EXHIBIT 4
STOCKHOLDER AGREEMENT
STOCKHOLDER AGREEMENT, dated as of October 25, 1995, by
and among Peoples Heritage Financial Group, Inc. (the
"Acquiror"), a Maine corporation, and certain stockholders of
Bank of New Hampshire Corporation (the "Company"), a New
Hampshire corporation, named on Schedule I hereto (collectively
the "Stockholders").
WITNESSETH:
WHEREAS, the Acquiror, First Coastal Banks, Inc. (the
"Acquiror Sub") and the Company have entered into an Agreement
and Plan of Merger, dated as of the date hereof (the
"Agreement"), which is being executed simultaneously with the
execution of this Stockholder Agreement and provides for, among
other things, the merger of the Acquiror Sub with and into the
Company (the "Merger"); and
WHEREAS, in order to induce the Acquiror to enter into the
Agreement, each of the Stockholders agrees to, among other
things, vote in favor of the Agreement in his or her capacities
as stockholders of the Company;
NOW, THEREFORE, in consideration of the premises, the
mutual covenants and agreements set forth herein and other good
and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. OWNERSHIP OF COMPANY COMMON STOCK. Each Stockholder
represents and warrants that the Stockholder has or shares the
right to vote and dispose of the number of shares of common
stock of the Company, no par value and stated value of $2.50
per share ("Company Common Stock"), set forth opposite such
Stockholder's name on Schedule I hereto.
2. AGREEMENTS OF THE STOCKHOLDERS. Each Stockholder
covenants and agrees that:
(a) such Stockholder shall, at any meeting of the
Company's stockholders called for the purpose, vote, or
cause to be voted, all shares of Company Common Stock in
which such stockholder has the right to vote (whether
owned as of the date hereof or hereafter acquired) in
favor of the Agreement;
(b) except as otherwise expressly permitted hereby,
such Stockholder shall not, prior to the meeting of the
Company's stockholders referred to in Section 2(a) hereof
or the earlier termination of the Agreement in accordance
with its terms, sell, pledge, transfer or otherwise
dispose of the Stockholder's shares of Company Common
Stock;
(c) such Stockholder shall not in his capacity as a
stockholder of the Company directly or indirectly
encourage or solicit or hold discussions or negotiations
with, or provide any information to, any person, entity or
group (other than the Acquiror or an affiliate thereof)
concerning any merger, sale of substantial assets or
liabilities not in the ordinary course of business, sale
of shares of capital stock or similar transactions
involving the Company or any subsidiary of the Company
(provided that nothing herein shall be deemed to affect
the ability of any Stockholder to fulfill his duties as a
director or officer of the Company); and
(d) such Stockholder shall use his reasonable best
efforts to take or cause to be taken all action, and to do
or cause to be done all things, necessary, proper or
advisable under applicable laws and regulations to
consummate and make effective the agreements contemplated
by this Stockholder Agreement.
Each Stockholder further agrees that the Company's
transfer agent shall be given an appropriate stop transfer
order and shall not be required to register any attempted
transfer of shares of Company Common Stock, unless the transfer
has been effected in compliance with the terms of this letter
agreement.
3. SUCCESSORS AND ASSIGNS. Subject to Section 5.13 of
the Agreement and the terms of the agreement with affiliates of
the Company referred to therein, a Stockholder may sell,
pledge, transfer or otherwise dispose of his shares of Company
Common Stock, provided that, with respect to any sale, transfer
or disposition which would occur on or before the meeting of
the Company's stockholders referred to in Section 2(a) hereof,
such Stockholder obtains the prior written consent of the
Acquiror and that any acquiror of such Company Common Stock
agree in writing to be bound by the terms of this Stockholder
Agreement.
4. TERMINATION. The parties agree and intend that this
Stockholder Agreement be a valid and binding agreement
enforceable against the parties hereto and that damages and
other remedies at law for the breach of this Stockholder
Agreement are inadequate. This Stockholder Agreement may be
terminated at any time prior to the consummation of the Merger
by mutual written consent of the parties hereto and shall be
automatically terminated in the event that the Agreement is
terminated in accordance with its terms.
5. NOTICES. Notices may be provided to the Acquiror and
the Stockholders in the manner specified in Section 8.4 of the
Agreement, with all notices to the Stockholders being provided
to them at the Company in the manner specified in such section.
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6. GOVERNING LAW. This Stockholder Agreement shall be
governed by the laws of the State of Maine without giving
effect to the principles of conflicts of laws thereof.
7. COUNTERPARTS. This Stockholder Agreement may be
executed in one or more counterparts, all of which shall be
considered one and the same and each of which shall be deemed
an original.
8. HEADINGS AND GENDER. The Section headings contained
herein are for reference purposes only and shall not affect in
any way the meaning or interpretation of this Stockholder
Agreement. Use of the masculine gender herein shall be
considered to represent the masculine, feminine or neuter
gender wherever appropriate.
IN WITNESS WHEREOF, the Acquiror, by a duly authorized
officer, and each of the Stockholders have caused this
Stockholder Agreement to be executed as of the day and year
first above written.
PEOPLES HERITAGE FINANCIAL
GROUP, INC.
By: /s/ Xxxxxxx X. Xxxx
_______________________________
Name: Xxxxxxx X. Xxxx
Title: Chairman, President and
Chief Executive Officer
COMPANY STOCKHOLDERS:
/s/ Xxxxxx Xxxxxxx Xxx
____________________________________
Xxxxxx Xxxxxxx Xxx
/s/ Xxxxxxxxx X. Xxxxxxx
____________________________________
Xxxxxxxxx X. Xxxxxxx
/s/ Xxxxx X. Xxxxxxx
____________________________________
Xxxxx X. Xxxxxxx
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SCHEDULE I
Number of Shares of
Company Common Stock
Name of Stockholder Beneficially Owned
Xxxxxx Xxxxxxx Xxx 173,680
Xxxxxxxxx X. Xxxxxxx 100,037
Xxxxx X. Xxxxxxx 167,451
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