EXHIBIT 99.8
Financial Trust Corp
0000 Xxxxxx Xxxxxxx
Xxxxxxxx, Xxxxxxxxxxxx 00000
December 19, 1996
Keystone Financial, Inc.
One Keystone Plaza
Front & Market Streets
P.O. Box 3660
Harrisburg, PA 17105-3660
Gentlemen:
The undersigned understands that Keystone Financial, Inc. ("Keystone") is
about to enter into an Agreement and Plan of Reorganization and an Agreement and
Plan of Merger (collectively, the "Merger Agreements") with Financial Trust Corp
("FTC"). The Merger Agreements provide for the merger of FTC into Keystone (the
"Merger") and the conversion of outstanding shares of FTC Common Stock into
Keystone Common Stock in accordance with the formula therein set forth.
In order to induce Keystone to enter into the Merger Agreements, and
intending to be legally bound hereby, the undersigned represents, warrants and
agrees that at the FTC Shareholders' Meeting contemplated by Section 6.3 of the
Agreement and Plan of Reorganization and any adjournment thereof the undersigned
will, in person or by proxy, vote or cause to be voted in favor of the Merger
Agreements and the Merger the shares of FTC 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 undersigned's proportionate voting interest) any other shares of
FTC 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 will use his
best efforts to cause any other shares of FTC Common Stock over which he has or
shares voting power to be voted in favor of the Merger Agreements and the
Merger.
The undersigned further represents, warrants and agrees that until the
earlier of (i) the consummation of the Merger or (ii) the termination of the
Merger Agreements in accordance with their terms, the undersigned will not,
directly or indirectly:
(a) vote any of the Shares, or cause or permit any of the Shares to be
voted, in favor of any other merger, consolidation, plan of liquidation,
sale of assets, reclassification or other transaction involving FTC or any
of its subsidiaries which would have the effect of any person other than
Keystone or an affiliate acquiring control over FTC, any of its
subsidiaries or any substantial portion of the assets of FTC or any of its
subsidiaries. As used herein, the term "control" means (1) the ability to
direct the voting of 10% or more of the outstanding voting securities of a
person having ordinary voting power in the election of directors or in the
election of any other body having similar functions or (2) the ability to
direct the management and policies of a person, whether through ownership
of securities, through any contract, arrangement or understanding or
otherwise.
(b) sell or otherwise transfer any of the Shares, or cause or permit
any of the Shares to be sold or otherwise transferred (i) pursuant to any
tender offer, exchange offer or similar proposal made by any person other
than Keystone or an affiliate, (ii) to any person seeking to obtain control
of FTC, any of its subsidiaries or any substantial portion of the assets of
FTC or any of its subsidiaries or to any other person (other than Keystone
or an affiliate) under circumstances where such sale or transfer may
reasonably be expected to assist a person seeking to obtain such control or
(iii) for the principal purpose of avoiding the obligations of the
undersigned under this agreement.
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 is not in any way intended to affect the exercise by the undersigned
of the undersigned's responsibilities as a director or officer of FTC or any of
its subsidiaries. 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, 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,
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Accepted and Agreed to:
KEYSTONE FINANCIAL, INC.
By
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Title
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Name of Director or Officer:
----------------------------
Shares of FTC Common Stock
Beneficially Owned
As of December 19, 1996
-----------------------
Capacity of
Name(s) of Director/Officer's Number of
Record Owner(s) Beneficial Ownership Shares
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