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Exhibit 10
FORM OF SHAREHOLDER AGREEMENT
AGREEMENT dated as of December 30, 1996 (this "Agreement"), by and
among BANPONCE CORPORATION ("BanPonce") and the SHAREHOLDERS of ▇▇▇▇ COMMERCIAL
BANK ("RCB") listed as signatories hereto (the "Shareholders").
WHEREAS, BanPonce is prepared to enter into a merger agreement with RCB
substantially in the form of Exhibit A hereto (the "Merger Agreement")
simultaneously with the execution of this Agreement;
WHEREAS, BanPonce would not enter into the Merger Agreement unless the
Shareholders entered into this Agreement;
WHEREAS, each of the Shareholders is a significant shareholder of RCB
and will benefit directly and substantially from the Merger Agreement;
NOW, THEREFORE, in consideration of BanPonce's entry into the Merger
Agreement, the Shareholders agree with BanPonce as follows:
1. Each of the Shareholders represents and warrants that he or she owns
the number of shares of RCB set forth in his signature page (for each
Shareholder, "his/her Owned Shares") free from any lien, encumbrance or
restriction whatsoever, other than those identified in such signature page, and
with full power to vote the Owned Shares without the consent or approval of any
other person, other than those identified in such signature page.
2. Each of the Shareholders agrees that he or she will vote all of
his/her Owned Shares in favor of the Merger Agreement and Merger provided for
therein at the meeting or meetings of RCB shareholders called to vote upon the
Merger Agreement and the Merger. In addition to executing this Agreement in his
capacity as Shareholder, ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ is separately executing this
Agreement in his capacity as holder of a proxy with respect to those shares
identified as such in his signature page, and agrees to vote his shares and the
shares covered by such proxy in favor of the Merger at such meeting.
3. Each of the Shareholders agrees that he or she will not sell any of
his/her Owned Shares unless he or she receives (i) an irrevocable proxy, in form
and substance satisfactory to BanPonce, to vote such Owned Shares with respect
to the Merger Agreement and the Merger, and such Shareholder will vote such
proxy as provided in Section 2 of this Agreement or (ii) an agreement identical
in all
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respects to this agreement executed by the buyer of the Owned Shares being sold.
4. Each of the Shareholders agrees that he or she shall not exercise
any dissenter's rights that he or she may have with respect to his/her Owned
Shares.
5. Each of the Shareholders agrees to take all reasonable actions and
make such reasonable efforts to consummate the Merger and other transactions
contemplated by the Merger Agreement.
BanPonce Corporation
By
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Name:
Title:
[remainder of page intentionally left blank;
signature of shareholder in next page]
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SHAREHOLDER SIGNATURE PAGE TO AGREEMENT DATED
AS OF DECEMBER 30, 1996 BY AND AMONG BANPONCE CORPORATION
AND CERTIAN SHAREHOLDERS OF ▇▇▇▇ COMMERCIAL BANK
Name of Shareholder:
Number of shares of ▇▇▇▇ Commercial Bank owned by said
shareholder:
Liens, encumbrances or restrictions affecting such shares
(describe):
Consent required by Shareholders in order to execute agreement
(describe):
Signature of Shareholder:
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