EXHIBIT 10.2
February 4, 1997
ML Bancorp, Inc.
Two Aldwyn Center
Villanova, PA 19085
Gentlemen:
The undersigned understands that ML Bancorp, Inc. ("Bancorp") is about to
enter into an Agreement and Plan of Merger (the "Merger Agreement") with
Penncore Financial Services Corporation ("Penncore"). The Merger Agreement
provides for the merger of Penncore into Bancorp (the "Merger") and the
conversion of outstanding shares of Penncore Common Stock into Bancorp Common
Stock and cash in accordance with the formula therein set forth.
In order to induce Bancorp to enter into the Merger Agreement, and
intending to be legally bound hereby, the undersigned represents, warrants and
agrees that at the Penncore Shareholders' Meeting contemplated by Section 4.3 of
the Agreement and Plan of Merger and any adjournment thereof the undersigned
will, in person or by proxy, vote or cause to be voted in favor of the Merger
Agreement and the Merger the shares of Penncore 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
Penncore 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 Penncore Common Stock
over which he has or shares voting power to be voted in favor of the Merger
Agreement 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 Agreement in accordance with its 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 Penncore or
its subsidiary Commonwealth State Bank ("Commonwealth") which would have
the effect of any person other than Bancorp or an affiliate acquiring
control over Penncore, Commonwealth or any substantial
portion of the assets of Penncore or Commonwealth (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); or
(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 Bancorp or an affiliate, (ii) to any person seeking to obtain control
of Penncore, Commonwealth or any substantial portion of the assets of
Penncore or Commonwealth or to any other person (other than Bancorp 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 Penncore or
Commonwealth. 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,
/s/ Xxxx X. Xxxxxxx, Xx.
Accepted and Agreed to:
ML BANCORP, INC.
By: /s/________________________
Title: President/CEO
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