EXHIBIT A FORM OF VOTING AGREEMENT September __, 2007
EXHIBIT
A
FORM
OF VOTING AGREEMENT
September
__, 2007
First
Niagara Financial Group, Inc.
0000
Xxxxx Xxxxxxx Xxxx
Xxxxxxxx,
XX 00000
Ladies
and Gentlemen:
First
Niagara Financial Group, Inc. (“FNFG”) and Great Lakes Bancorp, Inc. (“GLB”)
have entered into an Agreement and Plan of Merger dated as of September 9,
2007
(the “Merger Agreement”), pursuant to which, subject to the terms and conditions
set forth therein, (a) GLB will merge with and into FNFG, with FNFG surviving
the merger, to be followed by the merger of Greater Buffalo Savings Bank
(“GBSB”) with and into First Niagara Bank, with First Niagara Bank surviving the
merger (collectively referred to as the “Merger”); and (b) shareholders of GLB
will receive cash and/or common stock of FNFG as stated in the Merger
Agreement.
FNFG
has
requested, as a condition to its execution and delivery to GLB of the Merger
Agreement, that the undersigned, being directors and executive officers of
GLB
and GBSB, execute and deliver to FNFG this Letter Agreement.
Each
of
the undersigned, in order to induce FNFG to execute and deliver to GLB the
Merger Agreement, and intending to be legally bound, hereby
irrevocably:
(a) Agrees
to
be present (in person or by proxy) at all meetings of shareholders of GLB called
to vote for approval of the Merger so that all shares of common stock of GLB
over which the undersigned or a member of the undersigned’s immediate family now
has sole or shared voting power (other than shares voted in a fiduciary capacity
on behalf of a person who is not an immediate family member) will be counted
for
the purpose of determining the presence of a quorum at such meetings and to
vote, or cause to be voted, all such shares (i) in favor of approval and
adoption of the Merger Agreement and the transactions contemplated thereby
(including any amendments or modifications of the terms thereof approved by
the
Board of Directors of GLB), and (ii) against approval or adoption of any other
merger, business combination, recapitalization, partial liquidation or similar
transaction involving GLB, it being understood that as to immediate family
members, the undersigned will use his/her reasonable efforts to cause the shares
to be present and voted in accordance with (i) and (ii) above;
(b) Agrees
not to vote or execute any written consent to rescind or amend in any manner
any
prior vote or written consent, as a shareholder of GLB, to approve or adopt
the
Merger Agreement;
(c) Agrees
not to sell, transfer or otherwise dispose of any common stock of GLB on or
prior to the date of the meeting of GLB shareholders to vote on the Merger
Agreement, except for transfers to charities, charitable trusts, or other
charitable organizations under Section 501(c)(3) of the IRC, lineal descendant
or a spouse of the undersigned, or to a trust or other entity for the benefit
of
one or more of the foregoing persons, provided that the transferee agrees in
writing to be bound by the terms of this letter agreement; and
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(d) Represents
that the undersigned has the capacity to enter into this Letter Agreement and
that it is a valid and binding obligation enforceable against the undersigned
in
accordance with its terms, subject to bankruptcy, insolvency and other laws
affecting creditors' rights and general equitable principles.
The
obligations set forth herein shall terminate concurrently with any termination
of the Merger Agreement.
____________________________
This
Letter Agreement may be executed in two or more counterparts, each of which
shall be deemed to constitute an original, but all of which together shall
constitute one and the same Letter Agreement.
____________________________
The
undersigned intend to be legally bound hereby.
|
Sincerely,
|
| Name |
| Title |
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