EXHIBIT 99.2
------------
VOTING AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into as of the
1st day of March, 2001, by and between the undersigned shareholders
(each, a "Shareholder," and collectively, the "Shareholders"), of
FIRST NATIONAL BANCORP, INC., an Illinois corporation ("FNB"), and
BANK OF MONTREAL, a chartered bank of Canada ("BMO").
WITNESSETH:
WHEREAS, FNB, BMO and BANKMONT FINANCIAL CORP., a Delaware
corporation ("BFC"), have entered into an Agreement and Plan of Merger
dated as of the date hereof (the "Merger Agreement"); and
WHEREAS, each Shareholder is an officer and/or director of FNB;
and
WHEREAS, each Shareholder owns and is entitled to vote the number
of issued and outstanding common shares of FNB (the "FNB Common
Shares") set forth opposite such Shareholder s name on Schedule 1
attached hereto and has agreed to vote such Shareholder s FNB Common
Shares pursuant to the terms set forth in this Agreement in order to
induce BMO to enter into the Merger Agreement; and
NOW, THEREFORE, in consideration of the premises and the
respective representations, warranties, covenants and agreements set
forth herein, the Shareholders and BMO hereby agree as follows:
SECTION 1. VOTING OF SHARES. Each Shareholder hereby agrees
that at any meeting of the shareholders of FNB and in any action by
written consent of the shareholders of FNB, such Shareholder shall
vote the FNB Common Shares which such Shareholder is entitled to vote
(a) in favor of the transactions contemplated by the Merger Agreement,
(b) against any action or agreement which would result in a breach of
any term of, or any other obligation of FNB under, the Merger
Agreement, and (c) against any action or agreement which would impede,
interfere with or attempt to discourage the transactions contemplated
by the Merger Agreement. Each Shareholder agrees that FNB shall be
authorized to include in any proxy or material transmitted to
shareholders of FNB, a statement to the effect that the Shareholder is
a party to this Agreement and has committed to vote in favor of the
transactions contemplated by the Merger Agreement.
SECTION 2. TERM OF AGREEMENT. This Agreement shall be
effective from the date hereof and shall terminate and be of no
further force and effect upon the earliest of (i) the Effective Time
(as defined in the Merger Agreement), or (ii) the termination of the
Merger Agreement in accordance with its terms.
SECTION 3. COVENANTS OF SHAREHOLDERS. Each Shareholder
agrees not to: except to the extent contained in this Agreement,
grant any proxies, deposit any FNB Common Shares into a voting trust
or enter into a voting agreement with respect to any FNB Common
Shares; or without the prior written approval of BMO, solicit,
initiate or encourage any inquiries or proposals for a merger or other
business combination involving FNB.
SECTION 4. REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS.
Each Shareholder represents and warrants, with respect to the FNB
Common Shares of such Shareholder, to BMO as follows: (a) such
Shareholder does not own or have any right to acquire any other FNB
Common Shares not listed on Schedule 1; (b) such Shareholder has the
right, power and authority to execute and deliver this Agreement; such
execution and delivery will not violate, or require any consent,
approval, or notice under any provision of law or result in the breach
of any outstanding agreements or instruments to which such Shareholder
is a party or is subject; and this Agreement has been duly executed
and delivered by such Shareholder and constitutes a legal, valid and
binding agreement of such Shareholder, enforceable in accordance with
its terms; (c) such FNB Common Shares are now and will remain held by
such Shareholder, free and clear of all voting trusts, voting
agreements, proxies, liens, claims, liabilities, security interests,
marital property rights or any other encumbrances whatsoever (other
than (i) pledges for loans entered into in the ordinary course and
(ii) rights of BMO and encumbrances respecting such FNB Common Shares
created pursuant to this Agreement); and, other than this Agreement,
there are no outstanding options, warrants or rights to purchase or
acquire, or agreements related to, such FNB Common Shares.
SECTION 5. REPRESENTATIONS AND WARRANTIES OF BMO. BMO has
the right, power and authority to execute and deliver this Agreement;
such execution and delivery will not violate, or require any consent,
approval, or notice under any provision of law or result in the breach
of any outstanding agreements or instruments to which BMO is a party
or is subject; and this Agreement has been duly executed and delivered
by BMO and constitutes a legal, valid and binding agreement of BMO,
enforceable in accordance with its terms.
SECTION 6. TRANSFERABILITY. Neither this Agreement nor any
of the rights, interests or obligations hereunder shall be assigned by
any of the parties hereto (whether by operation of law or otherwise)
without the prior written consent of the other parties, except that
BMO may assign this Agreement to a direct or indirect wholly-owned
subsidiary or affiliate of BMO, provided that no such assignment shall
relieve BMO of its obligations hereunder.
SECTION 7. SPECIFIC PERFORMANCE. The parties hereto agree
that irreparable damage would occur in the event that any of the
provisions of this Agreement was not performed by any of the
Shareholders in accordance with its specific terms or was otherwise
breached. It is accordingly agreed that BMO shall be entitled to an
injunction(s) to prevent breaches of this Agreement by the
Shareholders and to enforce specifically the terms and provisions
hereof in addition to any other remedy to which BMO is entitled at law
or in equity.
SECTION 8. FURTHER ASSURANCES. Each Shareholder agrees to
execute and deliver all such further documents and instruments and
take all such further action as may be necessary or appropriate in
order to consummate the transactions contemplated hereby.
SECTION 9. ENTIRE AGREEMENT AND AMENDMENT. (a) This
Agreement contains the entire agreement between the parties hereto
with respect to the transactions contemplated hereunder and supersedes
all prior arrangements or understandings with respect hereto.
(b) This Agreement may not be modified, amended, altered or
supplemented except upon the execution and delivery of a written
agreement executed by the parties hereto.
SECTION 10. NOTICES. Each notice, demand or other
communication which may be or is required to be given under this
Agreement shall be in writing and shall be deemed to have been
properly given when delivered personally at the address set forth
herein for BMO or the address on Schedule 1 for each of the
Shareholders, when sent by facsimile or other electronic transmission
to the respective facsimile transmission numbers of the parties with
telephone confirmation of receipt, or the day after sending by
recognized overnight courier or if by the United States registered or
certified mail, return receipt requested, postage prepaid two days
after deposit therein.
SECTION 11. GENERAL PROVISIONS. This Agreement shall be
governed by the laws of the State of Illinois. This Agreement may be
executed in counterparts, each of which shall be deemed to be an
original. Headings are for convenience only and shall not affect the
meaning of this Agreement. Any term of this Agreement which is
invalid or unenforceable shall be ineffective only to the extent of
such invalidity or unenforceability without rendering invalid or
unenforceable the remaining terms of this Agreement.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
BANK OF MONTREAL, a chartered bank of Canada:
By: /s/ Paul V. Reagan
-------------------------------
Its: Senior Vice President and
U.S. General Counsel
Address for Notices:
c/o Harris Trust and Savings Bank
111 West Monroe Street (4 West)
Chicago, Illinois 60603
Attn: Paul V. Reagan, Esq.
Senior Vice President and
U.S. General Counsel
Telephone No.: (312) 461-3167
Facsimile No.: (312) 461-3869
Shareholders:
/s/ George H. Buck /s/ Michael C. Reardon
------------------------------ -----------------------------
George H. Buck Michael C. Reardon
/s/ Walter F. Nolan /s/ Charles R. Peyla
------------------------------ -----------------------------
Walter F. Nolan Charles R. Peyla
/s/ Albert G. D'Ottavio /s/ Sheldon C. Bell
------------------------------ -----------------------------
Albert G. D'Ottavio Sheldon C. Bell
/s/ Watson A. Healy /s/ Howard E. Reeves
------------------------------ -----------------------------
Waltson A. Healy Howard E. Reeves
/s/ Kevin T. Reardon /s/ Paul A. Lambrecht
------------------------------ -----------------------------
Kevin T. Reardon Paul A. Lambrecht
/s/ Louis R. Peyla /s/ Harvey Lewis
------------------------------ -----------------------------
Louis R. Peyla Harvey Lewis