STANDSTILL AGREEMENT
STANDSTILL AGREEMENT, dated this 25th day of August 1998, by and
between PERMANENT BANCORP, INC., a Delaware corporation (the "Corporation"), and
the individuals and entities identified on Exhibit A attached hereto
(collectively, the "Group"; individually, a "Group Member").
WHEREAS, the Corporation and the Group have agreed that it is in their
mutual best interests to enter into this Agreement as hereinafter described.
NOW THEREFORE, in consideration of the foregoing and the
representations, warranties, covenants and agreements contained herein and other
good and valuable consideration, the parties hereto mutually agree as follows:
1. Purchase and Sale of Shares. Simultaneously with the execution and
delivery of this Agreement, the Corporation shall pay to a broker $4,153,875 in
cash representing payment in full for all of the outstanding shares of common
stock, par value $0.01 per share, of the Corporation beneficially owned or
controlled by the Group Members (the "Shares"), and the Group shall cause the
Shares to be delivered through a broker to the Corporation.
2. Representations, Warranties and Covenants of the Group. The Group
and each Group Member hereby represent and warrant to the Corporation that (i)
LaSalle Financial Partners, Limited Partnership ( the" Partnership") owns the
Shares free and clear of all liens, claims and encumbrances of any kind, and has
the unqualified right and authority to enter into this Agreement and to sell,
assign and deliver the Shares pursuant to this Agreement; and (ii) no Group
Member, or any Affiliate or Associate thereof, as defined in Rule 12b-2 of the
Exchange Act Regulations, which definitions are attached hereto and incorporated
by reference as Exhibit B, controls or owns of record or beneficially any
securities of the Corporation other than the Shares. Exhibit A sets forth the
number of Shares beneficially owned or controlled by each Group Member as of the
date hereof.
The Group and each Group Member covenant and agree that neither the
Group nor any Group Member, nor any Affiliate or Associate thereof, shall,
hereafter acquire, or offer or agree to acquire, or act in concert with any
Affiliate, Associate, group or other person to acquire, or offer or agree to
acquire, directly or indirectly, beneficial or record ownership of, or the right
to vote, any shares of capital stock of the Corporation or any securities
convertible into such capital stock.
3. Remedies. The Corporation and the Group and each Group Member
acknowledge and agree that a breach by any party to this Agreement may give rise
to irreparable injury inadequately compensable in damages, and accordingly each
party shall be entitled to injunctive relief to prevent a breach of the
provisions
hereof and to enforce specifically the terms and provisions hereof in any state
or federal court having jurisdiction, in addition to any other remedy to which
such aggrieved party may be entitled to at law or in equity.
4. Governing Law and Choice of Forum. Delaware law, unless applicable
federal law or regulation is deemed controlling, shall govern the construction
and enforceability of this Agreement. Any and all actions concerning any dispute
arising hereunder shall be filed and maintained in a state or federal court, as
appropriate, sitting in the State of Delaware.
5. Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of and be enforceable by the successors and assigns,
and transferees by operation of law, of the parties. Except as otherwise
expressly provided for herein, this Agreement shall not inure to the benefit of,
be enforceable by or create any right or cause of action in any person,
including any stockholder of the Corporation, other than the parties hereto.
6. Entire Understanding. This Agreement contains the entire
understanding of the parties, and supersedes all prior agreements and
understandings between the parties, with respect to its subject matter.
7. Counterparts. This Agreement may be executed in counterparts, each
of which shall be an original, but which together shall constitute one and the
same agreement.
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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by the undersigned or duly authorized officers thereof as of the day and year
first above written.
PERMANENT BANCORP, INC.
By: /s/ Donald P. Weinzapfel
------------------------------------
Donald P. Weinzapfel
Chairman, President and Chief
Executive Officer
GROUP MEMBERS
/s/ Peter T. Kross
----------------------------------------
Peter T. Kross
/s/ Richard J. Nelson
----------------------------------------
Richard J. Nelson
/s/ Florence Nelson
----------------------------------------
Florence Nelson
LASALLE CAPITAL MANAGEMENT, INC.
By: /s/ Richard J. Nelson
------------------------------------
Richard J. Nelson
President
By: /s/ Florence Nelson
------------------------------------
Florence Nelson
Secretary and Treasurer
TALMAN FINANCIAL, INC.
By: /s/ Peter T. Kross
------------------------------------
Peter T. Kross
[Title]
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LASALLE FINANCIAL PARTNERS, LIMITED
PARTNERSHIP
By: /s/ Richard J. Nelson
------------------------------------
Richard J. Nelson, on behalf
of LaSalle Capital Management, Inc.
By: /s/ Florence Nelson
------------------------------------
Florence Nelson, on behalf of LaSalle
Capital Management, Inc.
By: /s/ Peter T. Kross
------------------------------------
Peter T. Kross, on behalf of
Talman Financial, Inc.
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EXHIBIT A
Shares of Permanent
Bancorp,
Inc. Capital Stock
Name of Group Member Beneficially Owned1
- --------------------------------------------------------------------------------
Peter T. Kross 302,100
Richard J. Nelson 302,100
Florence Nelson 0
LaSalle Capital 0
Management, Inc.
Talman Financial, Inc. 0
LaSalle Financial 302,100
Partners,
Limited Partnership
- --------
1/ Includes all shares over which the Group Member has sole or shared
voting or dispositive powers.
EXHIBIT B
Affiliate. An "affiliate" of, or a person "affiliated" with, a
specified person, is a person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
the person specified.
Associate. The term "associate" used to indicate relationship with any
person, means
(1) any corporation or organization (other than the registrant or a
majority-owned subsidiary of the registrant) of which such person is an officer
or partner or is, directly or indirectly, the beneficial owner of 10 percent or
more of any class of equity securities,
(2) any trust or other estate in which such person has a substantial
beneficial interest or as to which such person serves as trustee or in a similar
fiduciary capacity; and
(3) any relative or spouse of such person, or any relative of such
spouse, who has the same home as such person or who is a director or officer of
the registrant or any of its parents or subsidiaries.