------------------- -------------
CUSIP No. 000000000 Page 11 of 13
------------------- -------------
Exhibit 1
FORM OF VOTING AGREEMENT
December 16, 1997
Progressive Bank, Inc.
0000 Xxxxx 00
Xxxxxxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
The undersigned is a director of Xxxxxx Chartered Bancorp, Inc. ("Xxxxxx
Chartered") or a director of its principal subsidiary bank, and is the
beneficial holder of shares of common stock, par value $0.80 per share, of
Xxxxxx Chartered ("Xxxxxx Chartered Common Stock").
Xxxxxx Chartered Bancorp, Inc. and Progressive Bank, Inc. ("Progressive")
are considering execution of an Agreement and Plan of Reorganization and a
related Plan of Merger (collectively, the "Merger Agreement") contemplating a
merger of Progressive with Xxxxxx Chartered (the "Merger"), with Xxxxxx
Chartered as the corporation surviving the Merger (the "Continuing
Corporation"), such execution being subject in the case of Progressive to the
execution and delivery of this Agreement. In consideration of the substantial
expenses that Progressive will incur in connection with the transactions
contemplated by the Merger Agreement and in order to induce Progressive to
execute the Merger Agreement and to proceed to incur such expenses, the
undersigned agrees, undertakes and represents, in his capacity as a shareholder
of Xxxxxx Chartered and not in his capacity as a director of Xxxxxx Chartered,
as follows:
1. The undersigned will vote or cause to be voted for approval of the
Merger Agreement all of the shares of Xxxxxx Chartered Common Stock the
undersigned is entitled to vote with respect thereto.
2. The undersigned will not effect any transfer or other disposition of any
of the undersigned's shares of Xxxxxx Chartered Common Stock until Xxxxxx
Chartered's shareholders have voted to approve the Merger Agreement or until the
Merger Agreement has been terminated pursuant to the terms thereof. In the case
of any transfer by operation of law, this Agreement shall be binding upon and
inure to the benefit of the transferee. Any transfer or other disposition in
violation of the terms of this paragraph 2 shall be null and void. The terms of
this paragraph 2 shall not apply to any transfer or other disposition pursuant
to the terms of any pledge of Xxxxxx Chartered Common Stock made by the
undersigned and existing at the date hereof, provided that the undersigned will
not pledge or otherwise encumber any additional shares of Xxxxxx Chartered
Common Stock during the period specified in the first sentence of this
paragraph.
3. Notwithstanding the foregoing, the undersigned agrees not to sell, or
in any other way reduce the risk of the undersigned relative to, any shares of
Xxxxxx Chartered common stock or shares of Progressive common
------------------- -------------
CUSIP No. 000000000 Page 12 of 13
------------------- -------------
stock, during the period commencing 30 days prior to the effective date of the
Merger and ending on the date on which financial results covering at least 30
days of post-Merger combined operations of Xxxxxx Chartered and Progressive have
been published within the meaning of Topic 2-E of the Staff Accounting Bulletin
Series of the SEC, provided, however, that excluded from the foregoing
undertaking shall be such sales, pledges, transfers or other dispositions of
shares of Xxxxxx Chartered common stock or shares of Progressive common stock
which, in Progressive's sole judgment, are individually and in the aggregate de
minimis within the meaning of Topic 2-E of the Staff Accounting Bulletin Series
of the SEC.
4. The Undersigned agrees that neither Xxxxxx Chartered nor Progressive
shall be bound by any attempted sale or other transfer of any shares of Xxxxxx
Chartered common stock or shares of Progressive common stock, and Xxxxxx
Chartered's and Progressive's respective transfer agents shall be given
appropriate stop transfer orders and shall not be required to register any such
attempted sale or other transfer, unless the sale has been effected in
compliance with the terms of this Agreement; and further agrees that the
certificate representing shares of Xxxxxx Chartered common stock owned by the
undersigned may be endorsed with a restrictive legend consistent with the terms
of this Agreement.
5. The undersigned acknowledges and agrees that the provisions of
paragraphs 3 and 4 hereof also apply to shares of Progressive common stock and
shares of Xxxxxx Chartered common stock owned by (a) his or her spouse, (b) any
of his or her relatives or relatives of his or her spouse occupying his or her
home, and (c) any trust or estate in which he or she, his or her spouse, or any
such relative owns at least a 10% beneficial interest or of which any of them
serves as trustee, executor or in any similar capacity, and (d) any corporation
or other organization in which the undersigned, any affiliate of the
undersigned, his or her spouse, or any such relative owns at least 10% of any
class of equity securities or of the equity interest.
6. The undersigned represents that he or she has no plan or intention to
sell, exchange, or otherwise dispose of any shares of Progressive common stock
or shares of Xxxxxx Chartered common stock prior to expiration of the time
period referred to in paragraph 3 hereof.
7. The undersigned represents that he or she has the capacity to enter into
this Agreement and that it is a valid and binding obligation enforceable against
the undersigned in accordance with its terms, subject to bankruptcy, insolvency
and other laws affecting creditors' rights and general equitable principles.
8. The undersigned acknowledges and agrees that any remedy at law for
breach of the foregoing provisions shall be inadequate and that, in addition to
any other relief which may be available, Progressive shall be entitled to
temporary and permanent injunctive relief without the necessity of proving
actual damages.
------------------- -------------
CUSIP No. 000000000 Page 13 of 13
------------------- -------------
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the
date first above written.
Very truly yours,
--------------------------------
Accepted and agreed to as of the date first above written:
PROGRESSIVE BANK, INC.
By_____________________________________
