[EXHIBIT 99.6 TO S-4]
October 8, 1997
Indiana United Bancorp
000 X. Xxxxxxxx
Xxxxxxxxxx, XX 00000
P.T.C. Bancorp
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Gentlemen:
In my capacity as a shareholder of Indiana United Bancorp ("IUB"), and not
in my capacity as a current director or officer of IUB, I hereby confirm my
agreement made with each of you to induce you to execute respectively the
Agreement and Plan of Merger (the "Agreement") dated as of October 8, 1997
between P.T.C. Bancorp ("PTC") and IUB. Our agreement is as follows:
1. At any meeting of the shareholders of IUB:
(a) I will vote all of my shares of IUB Common Stock ("Shares") in
favor of the transactions contemplated by the Agreement;
(b) I will vote my Shares against any action or agreement that would
result in a breach in any material respect of any covenant,
representation or warranty or any other obligation of PTC under
the Agreement; and
(c) I will vote my Shares against any action or agreement that would
impede, interfere with or attempt to discourage the consummation
of the transactions contemplated by the Agreement, including, but
not limited to:
(i) any extraordinary corporate transaction (other than the
merger contemplated by the Agreement), such as a merger,
consolidation, business combination, share exchange,
reorganization, recapitalization or
October 8, 1997
Page 2
liquidation involving IUB;
(ii) a sale or transfer of a material amount of assets of IUB;
(iii)any change in the management or board of directors of IUB,
except as otherwise agreed to in writing by you; or
(iv) any other material change in IUB's corporate structure or
business.
2. Until termination of the Agreement in accordance with its terms:
(a) I will maintain full voting power over all of the Shares over
which I have such power at the date of this agreement; and
(b) I will not solicit or enter into any negotiations with, or
furnish or cause to be furnished any information concerning the
business or assets of IUB to, any person or entity (other than
IUB or PTC in connection with the Agreement) and I will promptly
communicate to you any solicitation or inquiry I receive.
It is understood and acknowledged that nothing contained in our agreement
is intended to restrict me from voting on any matter, or otherwise from acting,
in my capacity as a director or officer of IUB with respect to any matter,
including but not limited to, the management or operation of IUB.
Very truly yours,
/s/ Xxxxxx X. Xxxxxxx
----------------------------------