FORM OF
VOTING AGREEMENT
THIS
VOTING AGREEMENT is entered into as of March __, 2005, between
the undersigned shareholder (the “Shareholder”) of
STATE FINANCIAL SERVICES CORPORATION, a Wisconsin corporation (the
“Company”), and ASSOCIATED BANC-CORP, a Wisconsin
corporation (“Associated”).
The
term “Shares,” as used herein, shall mean any and all
shares of capital stock of the Company which carry voting power
with respect to the Merger (as defined below) or any other matters
that may be submitted to a vote or approval by any of the
shareholders of the Company, now owned and/or subsequently acquired
by the Shareholder through purchase, gift, stock splits, stock
dividends, exercise of stock options or otherwise over which
Shareholder has sole voting authority.
RECITALS
The
Shareholder and Associated acknowledge the following:
A.
Concurrent with the execution of this Agreement, the Company and
Associated have entered into an Agreement and Plan of Merger (the
“Merger Agreement”), providing for the business
combination transaction contemplated therein pursuant to which the
Company will merge with and into Associated pursuant to the terms
and conditions of the Merger Agreement (the “Merger”).
Capitalized terms used herein but not defined shall have the
meanings set forth in the Merger Agreement.
B.
Upon consummation of the Merger, the Shareholder will receive
shares of Associated Common Stock for each share of the
Company’s Common Stock, par value $0.10 per share (and
associated Preferred Share Purchase Rights), owned by
him.
C.
In order to induce Associated to enter into the Merger Agreement
and in consideration of the substantial expenses incurred and to be
incurred by Associated in connection therewith, the Shareholder has
agreed to enter into and perform this Voting Agreement.
AGREEMENTS
In
consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
Section
1. Voting Agreement
Section
1.01. Voting of Shares . Subject to Section 4.11, at any
meeting of the shareholders of the Company, however called, and at
every adjournment thereof, or in connection with any written
consent of the shareholders of the Company, the Shareholder will
cause all of his Shares to be voted, until the Termination Date,
(A) in favor of (i) the Merger and the approval and
adoption of the Merger Agreement, and (ii) all other
transactions contemplated by the Merger Agreement as to which
shareholders of the Company are called upon to vote and
(B) against any proposal submitted to the Company’s
shareholders which could result in (i) a Competing Transaction
or any agreement or transaction that is intended to, or could
reasonably be expected to, materially impede, interfere with,
delay, postpone, discourage or materially and adversely affect the
consummation of the Merger or (ii) a breach in any material
respect of the covenants, representations, warranties, obligations
or agreements of the Company under the Merger Agreement.
Section
1.02. No Proxies or Encumbrances . Other than as provided in
this Agreement, the Shareholder, until the Termination Date, shall
not (i) grant any proxies or enter into any voting trust or
other agreement or arrangement with respect to the voting of any of
the Shares, (ii) sell, assign, transfer, encumber or otherwise
dispose of or enter into any contract, option or other arrangement
or understanding with respect to, the direct or indirect sale,
assignment, transfer, encumbrance or other disposition of any of
his or her Shares or any interest therein or (iii) seek or
solicit any of the foregoing.
Section
2. Representations and Warranties . The Shareholder
represents and warrants to Associated as follows:
Section
2.01. Valid Title . Except as provided by applicable law,
(a) the Shareholder is the true and lawful owner of 100% of
the Shares set forth next to the name of the Shareholder on the
signature page hereto with full power to vote and dispose of such
Shares and (b) there are no restrictions on the
Shareholder’s voting rights or rights of disposition
pertaining thereto except as set forth in this Agreement. None of
the Shares is subject to any voting trust or other agreement or
arrangement with respect to the voting of such Shares.
Section
2.02. Non-contravention . The execution, delivery and
performance by the Shareholder of this Agreement and the
consummation of the transactions contemplated hereby, do not and
will not contravene or constitute a default under or give rise to a
right of termination, cancellation or acceleration of any right or
obligation of the Shareholder or to a loss of any benefit of the
Shareholder under any provision of applicable Law or regulation or
of any agreement, judgment, injunction, order, decree or other
instrument binding on the Shareholder.
2
Section
2.03. Binding Effect . This Agreement constitutes a valid
and binding agreement of the Shareholder, enforceable against the
Shareholder in accordance with its terms, except as enforcement may
be limited by bankruptcy, insolvency, moratorium or other similar
laws relating to creditors’ rights generally. If the
Shareholder is married and the Shares set forth on the signature
pages hereto next to the Shareholder’s name constitute
community property under applicable laws, this Agreement has been
duly authorized, executed and delivered by, and constitutes the
valid and binding agreement of, the Shareholder’s spouse,
enforceable in accordance with its terms, except as enforcement may
be limited by bankruptcy
