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July 20 1998
Peoples Heritage Financial Group, Inc.
X.X. Xxx 0000
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxx 00000-0000
Ladies and Gentlemen:
Peoples Heritage Financial Group, Inc. ("PHFG") and SIS Bancorp, Inc.
(the "Company") desire to enter into an Agreement and Plan of Merger, dated as
of July 20, 1998 (the "Agreement"), pursuant to which, subject to the terms and
conditions set forth therein, (a) the Company will merge with and into a
wholly-owned subsidiary of PHFG (the "Merger") and (b) each share of Company
common stock outstanding immediately prior to the Merger (other than any
dissenting shares under Massachusetts law and certain other shares) will be
converted into the right to receive 2.25 shares of PHFG common stock, plus cash
in lieu of any fractional share interest.
In consideration of the foregoing, the undersigned hereby irrevocably:
(a) Agrees not to sell, or in any other way reduce the risk
of the undersigned relative to, any shares of common stock of the Company or of
common stock of PHFG, during the period commencing thirty days prior to the
effective date of the Merger and ending on the date on which financial results
covering at least thirty days of post-Merger combined operations of PHFG and the
Company have been published within the meaning of Topic 2-E of the Staff
Accounting Bulletin Series of the Securities and Exchange Commission ("SEC"),
provided, however, that excluded from the foregoing undertaking shall be such
sales, pledges, transfers or other dispositions of shares of Company common
stock or shares of PHFG common stock which, in PHFG's sole judgment (after
consulting with its independent public accountants), are individually and in the
aggregate de minimis within the meaning of Topic 2-E of the Staff Accounting
Bulletin Series of the SEC;
(b) Agrees that neither the Company nor PHFG shall be bound
by any attempted sale or other transfer of any shares of Company common stock or
PHFG common stock, respectively, and the Company's and PHFG's transfer agents
shall be given appropriate stop transfer orders and shall not be required to
register any such attempted sale or other transfer, unless the sale has been
effected in compliance with the terms of this Letter Agreement;
(c) Acknowledges and agrees that the provisions of
subparagraphs (a) and (b) hereof apply to shares of PHFG common stock and
Company common stock owned by
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Peoples Heritage Financial Group, Inc.
July 20, 1998
Page 2
(i) his or her spouse, (ii) any of his or her relatives or relatives of his or
her spouse occupying his or her home, (iii) any trust or estate in which he or
she, his or her spouse, or any such relative owns at least a 10% beneficial
interest or of which any of them serves as trustee, executor or in any similar
capacity and (iv) any corporation or other organization in which the
undersigned, any affiliate of the undersigned, his or her spouse, or any such
relative owns at least 10% of any class of equity securities or of the equity
interest;
(d) Represents that the undersigned has no plan or intention
to sell, exchange, or otherwise dispose of any shares of common stock of PHFG
prior to expiration of the time period referred to in paragraph (a) hereof; and
(e) 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.
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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.
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This Letter Agreement shall terminate concurrently with any termination
of the Agreement in accordance with its terms.
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The undersigned intends to be legally bound hereby.
Sincerely,
