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EXHIBIT 2(e)
SHAREHOLDER AGREEMENT
THIS AGREEMENT is made between HUNTINGTON BANCSHARES INCORPORATED, a
Maryland corporation ("Huntington"), and the undersigned shareholder of THE BANK
OF WINTER PARK, a bank organized under the laws of the State of Florida ("Winter
Park Bank") (the "Shareholder"), to be effective as of the date it is signed by
the Shareholder, as indicated below.
RECITALS
A. The Shareholder owns or has the power to vote, either exclusive or
shared, _______________ shares of the common stock, $5.00 par value per share,
of Winter Park Bank (together with all shares of such stock which the
Shareholder subsequently acquires or obtains the power to vote, the "Shares").
B. Winter Park Bank has entered into (i) a certain Agreement and Plan
of Merger with The Huntington National Bank ("Huntington Bank"), dated May 22,
1997 (the "Merger Agreement"), and (ii) a certain Supplemental Agreement with
Huntington and Huntington Bank, dated May 22, 1997 (the "Supplemental
Agreement"), pursuant to which Winter Park Bank is to merged with and into
Huntington Bank (the "Merger"), and the shareholders of Winter Park Bank will be
entitled to receive shares of Huntington common stock, without par value, and
cash for their shares of Winter Park common stock. The Merger Agreement and the
Supplemental Agreement are sometimes hereinafter collectively referred to as the
"Merger Documents."
C. Under the terms of the Merger Documents, Winter Park Bank has agreed
to call a meeting of its shareholders for the purpose of voting upon the
approval of the Merger and the Merger Documents (together with any adjournments
thereof, the "Shareholders' Meeting").
D. It is a condition to the obligations of Huntington and Huntington
Bank under the Merger Documents that certain shareholders of Winter Park Bank,
including the Shareholder, shall have agreed to vote their shares of Winter Park
Bank common stock in favor of the Merger.
AGREEMENT
Accordingly, the parties hereto hereby agree as follows:
SECTION 1. AGREEMENT TO VOTE. The Shareholder agrees to vote the
Shares as follows:
(a) in favor of the authorization of the Merger and the
approval of the Merger Documents at the Shareholders' Meeting;
(b) against the approval of any proposal relating to a
competing merger or business combination involving an acquisition of Winter Park
Bank or the purchase of all or a substantial portion of the assets of Winter
Park Bank by any person or entity other than Huntington, Huntington Bank, or
another affiliate of Huntington; and
(c) against any other transaction which is inconsistent with
the obligation of Winter Park Bank to consummate the Merger in accordance with
the Merger Documents.
SECTION 2. LIMITATION ON VOTING POWER. It is expressly understood and
acknowledged that nothing contained herein is intended to restrict the
Shareholder from voting on any matter, or otherwise from acting, in the
Shareholder's capacity as a director or officer of Winter Park Bank with respect
to any matter, including but not limited to, the management or operation of
Winter Park Bank.
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SECTION 3. TERMINATION. This Agreement shall terminate on the earlier
of (a) the first anniversary of this Agreement, (b) the date on which the Merger
Documents are terminated in accordance with Section 11 of the Supplemental
Agreement, (c) the date on which the Merger is consummated, or (d) the death of
the Shareholder.
SECTION 4. REPRESENTATIONS, WARRANTIES, AND ADDITIONAL COVENANTS OF THE
SHAREHOLDER. The Shareholder hereby represents and warrants to Huntington that
the Shareholder has the capacity and all necessary power and authority to vote
the Shares and that this Agreement constitutes a legal, valid, and binding
obligation of the Shareholder, enforceable in accordance with its terms, except
as may be limited by bankruptcy, insolvency, or similar laws affecting
enforcement of creditors rights generally. The Shareholder further agrees that,
during the term of this Agreement, the Shareholder will not sell or otherwise
voluntarily dispose of any of the Shares which are owned by the Shareholder or
take any other voluntary action which would have the effect of removing the
Shareholder's power to vote the Shares or which would be inconsistent with this
Agreement.
SECTION 5. SPECIFIC PERFORMANCE. The Shareholder hereby acknowledges
that damages would be an inadequate remedy for any breach of the provisions of
this Agreement and agrees that the obligations of the Shareholder hereunder
shall be specifically enforceable and that Huntington shall be entitled to
injunctive or other equitable relief upon such a breach by the Shareholder. The
Shareholder further agrees to waive any bond in connection with the obtaining of
any such injunctive or equitable relief. This provision is without prejudice to
any other rights that Huntington may have against the Shareholder for any
failure to perform his obligations under this Agreement.
SECTION 7. GOVERNING LAW. This Agreement shall be construed and
enforced in accordance with the laws of the State of Ohio, without regard to its
conflicts of laws principles.
IN WITNESS WHEREOF, the undersigned have executed this Shareholder
Agreement as of the date set forth in the Acknowledgment below.
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Signature
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Print Name
ACKNOWLEDGMENT
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STATE OF FLORIDA
COUNTY OF
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The foregoing instrument was acknowledged before me this day of
, 1997, by _________________.
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Notary Public
My Commission expires ___________.
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