Exhibit 99(d)
FORM OF AFFILIATE'S AGREEMENT SUMMIT FINANCIAL GROUP, INC.
____________, 1999
Summit Financial Group, Inc.
000 Xxxxx Xxxx Xxxxxx
P. O. Xxx 000
Xxxxxxxxxx, Xxxx Xxxxxxxx 00000
Attention: H. Xxxxxxx Xxxxx, III
Ladies and Gentlemen:
I have been advised that I may be deemed to be, but do not admit that
I am, an "affiliate" of South Branch Valley Bancorp, Inc., a West Virginia
corporation ("South Branch"), as that term is defined in the Securities and
Exchange Commission's Accounting Series Releases 130 and 135. I understand that
pursuant to the terms of the Agreement and Plan of Merger, dated as of _____ __,
1999 (the "Merger Agreement"), by and between South Branch and Potomac Valley
Bank, a West Virginia corporation ("Potomac"), wholly-owned subsidiary of South
Branch (the "Merger"), will merge with and into Potomac, and that the Merger is
intended to be accounted for under the "pooling-of-interests" accounting method.
I have carefully read this letter and reviewed the Merger Agreement
and discussed their requirements and other applicable limitations upon my
ability to sell, transfer, or otherwise dispose of common stock of South Branch
and Potomac, to the extent I felt necessary, with my counsel or counsel for
Summit.
I hereby represent, warrant and covenant with and to Summit that:
1. I will not sell, transfer or otherwise dispose of, or reduce my
risk relative to, any shares of common stock of Potomac or Summit
(whether or not acquired by me in the Merger) during the period
commencing 30 days prior to the effective date of the Merger and
ending at such time as Summit notifies me that results covering
at least 30 days of combined operations of Potomac and Summit
after the Merger have been published by Summit. I understand
that Summit is not obligated to publish such combined financial
results except in accordance with its normal financial reporting
practice.
2. I further understand and agree that this letter agreement shall
apply to all shares of common stock of Potomac and Summit that I
am deemed to beneficially own pursuant to applicable federal
securities laws.
3. If Summit advises me in writing that additional restrictions
apply to my ability to sell, transfer, or otherwise dispose of
common stock of Potomac or Summit in order for Summit to be
entitled to use the "pooling-of-interests" accounting method, I
will abide by such restrictions.
Very truly yours,
By_______________________
Name:
Accepted this ____ day of
_______________, 1999.
Summit Financial Group, Inc.
By________________________
Name:
Title:
