EXHIBIT B
FORM OF SHAREHOLDER AGREEMENT
SHAREHOLDER AGREEMENT, dated as of December 15, 1998 (this
"Agreement"), by and between DIME BANCORP, INC. (the "Acquiror") and the
shareholder of the Company (the "Company") identified as the signatory hereto
(the "Shareholder").*
WHEREAS, the Acquiror is prepared to enter into an agreement and plan
of merger with the Company substantially in the form previously provided to
Shareholder (the "Merger Agreement") simultaneously with the execution of this
Agreement;
WHEREAS, the Acquiror would not enter into the Merger Agreement unless
the Shareholder enters into this Agreement;
WHEREAS, each Shareholder will benefit directly and substantially from
the Merger Agreement.
NOW, THEREFORE, in consideration of the Acquiror's entry into the
Merger Agreement, the Shareholder agrees with the Acquiror as follows:
1. The Shareholder represents and warrants that (a) he, she or it owns
or controls (regardless of in what capacity) the number of shares of the Company
set forth on the signature page hereof (the "Owned Shares") free from any lien,
encumbrance or restriction whatsoever and with full power to vote the Owned
Shares without the consent or approval of any other person and (b) this
Agreement constitutes the valid and legally binding obligation of such
Shareholder, enforceable in accordance with its terms. For all purposes of this
Agreement, Owned Shares shall include any shares of the Company as to which
beneficial ownership is acquired after the execution hereof.
2. The Shareholder irrevocably and unconditionally agrees that he, she
or it will (a) vote all of the Owned Shares in favor of the Merger Agreement and
the merger provided for therein (the "Merger") at any meeting or meetings of the
Company's shareholders called to vote upon the Merger Agreement and the Merger
and (b) will not vote such shares (or otherwise provide a proxy or consent with
respect thereto) in favor of any other Acquisition Proposal (as defined in the
Merger Agreement).
3. The Shareholder agrees that he, she or it will not (a) directly or
indirectly, sell, transfer, pledge, assign or otherwise dispose of, or enter
into any contract, option, commitment or other arrangement or understanding with
respect to the sale,
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* To be executed by each director and executive officer.
transfer, pledge, assignment or other disposition of, any of the Owned Shares if
the effect thereof is to avoid Shareholder's obligations hereunder and (b) take
any action or omit to take any action which would prohibit, prevent or preclude
Shareholder from performing its obligations under this Agreement.
4. The Shareholder agrees to take all reasonable actions and make such
reasonable efforts to consummate the Merger and effect the other transactions
contemplated by the Merger Agreement; provided that, only insofar as such
Shareholder is doing so in his or her capacity of a director or officer of the
Company, this Section 4 shall not require Shareholder to take any action that
would constitute a failure by Shareholder properly to discharge his or her
fiduciary duties under applicable law.
5. The Shareholder agrees that irreparable damage would occur in the
event that any of the provisions of this Agreement were not performed by it in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the Acquiror shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement by the Shareholder to enforce
specifically the terms and provisions hereof in any court of the United States
or any state having jurisdiction, this being in addition to any other remedy to
which it is entitled at law or in equity, and that the Shareholder waives the
posting of any bond or security in connection with any proceeding related
thereto.
6. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to constitute an original. This Agreement shall become
effective when one counterpart signature page has been signed by each party
hereto and delivered to the other party (which delivery may be by facsimile).
7. The Shareholder agrees to execute and deliver all such further
documents, certificates and instruments and take all such further reasonable
action as may be necessary or appropriate, in order to consummate the
transactions contemplated hereby.
8. This Agreement shall terminate upon the later to occur of (a) the
first year anniversary of its execution by Shareholder and (b) the date of
termination of the Merger Agreement.
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IN WITNESS WHEREOF, the Shareholder and the Acquiror have duly executed
this Agreement as of the date first above written.
DIME BANCORP, INC.
By:
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Name:
Title:
SHAREHOLDER
or
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By:
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Name:
Title:
Number of Owned Shares:
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