EXHIBIT 2.6
SHAREHOLDERS VOTING AGREEMENT
December 7, 1999
NBT Bancorp Inc.
00 Xxxxx Xxxxx Xxxxxx
Xxxxxxx, Xxx Xxxx 00000
Mesdames and Gentlemen:
The undersigned understands that NBT Bancorp Inc. ("NBTB") and its
affiliate, Xxxxx Acquisition Company ("Newco"), are about to enter into an
Agreement and Plan of Merger (the "Agreement") with Pioneer American Holding
Company Corp. ("PAHC"). The Agreement provides for the merger of Newco with and
into PAHC (the "First Merger") and the merger of PAHC with and into NBTB (the
"Second Merger") (the First Merger and the Second Merger being referred to
herein collectively as the "Merger") and the conversion of outstanding shares of
PAHC Common Stock into NBTB Common Stock and cash in lieu of fractional shares
in accordance with the formula therein set forth.
In order to induce NBTB to enter into the Agreement, and intending to
be legally bound hereby, the undersigned, subject to the conditions hereinafter
stated, represents, warrants, and agrees that at the PAHC Shareholders' Meeting
contemplated by section 3.3 of the Agreement (the "Meeting"), and any
adjournment thereof, the undersigned will, in person or by proxy, vote or cause
to be voted in favor of the Agreement and the Merger the shares of PAHC Common
Stock beneficially owned by the undersigned individually or, to the extent of
the undersigned's proportionate voting interest, jointly with other persons, as
well as, to the extent of the under signed's proportionate voting interest, any
other shares of PAHC Common Stock over which the undersigned may hereafter
acquire beneficial ownership in such capacities (collectively, the "Shares").
Subject to the final paragraph of this agreement, the undersigned further agrees
that he or she will use his or her best efforts to cause any other shares of
PAHC Common Stock over which he or she has or shares voting power to be voted in
favor of the Agreement and the Merger.
The undersigned further represents, warrants, and agrees that
beginning upon the authorization and execution of the Agreement by PAHC until
the earlier of (i) the consummation of the Merger or (ii) the termination of the
Agreement in accordance with its terms, the undersigned will not, directly or
indirectly:
(a) solicit proxies or become a "participant" in a "solicitation" (as
such terms are defined in Regulation 14A under the Securities Exchange Act of
1934) in opposition to the Agreement or the Merger or in opposition to the
recommendation of the majority of the directors of
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PAHC with respect to any other matter related in any way to the Agreement or the
Merger, or encourage or recommend to any shareholder of PAHC that he, she or it
vote in opposition to or abstain from voting upon or not vote with respect to
the Agreement or the Merger.
(b) voluntarily sell or otherwise transfer any of the Shares, or
cause or permit any of the Shares to be sold or otherwise transferred (i) for
the purpose of avoiding the obligations of the undersigned under this agreement,
or (ii) to any transferee unless such transferee expressly agrees in writing to
be bound by the terms of this agreement in all events.
It is understood and agreed that this agreement relates solely to the
capacity of the undersigned as a shareholder or other beneficial owner of the
Shares and does not prohibit the undersigned, if a member of the Board of
Directors of PAHC, from acting, in his or her capacity as a director, as the
undersigned may determine to be appropriate in light of the obligations of the
undersigned as a director. It is further understood and agreed that the term
"Shares" shall not include any securities beneficially owned by the undersigned
as a trustee or fiduciary for another (unless such other person is affiliated
with the undersigned or is bound by an agreement with NBTB substantially similar
to this agreement), and that this agreement is not in any way intended to affect
the exercise by the undersigned of the undersigned's fiduciary responsibility in
respect of any such securities.
Very truly yours,
(*)
--------------------------------
Accepted and Agreed to:
NBT BANCORP INC.
By:
---------------------------
Title:
------------------------
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(*) [this form of agreement has been executed by each of XXXXXXX XXXXXXXXXX,
XXXX X. XXXXXXXXXX, XXXXXXX X. XXXXXX, XXXXXX X. XXXXXX, XXXXXXX X. XXXXXX, XX.,
XXXXXXX X. XXXXXX, XX., XXXXXXXX X. X'XXXXXX-XXXXXXXX, XXXX X. XXXXXXX, XXXXXX
XXXXXXXXXXXXX, and XXXX X. XXXXXX]
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Name of Shareholder:
Shares of Common Stock of Pioneer American Holding Company Corp.
Beneficially Owned
As of December 7, 1999
Name(s) of Number of
Record Owner(s) Beneficial Ownership (2) Shares
--------------- ------------------------ ------
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(2) For purposes of this Agreement, shares are beneficially owned by
the shareholder named above if held in any capacity other than a fiduciary
capacity (other than a revocable living trust and other than a fiduciary
capacity on behalf of a person who is affiliated with the shareholder or is
bound by an agreement with NBTB substantially similar to this agreement) and if
the shareholder named above has the power (alone or, in the case of shares held
jointly with his or her spouse, together with his or her spouse) to direct the
voting of such shares.
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