1
EXHIBIT 2.3
SUPPORT AGREEMENT
THIS SUPPORT AGREEMENT ("Agreement") is made and entered into as
of the 12th day of August 1997, by and between the undersigned, ______________,
a resident of __________, Florida, and Union Planters Corporation, a
corporation organized and existing under the laws of the State of Tennessee
("UPC").
On even date herewith, Parent and Capital Bancorp, a corporation
organized and existing under the laws of the State of Florida ("Capital"), have
entered into an Agreement and Plan of Merger (the "Merger Agreement"). The
Merger Agreement generally provides for the merger of Capital with a subsidiary
of UPC (the "Merger") and the conversion of the issued and outstanding shares
of the $1.00 par value common stock ("Capital Common Stock") into shares of the
$5.00 par value common stock of UPC and attached preferred stock purchase
rights. The Merger Agreement is subject to the affirmative vote of the
shareholders of Capital, the receipt of certain regulatory approvals, and the
satisfaction of other conditions.
The undersigned is a member of the Board of Directors of Capital
and is the owner of _________ shares of Capital Common Stock and has rights by
option or otherwise to acquire _________ additional shares of Capital Common
Stock (collectively, the "Shares"). In order to induce UPC to enter into the
Merger Agreement, the undersigned is entering into this Agreement with UPC to
set forth certain terms and conditions governing the actions to be taken by the
undersigned solely in the undersigned's capacity as a shareholder of Capital
with respect to the Shares until consummation of the Merger.
NOW, THEREFORE, in consideration of the transactions contemplated
by the Merger Agreement and the mutual promises and covenants contained herein,
the parties agree as follows:
1. Without the prior written consent of UPC, which consent
shall not be unreasonably withheld, the undersigned shall not transfer, sell,
assign, convey, or encumber any of the Shares during the term of this Agreement
except for transfers (i) by operation of law, by will, pursuant to the laws of
descent and distribution or as required by law, (ii) to UPC pursuant to the
terms of the Merger Agreement or (iii) where the transferee agrees in writing
to be bound by the terms of this Agreement. Without limiting the generality of
the foregoing, the undersigned shall not grant to any party any option or right
to purchase the Shares or any interest therein.
2. Except as otherwise provided in this Agreement or as
required by law, the undersigned intends to, and will, vote (or cause to be
voted) all of the Shares over which the undersigned has voting authority
(other than in a fiduciary capacity) in favor of the Merger Agreement and the
Merger at any meeting of shareholders of Capital called to vote on the Merger
Agreement or the Merger or the adjournment thereof or in any other circumstance
upon which a vote, consent, or other approval with respect to the Merger
Agreement or the Merger is sought. Further, the undersigned intends to, and
will, surrender the certificate or certificates representing the Shares over
which the undersigned has dispositive authority to UPC upon consummation of the
Merger as described in the Merger Agreement and hereby waives any rights of
appraisal, or rights to dissent from the Merger, that the undersigned may have.
2
3. Except as otherwise provided in this Agreement or as
required by law, at any meeting of shareholders of Capital or at any
adjournment thereof or any other circumstances upon which the vote, consent, or
other approval of Capital shareholders is sought, the undersigned will vote (or
cause to be voted) all of the Shares over which the undersigned has voting
authority (other than in a fiduciary capacity) (i) against any merger
agreement, share exchange, or merger (other than the Merger Agreement and the
Merger), consolidation, combination, sale of substantial assets, merger,
recapitalization, dissolution, liquidation, or winding-up of or by Capital or
(ii) any amendment of Capital's Articles of Incorporation or By-laws or other
proposal or transaction involving Capital or any of its subsidiaries, which
amendment or other proposal or transaction would in any manner impede,
frustrate, prevent, or nullify the Merger, the Merger Agreement, or any of the
other transactions contemplated thereby.
4. The undersigned acknowledges and agrees that UPC could not
be made whole by monetary damages in the event of any default by the
undersigned of the terms and conditions set forth in this Agreement. It is
accordingly agreed and understood that UPC, in addition to any other remedy
which it may have at law or in equity, shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and specifically to enforce
the terms and provisions hereof in any action instituted in any court of the
United States or in any state having appropriate jurisdiction.
5. The covenants and obligations set forth in this Agreement
shall expire and be of no further force and effect on the date on which the
Merger Agreement is terminated under Section 10.1 thereof.
IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered by the undersigned as of the day and year first above written.
As to the undersigned,
signed in the presence of:
------------------------------- ------------------------------------------
Name:
--------------------------
(Please print or type)
UNION PLANTERS CORPORATION
By:
-------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Operating Officer
-2-
