EXHIBIT 99.5
National American Bancorp, Inc.
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July 26, 1995
Keystone Financial, Inc.
One Keystone ▇▇▇▇▇
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Gentlemen:
The undersigned understands that Keystone Financial, Inc. ("Keystone") is
about to enter into an Agreement and Plan of Reorganization and an Agreement and
Plan of Merger (collectively, the "Merger Agreements") with National American
Bancorp, Inc. ("NAB"). The Merger Agreements provide for the merger of NAB into
Keystone (the "Merger") and the conversion of outstanding shares of NAB Common
Stock into Keystone Common Stock in accordance with the formula therein set
forth.
In order to induce Keystone to enter into the Merger Agreements, and
intending to be legally bound hereby, the undersigned represents, warrants and
agrees that at the NAB Shareholders' Meeting contemplated by Section 6.03 of the
Agreement and Plan of Reorganization and any adjournment thereof the undersigned
will, in person or by proxy, vote or cause to be voted in favor of the Merger
Agreements and the Merger the shares of NAB 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
NAB 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 NAB Common Stock over which he has or
shares voting power to be voted in favor of the Merger Agreements 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 Agreements in accordance with their 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 NAB or First National Bank of Bradford County ("First National")
which would have the effect of any person other than Keystone or an
affiliate acquiring control over NAB, First National or any substantial
portion of the assets of NAB or First National. 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.
(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 Keystone or an affiliate, (ii) to any person seeking to obtain
control of NAB, First National or any substantial portion of the assets of
NAB or First National or to any other person (other than Keystone 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 NAB or First
National. 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,
________________________________
Accepted and Agreed to:
KEYSTONE FINANCIAL, INC.
By___________________________________
Title________________________________
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Name of Director or Officer: ___________
Shares of NAB Common Stock
Beneficially Owned
As of July 26, 1995
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Capacity of
Name(s) of Director's/Officer's Number of
Record Owner(s) Beneficial Ownership Shares
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