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EXHIBIT 4.2
SHAREHOLDER SUPPORT AGREEMENT
FIFTH THIRD BANCORP
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▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
February 27, 1999
▇▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
c/o Emerald Financial Corp.
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▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Dear ▇▇▇. ▇▇▇▇▇▇▇▇:
As you know, Fifth Third Bancorp, an Ohio corporation ("Fifth
Third"), and Emerald Financial Corp., an Ohio corporation ("Emerald."), are
concurrently entering into an Affiliation Agreement (the "Affiliation
Agreement") pursuant to which Emerald, will merge (the "Merger") with and into
Fifth Third with Fifth Third as the surviving corporation in the Merger.
As a shareholder, you believe it is in the best interests of Emerald
and all Emerald shareholders for the Merger to be consummated on the terms set
forth in the Affiliation Agreement. As a condition and inducement to Fifth
Third's willingness to enter in the Affiliation Agreement:
1. You represent that you have sole voting and dispositive power over
2,477,340 shares of common stock, no par value per share, of Emerald.
(the "Emerald Common Stock"), including 176,400 shares which are owned
by the ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Charitable Remainder Trust of which you are the
Trustee.
2. You agree that any additional shares of Emerald Common Stock
acquired by you shall be subject to the provisions of this Agreement.
3. At such time as Emerald conducts a meeting of or otherwise seeks a
vote of its shareholders for the purpose of approving and adopting the
Affiliation Agreement and the Merger (the "Emerald Meeting"), you agree
to vote all Emerald Common Stock then held or controlled by you in
favor of the Affiliation Agreement and the Merger.
4. You will use all reasonable efforts to cooperate with Fifth Third in
connection with the Merger, promptly take such actions as are necessary
or appropriate to consummate the Merger, and provide any information
reasonably requested by Fifth Third for any registration of the shares
of Fifth Third issued in the Merger, any regulatory application or
filing made or approval sought for the transactions contemplated by the
Affiliation Agreement.
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5. You hereby waive all rights available to you under the General
Corporation Law as contained in the Ohio Revised Code to demand
appraisal with respect to your Emerald Common Stock.
6. From the date hereof until the Effective Time or earlier termination
of this Agreement as provided in Paragraph 10 (the "Voting Term") you
agree not to sell your Emerald Common Stock or otherwise transfer your
voting rights with respect thereto (exclusive of your right to
designate a proxy to vote your shares).
7. You agree that during the Voting Term, you will not, and you will
not permit affiliates (as that term is defined in Rule 405 of the
Securities Act of 1933 (the "Securities Act")), to:
(i) acquire, offer to acquire or agree to acquire
(directly or indirectly, beneficially or of record,
by purchase or otherwise, alone or in concert with
others) a majority of Emerald outstanding common
stock;
(ii) undertake any merger, consolidation, asset
acquisition or disposition or tender offer or other
takeover action involving Emerald or any of its
affiliates or any of its assets, except as expressly
permitted by the Affiliation Agreement;
(iii) other than as a director of Emerald make, or in any
way participate, directly or indirectly, in any
"solicitation" of "proxies" (as a such terms are used
in the proxy rules of the Securities and Exchange
Commission) or seek to advise or influence any person
or entity with respect to the voting or acquisition
of any securities of Emerald;
(iv) other than as a director of Emerald, directly or
indirectly, whether through any employees, agents,
affiliates or otherwise, encourage, initiate, solicit
or participate in, any inquiries or proposals or
engage in any discussions or negotiations, concerning
any of the foregoing; or
(v) agree to do any of the foregoing.
8. The voting obligations set forth in this Agreement only extend to
the matters set forth herein and do not extend to the voting on other
matters and questions on which you have the right to vote under the
articles of incorporation of Emerald, its regulations, or the Ohio
Revised Code.
9. You are an "accredited investor" as such term is defined in Rule 501
under the Securities Act. You are purchasing the shares of Fifth Third
Common Stock for investment for your own account and not with any
present view toward resale or other distribution thereof. You have such
knowledge and experience in factual and business matters that you are
capable of evaluating the merits and risks of the investment in the
shares of Fifth Third Common Stock and are able to bear the economic
risk of investment in the shares of Fifth Third Common Stock. You
acknowledge that Fifth Third has made available to you prior to the
date hereof and prior to the purchase of any of the shares of Fifth
Third Common Stock, the opportunity to ask questions of, and receive
answers from, the representatives of Fifth Third concerning Fifth Third
and the terms and conditions of the Merger.
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10. This Agreement shall terminate upon the termination of the
Affiliation Agreement in accordance with its terms.
11. This Agreement shall not affect your obligations, to the extent you
serve in such capacity, as a director of Emerald.
12. This Agreement shall bind and benefit the successors, assigns,
executors, trustees and heirs of the parties hereto. You agree that
damages are inadequate for breach by you of any term of this Agreement
and that Fifth Third shall be entitled to preliminary and permanent
injunctive relief and specific performance to enforce this Agreement.
This Agreement shall be governed by and construed under the laws of the
State of Ohio (without giving effect to the choice of law provisions
thereof). Any term hereof which is invalid or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such invalidity or unenforceability without affecting the
remaining terms or their validity or enforceability in any other
jurisdiction. If any provision of this Agreement is so broad as to be
unenforceable, such provision shall be interpreted to be only so broad
as is enforceable.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original and all of such counterparts together shall
constitute one and the same instrument.
Please confirm that the foregoing correctly states the understanding
between us by signing and returning to Fifth Third a counterpart hereof.
Very truly yours,
FIFTH THIRD BANCORP
By: /s/ P. ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Accepted and agreed as of the date first above written:
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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(signature)
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