EXHIBIT 4
IRREVOCABLE PROXY
This Irrevocable Proxy is given by the undersigned, XXXXXX XXXXXX
("Shareholder"), in favor of SNB Bancshares, Inc., a Georgia corporation
("SNB"), as of the 29th day of January, 1998.
WHEREAS, SNB and Crossroads Bancshares, Inc., a Georgia corporation
("Crossroads"), have entered into an Agreement and Plan of Merger dated as of
January 29, 1998 (the "Merger Agreement") (capitalized terms used but not
defined herein shall have the same meaning assigned to such terms in the Merger
Agreement), pursuant to which SNB proposes to acquire the entire equity interest
in Crossroads by means of a merger (the "Merger") of Crossroads with and into
SNB;
WHEREAS, Shareholder owns, as of the date hereof, shares of
Crossroads Common Stock (the "Existing Shares", together with any shares of
Crossroads Common Stock acquired after the date hereof and prior to the
termination hereof, hereinafter collectively referred to as the "Shares"); and
WHEREAS, SNB has entered into the Merger Agreement in reliance of
Shareholder's agreement to support the Merger, including the granting of
Shareholder's Irrevocable Proxy hereunder.
NOW, THEREFORE, with respect to the Merger Agreement and the
transactions contemplated thereby and in accordance with the GBCC, Shareholder
hereby irrevocably makes, constitutes and appoints SNB to act as Shareholder's
true and lawful proxy and attorney-in-fact in the name and on behalf of
Shareholder, solely for the limited purpose set forth herein, with full power to
appoint a substitute or substitutes solely for the limited purpose set forth
herein. Shareholder further directs SNB, and SNB hereby agrees, to vote all of
the Shares which are entitled to vote at any meeting of the shareholders of
Crossroads (whether annual or special and whether or not an adjourned meeting),
or by written consent in the place and stead of Shareholder, in favor of the
Merger and the Merger Agreement. SNB shall have no right to vote the shares with
respect to any other matter. By giving this proxy, Shareholder hereby revokes
any other proxy granted by Shareholder at any time with respect to the Shares,
and no subsequent proxies will be given with respect thereto by Shareholder. THE
PROXY GRANTED HEREBY IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE. The proxy
granted hereby shall not be terminated by any act of Shareholder or by operation
of law, by lack of appropriate power of authority, or by the occurrence of any
other event or events and shall be binding upon all beneficiaries, heirs at
law, legatees, distributees, successors, assigns and legal representatives of
Shareholder. Shareholder agrees to use all good faith efforts to cause any
record owner of the Shares of which Shareholder is the beneficial owner to
grant to SNB a proxy of the same effect as that contained herein. Shareholder
shall perform such further acts and execute such further documents as may be
required to vest in SNB the sole
power to vote the Shares during the term of the proxy granted herein. The proxy
granted herein shall expire on the earlier of (i) the date on which SNB and
Shareholder mutually consent in writing to terminate this Irrevocable Proxy,
(ii) the date of the Closing, or (iii) the termination of the Merger Agreement
in accordance with the terms thereof. Notwithstanding anything herein to the
contrary, the proxy granted hereby and power herein conferred upon SNB (or any
substitute or substitutes) may not be exercised prior to the receipt by SNB and
Crossroads of the Consents of the Regulatory Authorities (as contemplated by the
Merger Agreement).
IN WITNESS WHEREOF, Shareholder has executed and delivered this
Irrevocable Proxy as of the date first set forth above.
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XXXXXX XXXXXX
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Witness
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