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EXHIBIT 10.4
October 27, 1997
CFX Corporation
000 Xxxx Xxxxxx
Xxxxx, Xxx Xxxxxxxxx 00000
Ladies and Gentlemen:
Peoples Heritage Financial Group, Inc. ("PHFG") and CFX Corporation
(the "Company") desire to enter into an Agreement and Plan of Merger, dated as
of October 27, 1997 (the "Agreement"), pursuant to which, subject to the terms
and conditions set forth therein, (a) the Company will merge with and into PHFG
(the "Merger") and (b) each share of Company common stock outstanding
immediately prior to the Merger (other than any dissenting shares under New
Hampshire law and certain other shares) will be converted into the right to
receive .667 of a share of PHFG common stock, plus cash in lieu of any
fractional share interest.
In consideration of the foregoing, the undersigned hereby irrevocably:
(a) Agrees to be present (in person or by proxy) at all
meetings of shareholders of PHFG called to vote for approval of the Agreement
and the Merger so that all shares of common stock of PHFG then owned by the
undersigned 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 in
favor of approval and adoption of the Agreement and the transactions
contemplated thereby (including any amendments or modifications of the terms
thereof approved by the Board of Directors of PHFG);
(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 PHFG, to approve or adopt the Agreement;
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CFX Corporation
October 27, 1997
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(c) 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, are
individually and in the aggregate de minimis within the meaning of Topic 2-E of
the Staff Accounting Bulletin Series of the SEC;
(d) 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;
(e) Acknowledges and agrees that the provisions of
subparagraphs (c) and (d) hereof apply to shares of PHFG common stock and
Company common stock owned by (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;
(f) 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 subparagraph (c)
hereof; and
(g) 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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It is understood and agreed that the provisions of subparagraphs (a)
and (b) of this Letter Agreement relate solely to the capacity of the
undersigned as a shareholder or
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CFX Corporation
October 27, 1997
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other beneficial owner of shares of PHFG common stock 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 PHFG. It is further understood
and agreed that such subparagraphs of this Letter Agreement are not in any way
intended to affect the exercise by the undersigned of any fiduciary
responsibility which the undersigned may have in respect of any shares of PHFG
common stock held by the undersigned as of the date hereof.
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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,
