EXHIBIT 3.
STOCKHOLDERS AGREEMENT
Agreement dated as of June 21, 1999 (the "Agreement"), by and between
Citizens Financial Group, Inc., a Delaware corporation (the "Buyer"), and the
undersigned Director and/or Officer of UST Corp., a Massachusetts corporation
(the "Seller").
WHEREAS, the Buyer and the Seller have entered into an Agreement and
Plan of Merger, dated as of June 21, 1999, as such agreement may be subsequently
amended or modified (the "Agreement and Plan of Merger"), providing for the
merger of a subsidiary of the Buyer with and into the Seller (the "Merger"); and
WHEREAS, the undersigned (the "Stockholder") beneficially owns and has
sole or shared voting power with respect to the number of shares of the common
stock, par value $0.625 per share (the "Shares"), of the Seller, and holds stock
options or other rights to acquire the number of Shares indicated opposite the
Stockholder's name on Schedule 1 attached hereto.
WHEREAS, it is a condition to the consummation of the Merger that the
undersigned Stockholder of the Seller execute and deliver this Agreement; and
NOW, THEREFORE, in consideration of, and as a condition to, the Buyer's
entering into the Agreement and Plan of Merger, and in consideration of the
expenses incurred and to be incurred by the Buyer in connection therewith, the
undersigned Stockholder and the Buyer agree as follows:
1. The Stockholder, while this Agreement is in effect, shall vote or
cause to be voted all of the Shares that such Stockholder shall be entitled to
so vote, whether such Shares are beneficially owned by such Stockholder on the
date of this Agreement or are subsequently acquired, at the special meeting of
the Seller's stockholders to be called and held following the date hereof (the
"Special Meeting"), for the approval of the Agreement and Plan of Merger and the
Merger and shall vote or cause to be voted all such Shares, at the Special
Meeting or any other meeting of the Seller's stockholders following the date
hereof, against the approval of any other agreement providing for a merger,
acquisition, consolidation, sale of a material amount of assets or other
business combination of the Seller or any of its subsidiaries with any person or
entity other than the Buyer, or any subsidiary of the Buyer.
2. Prior to the Special Meeting, the Stockholder will not sell, assign,
transfer or otherwise dispose of (including, without limitation, by the creation
of a Lien (as defined in paragraph 3 below)), or permit to be sold, assigned,
transferred or otherwise disposed of, any Shares owned by the Stockholder,
whether such Shares are held by the Stockholder on the date of this Agreement or
are subsequently acquired prior to the Special Meeting, whether by the exercise
of any stock options to acquire Shares or otherwise, except (a) transfers by
will or by operation of law, in which case this Agreement shall bind the
transferee, (b) transfers pursuant to any pledge agreement, subject to the
pledgee agreeing in writing to be bound by the terms of
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this Agreement, (c) transfers in connection with estate and tax planning
purposes, including transfers to relatives, trusts and charitable organizations,
subject to the transferee agreeing in writing to be bound by the terms of this
Agreement, (d) transfers to any other stockholder of the Seller who has executed
a copy of this Agreement on the date hereof with respect to some or all of the
Shares held by such stockholder, and (e) as the Buyer may otherwise agree in its
sole discretion.
The Seller shall cause its transfer agent to note on its records for the Seller
(in whatever form maintained) that such Shares are subject to the restrictions
on voting and transfer set forth herein, and at Buyer's request shall have any
existing certificates representing Shares subject to this Agreement canceled and
reissued bearing the following legend:
"THIS CERTIFICATE, AND THE SHARES REPRESENTED HEREBY,
ARE SUBJECT TO CERTAIN VOTING AND TRANSFER RESTRICTIONS
CONTAINED IN A STOCKHOLDERS AGREEMENT BY AND BETWEEN
CITIZENS FINANCIAL GROUP, INC. AND THE BENEFICIAL OWNER
OF THESE SHARES AND MAY BE TRANSFERRED ONLY IN
COMPLIANCE THEREWITH. COPIES OF THE ABOVE-REFERENCED
AGREEMENT ARE ON FILE AT THE OFFICES OF UST CORP."
3. The Stockholder represents that the Stockholder has the complete and
unrestricted power and the unqualified right to enter into and perform the terms
of this Agreement. The Stockholder further represents that this Agreement
(assuming this Agreement constitutes a valid and binding agreement of the Buyer)
constitutes a valid and binding agreement with respect to the Stockholder,
enforceable against the Stockholder in accordance with its terms, except as
enforcement may be limited by general principles of equity whether applied in a
court of law or a court of equity and by bankruptcy, insolvency and similar laws
affecting creditors' rights and remedies generally. Except as set forth on
Schedule 1, the Stockholder represents that the Stockholder beneficially owns
the number of Shares indicated opposite such Stockholder's name on said Schedule
1, free and clear of any liens, claims, charges or other encumbrances or
restrictions of any kind whatsoever ("Liens"), and has sole or shared, and
otherwise unrestricted, voting power with respect to such Shares.
4. The agreement with respect to voting contained in Section 1 hereof
shall remain in full force and effect until the earlier of (i) the consummation
of the Merger or (ii) the termination of the Agreement and Plan of Merger in
accordance with Article VIII thereof and the agreement with respect to transfer
contained in Section 2 hereof shall remain in full force and effect until the
earlier of (i) the Special Meeting or (ii) the termination of the Agreement and
Plan of Merger in accordance with Article VIII thereof.
5. The Stockholder has signed this Agreement intending to be bound
thereby. The Stockholder expressly agrees that this Agreement shall be
specifically enforceable in any court of competent jurisdiction in accordance
with its terms against the Stockholder. All of the
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covenants and agreements contained in this Agreement shall be binding upon, and
inure to the benefit of, the respective parties and their permitted successors,
assigns, heirs, executors, administrators and other legal representatives, as
the case may be.
6. This Agreement may be executed in one or more counterparts, each of
which will be deemed an original but all of which together shall constitute one
and the same instrument.
7. No waivers of any breach of this Agreement extended by the Buyer to
the Stockholder shall be construed as a waiver of any rights or remedies of the
Buyer with respect to any other stockholder of the Seller who has executed a
copy of this Agreement with respect to Shares held by such stockholder or with
respect to any subsequent breach of the Stockholder or any other such
stockholder of the Seller.
8. This Agreement is deemed to be signed as a sealed instrument and is
to be governed by the laws of the Commonwealth of Massachusetts, without giving
effect to the principles of conflicts of laws thereof. If any provision hereof
is deemed unenforceable, the enforceability of the other provisions hereof shall
not be affected.
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EXECUTED as of the date first above written.
STOCKHOLDER:
____________________________________
Name:
CITIZENS FINANCIAL GROUP, INC.
By:_________________________________
Name: Xxxxxxxx X. Xxxx
Title: Chairman, President and Chief
Executive Officer
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SCHEDULE 1
STOCKHOLDER SHARES
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