VOTING AGREEMENT
This Voting Agreement, dated as of June 7, 2003 (this "Agreement"), is
by and between Community Bank System, Inc., a Delaware corporation ("CBSI"), and
the undersigned shareholder ("Shareholder") of Grange National Banc Corp., a
Pennsylvania corporation ("Grange").
RECITALS
A. Concurrently with the execution of this Agreement, CBSI and
Grange entered into an Agreement and Plan of Merger (the "Merger Agreement")
which provides for the merger (the "Merger") of Grange with and into CBSI.
Pursuant to the Merger, shares of capital stock of Grange will be converted into
merger consideration, consisting of cash and shares of common stock of CBSI, on
the basis described in the Merger Agreement.
B. The Shareholder is the beneficial owner (as defined in Rule
13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act")), of such number of shares of the outstanding common stock of Grange as is
indicated on the final page of this Agreement (the "Shares").
C. As a material inducement to enter into the Merger Agreement,
CBSI desires the Shareholder to agree, and the Shareholder is willing to agree,
to vote the Shares and any other such shares of capital stock of Grange
subsequently acquired by the Shareholder so as to facilitate consummation of the
Merger as provided in this Agreement.
NOW, THEREFORE, intending to be legally bound, the parties agree as
follows:
1. Agreement to Vote Shares; Additional Purchases.
1.1 Agreement to Vote Shares. At every meeting of the
shareholders of Grange called with respect to the approval of the Merger
Agreement and the Merger, and at every adjournment thereof, and on every action
or approval by written consent of the shareholders of Grange with respect to the
approval of the Merger Agreement and the Merger, Shareholder shall vote the
Shares and any New Shares (as defined below) in favor of adoption and approval
of the Merger Agreement and the Merger.
1.2 Agreement to Retain Shares. Shareholder shall not
transfer, sell, exchange, pledge or otherwise dispose of or encumber the Shares
or any New Shares; provided, however, that Shareholders may transfer the Shares
if the transferee, prior to such transfer, executes a voting agreement with
respect to the Shares to be transferred, substantially in the form of this
Agreement, and provides such executed agreement to CBSI.
1.3 Additional Purchases. Shareholder agrees that any
shares of capital stock of Grange that Shareholder purchases or with respect to
which Shareholder otherwise acquires beneficial ownership (as defined in Rule
13d-3 under the Exchange Act) after the execution of
this Agreement and prior to the Expiration Date (as defined below) ("New
Shares") shall be subject to the terms and conditions of this Agreement to the
same extent as if they constituted Shares.
2. Representations and Warranties of the Shareholder. Shareholder
(i) is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of
the Shares, which at the date hereof are (except to the extent set forth in a
schedule delivered herewith) free and clear of any liens, claims, options,
charges or other encumbrances; (ii) does not beneficially own (as defined in
Rule 13d-3 under the Exchange Act) any shares of capital stock of Grange other
than the Shares (excluding shares as to which Shareholder currently disclaims
beneficial ownership in accordance with applicable law and shares subject to
stock options held by Shareholder); and (iii) has full power and authority to
make, enter into and carry out the terms of this Agreement.
3. Additional Documents. Shareholder hereby covenants and agrees
to execute and deliver any additional documents necessary or desirable, in the
reasonable opinion of CBSI, to carry out the intent of this Agreement.
4. Consent and Waiver. Shareholder hereby gives any consents or
waivers that are reasonably required for the consummation of the Merger under
the terms of any agreements to which Shareholder is a party or pursuant to any
rights Shareholder may have.
5. Termination. This Agreement shall terminate and shall have no
further force or effect as of the earlier to occur of (i) such date and time as
the Merger shall become effective in accordance with the terms and provisions of
the Merger Agreement, or (ii) such date and time as the Merger Agreement shall
have been terminated pursuant to Article VII thereof (the "Expiration Date").
6. Miscellaneous.
6.1 Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, void or unenforceable, then the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.
6.2 Binding Effect and Assignment. This Agreement and all
of the provisions hereof shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns, but,
except as otherwise specifically provided herein, neither this Agreement nor any
of the rights, interests or obligations of the parties hereto may be assigned by
either of the parties without prior written consent of the other.
6.3 Amendments and Modification. 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.
6.4 Specific Performance; Injunctive Relief. The parties
hereto acknowledge that CBSI will be irreparably harmed and that there will be
no adequate remedy at law for a violation of any of the covenants or agreements
of Shareholder set forth herein. Therefore, it is
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agreed that, in addition to any other remedies that may be available to CBSI
upon any such violation, CBSI shall have the right to enforce such covenants and
agreements by specific performance, injunctive relief or by any other means
available to CBSI at law or in equity.
6.5 Notices. All notices, requests, claims, demands and
other communications hereunder shall be in writing and sufficient if delivered
in person, or sent by mail (registered or certified mail, postage prepaid,
return receipt requested) or overnight courier (prepaid) to the respective
parties as follows:
If to CBSI:
Community Bank System, Inc.
5790 Widewaters Parkway
DeWitt, New York 13214
Attention: President and Chief Executive Officer
With a required copy to:
Bond, Schoeneck & King, PLLC
One Lincoln Center
Syracuse, New York 13210
Attention: George J. Getman, Esq.
If to the Shareholder: To the address for notice set forth on the last
page hereof.
With a required copy to:
Dilworth Paxson LLP
3200 The Mellon Bank Center
1735 Market Street
Philadelphia, PA 19103
Attention: J. Roger Williams, Esq.
or to such other address as any party may have furnished to the other in writing
in accordance herewith, except that notices of change of address shall only be
effective upon receipt.
6.6 Governing Law. This Agreement shall be governed by,
and construed and enforced in accordance with, the laws of the State of New York
(without regard to the principles of conflict of laws thereof).
6.7 Entire Agreement. This Agreement contains the entire
understanding of the parties in respect of the subject matter hereof, and
supersedes all prior negotiations and understandings between the parties with
respect to such subject matter.
6.8 Counterparts. This Agreement may be executed in
several counterparts, each of which shall be an original, but all of which
together shall constitute one and the same agreement.
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6.9 Effect of Headings. The section headings herein are
for convenience only and shall not affect the construction or interpretation of
this Agreement.
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IN WITNESS WHEREOF, the parties have caused this Voting Agreement to be
duly executed on the date and year first above written.
COMMUNITY BANK SYSTEM, INC.
By: ________________________________
Title: _______________________________
SHAREHOLDER:
By: ________________________________
By: ________________________________
(All owners must sign if shares are jointly owned)
Shareholder's Address for Notice:
____________________________________
____________________________________
____________________________________
________ Shares of Common Stock Beneficially Owned:
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