EXHIBIT 99.4
September 7, 1999
F&M Bancorp
000 Xxxxxx Xxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
Each of the undersigned ("Stockholder") beneficially owns and
has sole voting power with respect to the number of shares of the common
stock, par value $0.01 per share (the "Shares"), of Patapsco Valley
Bancshares, Inc., a Maryland corporation (the "Company"), indicated
opposite such Stockholder's name below.
Simultaneously with the execution of this letter agreement, F&M
Bancorp, a Maryland corporation ("Buyer"), and the Company are entering
into an Agreement and Plan of Merger (the "Merger Agreement") providing,
among other things, for the merger of the Company with and into Buyer (the
"Merger"). We understand that Xxxxx has undertaken and will continue to
undertake substantial expenses in connection with the negotiation and
execution of the Merger Agreement and the subsequent actions necessary to
consummate the Merger and the other transactions contemplated by the Merger
Agreement.
In consideration of, and as a condition to, Xxxxx's entering
into the Merger Agreement, and in consideration of the expenses incurred
and to be incurred by Xxxxx in connection therewith, as of the date first
written above, Xxxxxxxxxxx agrees with Xxxxx as follows:
1. Stockholder shall vote or cause to be voted for the approval
of the Merger Agreement and the Merger, at any meeting of stockholders of
the Company called for the purpose of voting on the Merger Agreement or the
Merger or any adjournment thereof or in any other circumstance upon which a
vote, consent or other approval with respect to the Merger Agreement or the
Merger is sought, all of the Shares that Stockholder shall be entitled to
so vote, whether such Shares are held by Stockholder on the date of this
letter agreement or are subsequently acquired (whether pursuant to the
exercise of stock options or otherwise). Stockholder hereby waives any
rights of appraisal or rights to dissent from the Merger that Stockholder
may have.
2. Stockholder represents that Xxxxxxxxxxx has the complete and
unrestricted power and the unqualified right to enter into and perform the
terms of this letter agreement. Stockholder further represents that this
letter agreement constitutes a valid and binding agreement, enforceable
against Stockholder in accordance with its terms. Stockholder represents
that Stockholder owns the number of Shares indicated opposite Stockholder's
name below, free and clear of any liens, claims, charges or other
encumbrances and restrictions of any kind whatsoever ("Liens"), and has
sole and unrestricted voting power with respect to such Shares.
3. Notwithstanding anything herein to the contrary, the
agreements contained herein shall remain in full force and effect until the
earlier of (a) the consummation of the Merger and (b) the termination of
the Merger Agreement in accordance with Article IX thereof.
4. This letter agreement is to be governed by the laws of the
State of Maryland, without giving effect to the principles of conflicts of
laws thereof. If any provision hereof is deemed unenforceable, the
enforceability of the other provisions hereof shall not be affected.
5. Stockholder signs solely in his or her individual capacity
with respect to his or her beneficial ownership of Xxxxxx and makes no
agreement or understanding herein in any other capacity, including his or
her capacity as a director of the Company.
6. Xxxxxxxxxxx acknowledges and agrees that Xxxxx could not be
made whole by monetary damages in the event of any default by Stockholder
of the terms and conditions set forth in this Agreement. It is accordingly
agreed and understood that Xxxxx, in addition to any other remedy that it
may have at law or in equity, shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and specifically to
enforce the terms and provisions hereof in any action instituted in any
court of the United States or in any state having appropriate jurisdic
tion.
7. This Agreement may be executed in two or more counterparts,
each of which shall be considered an original but all of which together
shall constitute the same instrument.
8. Nothing contained herein shall be deemed to modify,
supersede or in any manner limit any other restrictions on the transfer of
the Shares imposed by any other agreement between Stockholder and Buyer,
except that this Agreement supersedes the letter agreement, dated September
7, 1999, among each of the undersigned and Buyer.
[BALANCE OF PAGE INTENTIONALLY LEFT BLANK]
Please confirm our agreement with you by signing a copy of this
letter.
Director, Executive Number of
Officer or Stockholder Shares Signatures
---------------------- --------- ----------
Xxxx X. Xxxxxx, III (individual 2,386.5050 ____________________
Xxxxx X. Xxxxxxx 1,927.5880 ____________________
Xxxxxx X. Xxxxx, Xx. 41,298.8598 ____________________
Xxxxxxx X. Xxxxx, Xx.
MD Uniform Gift to Minor A 5,572.9177
----------------------
Xxxxxx X. Xxxxx, Xx.
Xxxxxxxxx
Xxx X. Xxxxx
MD Uniform Gift to Minor A 5,956.3700
----------------------
Xxxxxx X. Xxxxx, Xx.
Xxxxxxxxx
Xxxxxxx X. Xxxxx, Xx. 18,059.7982
-----------------------
Xxxxxx Xxxxxxxxx Xxxxx 1,970.0568
-----------------------
Xxxx X. Xxxxx 12,667.0000
-----------------------
Xxxx Xxxxxxxxx Xxxxx 1,518.3994
-----------------------
Xxxxxxx X. Xxxxx 12,730.9355
-----------------------
Xxxxxxx Xxxxxxx Xxxxx 12,411.9274
----------------------
Xxxxxx X. Xxxxx Xxxxx
MD Uniform Gift to Minor A 5,952.0626
----------------------
Xxxxxx X. Xxxxx, Xx.
Xxxxxxxxx
Xxxxx X. Xxxxx
MD Uniform Gift to Minor A 5,956.3700
----------------------
Xxxxxx X. Xxxxx, Xx.
Xxxxxxxxx
Xxxxxxx X. Xxxxxxxxxx 102.1271 ____________________
Xxxxxx X. Xxxx 802.5298 ____________________
Xxxx X. Xxxxx 16,963.4913 ____________________
Xxxxxx X. Xxxxxxxx, III 1,544.5130 ____________________
Xxxx X. Xxxxxxxxx 39,757.8626 ____________________
Xxxxxx X. Xxxxxx 0 ____________________
Xxxxx X. XxXxx 1,092.3204 ____________________
Xxxxxxx X. Xxxxxxxxxxx 0 ____________________
Xxxxxxx X. Xxxxxxxxxx 13,611.0010 ____________________
Xxxx X. Xxxxxx, Xx. 28,975.2550 ____________________
Xxxxxx X. Xxxxxx 42,720.0000 ____________________
WW Services Limited
Partnership 19,225.8996
---------------------
Xxxx X. Xxxxxx, Xx.
General Partner
---------------------
Xxxx X. Xxxxxx, III
General Partner
Westminster Warehousing
Services, Inc. 6,860.8366
----------------------
Xxxx X. Xxxxxx, Xx.
President
Xxxxxx to and Accepted as of this
7th day of September, 1999
F&M BANCORP
By:__________________________
Name:
Title:
