Securities and Exchange Commission
Washington, D.C. 20549
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant[ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
NEW ENGLAND COMMUNITY BANCORP, INC.
(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
--------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------
5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
---------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
[Logo] New England Community Bancorp
March 20, 1998
Dear Shareholder:
I am pleased to invite you to the 1998 Annual Meeting of Shareholders of New
England Community Bancorp, Inc. ("NECB"), which will be held on Tuesday, April
21, 1998, at 10:00 a.m. at the Hartford Golf Club, 134 Norwood Drive, West
Hartford, Connecticut.
The accompanying Notice of Annual Meeting of Shareholders and proxy statement
contain the matters to be considered and acted upon. Please take a few moments
to familiarize yourself with these materials.
In recent years the Securities and Exchange Commission ("SEC") has urged
companies to write documents in everyday language that investors can understand.
The agency is also running a pilot program for issuers who volunteer to file
their documents, including proxy statements, in "plain English." In addition to
using "plain English," we have made numerous stylistic changes which help make
the statement easier to read and understand.
I hope you will be able to attend the meeting but if you cannot do so, it is
important that your shares be represented and voted. I URGE YOU TO MARK, SIGN,
DATE AND RETURN THE ENCLOSED PROXY PROMPTLY IN THE RETURN ENVELOPE PROVIDED.
Sincerely yours,
/s/David A. Lentini
- -------------------
David A. Lentini
Chairman, President and
Chief Executive Officer
<PAGE>
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
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<TABLE>
<S> <C>
NOTICE OF ANNUAL MEETING ............................................. Cover
ATTENDANCE AND VOTING MATTERS ....................................... 1
PERSONS OWNING MORE THAN FIVE PERCENT OF NECB STOCK .................. 2
THE NECB BOARD OF DIRECTORS .......................................... 2
NECB STOCK OWNED BY DIRECTORS AND EXECUTIVE OFFICERS ............... 5
APPROVAL OF STOCK OPTION PLAN FOR NON-OFFICER DIRECTORS ............ 5
AMENDMENT AND RESTATEMENT OF THE CERTIFICATE OF INCORPORATION ...... 6
REPORT ON EXECUTIVE COMPENSATION .................................... 8
STOCK PERFORMANCE GRAPH ............................................. 10
COMPENSATION OF EXECUTIVE OFFICERS ................................. 11
OTHER INFORMATION RELATING TO DIRECTORS AND EXECUTIVE OFFICERS ...... 14
APPOINTMENT OF INDEPENDENT AUDITORS ................................. 15
OTHER MATTERS ...................................................... 15
APPENDIX A--PROPOSED AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION ...................................................... A-1
</TABLE>
<PAGE>
NEW ENGLAND COMMUNITY BANCORP, INC.
OLD WINDSOR MALL
WINDSOR, CONNECTICUT 06095
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TUESDAY, APRIL 21, 1998,
10:00 A.M.
HARTFORD GOLF CLUB
134 NORWOOD DRIVE WEST
HARTFORD, CONNECTICUT
March 20, 1998
Fellow Shareholder:
You are cordially invited to attend the 1998 New England Community Bancorp
("NECB" or the "Company") Annual Meeting of Shareholders to:
o Elect the board of directors.
o Approve a stock option plan of the Company for non-officer directors.
o Approve the Amendment of the Certificate of Incorporation of NECB to
increase the number of shares of Common Stock it is authorized to issue
from 10,000,000 to 20,000,000.
o Approve the Amendment of the Certificate of Incorporation of NECB to
eliminate the present Article XI, relating to business combinations.
o Approve the Amendment of the Certificate of Incorporation of NECB to
incorporate prior amendments, reflect revisions in the General
Corporation Law of Delaware and make minor changes in wording.
o Approve the appointment of Shatswell, MacLeod & Company, P.C. as
independent auditors for 1998.
o Conduct other business properly brought before the meeting.
Shareholders of record at the close of business on February 27, 1998 may
vote at the meeting.
Your vote is important. Whether you plan to attend or not, please sign,
date, and return the enclosed proxy card in the envelope provided. If you attend
the meeting and prefer to vote in person, you may do so.
I look forward to seeing you at the meeting.
By the Order of the Board of Directors,
/s/ Angelina J. McGillivray
----------------------------
Angelina J. McGillivray
Secretary
<PAGE>
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PROXY STATEMENT
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THIS PROXY SOLICITATION IS BEING MADE BY THE BOARD OF DIRECTORS OF NECB
(the "NECB BOARD"). This proxy statement and form of proxy are first being sent
to security holders on March 20, 1998.
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ATTENDANCE AND VOTING MATTERS
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VOTING METHODS
You can vote on matters to come before the meeting in three ways:
o You can come to the Annual Meeting and cast your vote, or
o You can vote by signing and returning the enclosed proxy card. If you do
so, the individuals named on the card will vote your shares in the
manner you indicate. If you do not indicate, your shares will be voted
FOR the directors, FOR the stock option plan for non-officer directors,
FOR each of the amendments and restatement of the Certificate of
Incorporation and FOR the appointment of auditors.
o If you want to give your proxy to someone other than the individuals
noted on the proxy card, you may do so by crossing out the name of those
individuals and inserting the name of the individuals you are
authorizing to vote.
If you send in a proxy, and wish to change your vote, you can do so by
voting at the meeting, by sending in another proxy card with a later date, or by
giving written notice to the Secretary of NECB.
THE QUORUM REQUIREMENT
A quorum of shareholders is necessary to hold a valid meeting. If at least
one-third of shareholders are present in person or by proxy, a quorum will
exist. Abstentions and broker non-votes are counted as present for establishing
a quorum. A broker non-vote occurs when a broker votes on some matters on the
proxy card but not on others because he does not have the authority to do so.
VOTE NECESSARY FOR ACTION
Directors are elected by a plurality vote of shares present at the meeting,
meaning that the director nominee with the most affirmative votes for a
particular slot is elected for that slot. In an uncontested election for
directors, the plurality requirement is not a factor. The proposals to amend and
restate the Certificate of Incorporation must receive the affirmative vote of a
majority of the outstanding shares and a majority of the shares beneficially
held by shareholders, other than
1
<PAGE>
a company which holds more than 5% of the shares of Common Stock outstanding.
Abstentions and non-votes have the effect of a no vote on such matters. All
other action is by an affirmative vote of the majority of the shares present at
the meeting.
RECORD DATE
The NECB Board has set a record date to determine the date shareholders
must own their stock in order to be able to vote at the meeting. The date is
February 27, 1998. Each share entitles its owner to one vote. As of this date,
there were 5,160,626 shares of Common Stock outstanding.
MATTERS RAISED AT THE MEETING NOT INCLUDED IN THIS STATEMENT
We do not know of any matters to be acted upon at the meeting other than
those discussed in this statement. If any other matter is presented, proxy
holders will vote on the matter in their discretion.
To present other matters to the meeting you must provide advance written
notice to NECB. For purposes of the 1999 Annual Meeting, that notice must be
received by November 20, 1998.
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PERSONS OWNING MORE THAN FIVE PERCENT OF NECB STOCK
- --------------------------------------------------------------------------------
The following table lists all shareholders known by NECB to own
beneficially more than 5% of the 5,160,626 shares of Common Stock outstanding as
of February 27, 1998.
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TOTAL AMOUNT
OF BENEFICIAL PERCENT
NAME AND ADDRESS OWNERSHIP OF CLASS
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Wellington Management Co.
75 State Street, 19th Floor 415,514 8.05%
Boston, MA 02119
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THE NECB BOARD OF DIRECTORS
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A Board of eight Directors is to be elected at this Annual Meeting to hold
office until the next Annual Meeting and the election and qualification of their
successors. The Governance Committee of the NECB Board has nominated the
following persons (the "Nominees"), and it is intended that proxies will be
voted in favor of all these persons. If, for any reason, any of the Nominees is
not able or willing to serve as a Director when the election occurs (a situation
which is not presently contemplated), it is intended that the proxy will be
voted for the election of a substitute nominee in accordance with the judgment
of the proxy holder.
2
<PAGE>
NOMINEES FOR DIRECTOR
<TABLE>
<CAPTION>
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<S> <C> <C> <C> <C>
DIRECTOR OF
NAME AGE POSITION AND PRINCIPAL OCCUPATION COMMITTEE MEMBERSHIP NECB SINCE
- ------------------------------------------------------------------------------------------------------------
John C. Carmon 50 President, Carmon Funeral Executive and 1985
Home, Inc. CRA
- ------------------------------------------------------------------------------------------------------------
Gary J. DeNino 43 President, IMSCO, Inc. Loan, Audit, 1995
(IMSCO, Inc., is a Compensation
domestic market and Governance
representative of
international products.)
- ------------------------------------------------------------------------------------------------------------
Frank A. Falvo 55 Executive Vice President Executive, Loan 1995
of NECB and CRA
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Dominic J. Ferraina 65 Chairman of the Board of Executive, Loan, 1986
NEBT, Practicing Compensation
Attorney and Governance
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John R. Harvey 50 Partner, Harvey & Audit 1995
Horowitz, P.C. (certified
public accountants)
- ------------------------------------------------------------------------------------------------------------
David A. Lentini 51 Chairman, President and Executive, Loan 1993
CEO of NECB and CRA
- ------------------------------------------------------------------------------------------------------------
Angelina J. McGillivray 48 Secretary of NECB, Executive, Loan, 1993
Manager, Coccomo Compensation,
Associates Realtors, LLC Governance and
CRA
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Michael P. Solimene 52 President, Semac Electric Loan 1997
Co. Inc.
- ------------------------------------------------------------------------------------------------------------
</TABLE>
The NECB Board recommends a vote FOR all nominees for election as directors.
MEETINGS AND COMMITTEES
During 1997, the NECB Board met fourteen times. Committees of the NECB
Board met as follows: Community Reinvestment Act ("CRA") Committee met once, the
Audit Committee met three times, the Compensation and the Governance Committees
each met four times. In 1997, all NECB Board members attended more than 75% of
the meetings of the NECB Board and its committees on which they serve.
The EXECUTIVE COMMITTEE consists of five members. It meets only when there
is not time to submit urgent matters to the full NECB Board. During 1997, the
Committee did not met because all matters otherwise reviewable by it were
reviewed by the entire NECB Board.
The CRA COMMITTEE consists of four members and reviews matters and suggests
initiatives which may affect NECB's CRA compliance.
3
<PAGE>
The AUDIT COMMITTEE assists the Boards of Directors of New England Bank and
Trust Company, The Equity Bank and Community Bank (collectively the
"Subsidiaries") in fulfilling their fiduciary responsibilities relating to their
corporate accounting and reporting practices respectively. Additionally, the
Audit Committee reviews the records and affairs of NECB to determine its
financial condition, reviews with management and the independent auditors NECB's
internal control systems, and monitors NECB's adherence in accounting and
financial reporting to generally accepted accounting principles.
The COMPENSATION COMMITTEE, composed of three independent non-employee
members of the NECB Board, determines issues related to compensation programs
and policies including compensation actions for the Chief Executive Officer and
other executive officers (see Compensation Committee Report on Executive
Compensation).
The GOVERNANCE COMMITTEE consists of three members. The Governance
Committee was formed to assist the NECB Board with issues related to its
membership as well as issues related to the Articles of Incorporation and Bylaws
of the Company. Issues related to membership include, but are not limited to,
issues such as the size and membership of the NECB Board and its standing
committees. The Committee, acting as the nominating committee, met on March 12,
1998 and recommended the proposed slate of Nominees, as presented in this proxy
statement, to seek election at the 1998 Annual Meeting to serve as directors of
NECB.
The Governance Committee will consider additional nominees during the year
as corporate needs dictate, and will advise the NECB Board as to its
recommendations. The Governance Committee will consider recommendations by
shareholders for nomination as directors, provided such recommendations are
submitted in accordance with certain procedures set forth in NECB's Bylaws. A
copy of the Bylaws will be sent to any shareholder upon written request.
COMPENSATION OF DIRECTORS
For their service on the NECB Board during 1997, directors (other than
executive officers of NECB who are Board members) received an annual retainer of
$3,000, plus $300 for each Board meeting attended and $150 for each committee
meeting attended. Each Committee Chairman received additional annual
compensation of $1,000.
4
<PAGE>
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NECB STOCK OWNED BY DIRECTORS AND EXECUTIVE OFFICERS
- --------------------------------------------------------------------------------
The following table shows, as of February 27, 1998, the number of shares of
Common Stock and the percent of outstanding Common Stock beneficially owned by
(i) each of the current directors, (ii) each of the executive officers named in
the Summary Compensation Table (on page 11), and (iii) all directors and
executive officers as a group.
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SHARES PERCENT
BENEFICIALLY OF
NAME OWNED(1) CLASS(2)
- --------------------------------------------------------------------------------
John C. Carmon 20,196(3) 0.4%
Gary J. DeNino 28,146 0.5
Frank A. Falvo 27,537(3) 0.5
Dominic J. Ferraina 16,500(3) 0.3
Donat A. Fournier 22,547(3) 0.4
Anson C. Hall 18,137(3) 0.4
John R. Harvey 15,165(3) 0.3
David A. Lentini 45,870(3) 0.9
Angelina J. McGillivray 255,176(4)(5) 4.9
Michael P. Solimene 92,009(3) 1.8
All Directors and Executive Officers as a Group
(10 persons) 541,283 10.4%
- --------------------------------------------------------------------------------
(1)Amounts shown include 13,200 shares that may be acquired by each of Messrs.
Falvo, Fournier, Hall and 17,600 by Mr. Lentini.
(2)For purposes of this calculation, the number of shares of Common Stock used
includes shares outstanding as of February 27, 1998 of 5,160,626 plus any
shares subject to options granted to that individual and exercisable within
sixty (60) days of February 27, 1998. 3 Includes shares owned by, or as to
which voting power is shared with, spouse, children, or affiliates.
(4)Includes 93,683 shares owned by John A. Coccomo Sr. Amended and Restated
Trust, of which Mrs. McGillivray is a beneficiary.
(5)Includes 37,413 shares owned by John A. Coccomo Sr., Foundation for the
Blind, Inc., a charitable trust of which Mrs. McGillivray is a trustee and
for which ownership has been disclaimed by Mrs. McGillivray.
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APPROVAL OF STOCK OPTION PLAN FOR NON-OFFICER DIRECTORS
- --------------------------------------------------------------------------------
On August 28, 1997, the NECB Board adopted a Stock Option Plan (the "Plan")
for directors who are not otherwise employees of the Company or any of its
subsidiaries. Each non-officer director was granted an option to purchase 11,000
shares of NECB's Common Stock at the fair market value of a share on such date,
determined pursuant to the Plan to be $17.27 per share, the last sales price of
a share of Common Stock on the Nasdaq Stock Market as reported for that date.
The Plan is subject to the approval of the shareholders, and the Plan and
all options granted to date will be null and void if the majority of the
shareholders present at the meeting do not vote in favor of the adoption of the
Plan. If adopted by the shareholders, the Plan will terminate on August 28,
2007.
The Plan was adopted to attract and retain the continued services of
qualified non-officer directors of NECB and to encourage them to secure or
increase their stock ownership. The NECB Board believes that the Plan will
promote continuity of management and increased personal interest in the welfare
of the Company by those directors.
5
<PAGE>
Options to purchase a total of 66,000 shares are presently held by NECB's
six non-officer directors. A total of 330,000 shares of the authorized but
unissued shares of the Common Stock have been reserved for issuance upon the
exercise of options granted pursuant to the Plan. However, future grants of
options will be made only upon approval of NECB's shareholders.
The Plan is administered by the Executive Compensation Committee--which
consists of a minimum of three members of the NECB Board. The Committee
prescribes rules and regulations relating to the Plan and makes other
determinations necessary for its administration. It will also make adjustments
to the option price and number of shares subject to an option in the case of
stock dividends or a recapitalization, or arrangements in the case of a merger,
consolidation, reorganization or liquidation.
Each option may be exercised in five equal installments, commencing from
the date it is granted. No option may be exercised, however, until the Plan is
approved by the shareholders of NECB. If an option holder dies or is disabled,
or if a director's service as a director is terminated following a "Change in
Control", all options held by such person will become exercisable immediately. A
"Change in Control" is defined as ownership of 35% or more of the voting power
of the Common Stock, a merger for cash or securities or one in which NECB is not
the surviving entity, unless the NECB shareholders' proportionate interest in
the surviving Company is unchanged, a sale, lease or other transfer of all or
substantially all the assets of NECB, or if continuing directors do not
constitute at least 70% majority of the NECB Board in any 24-month period. The
ownership of 35% or more of the voting power can be determined not to be a
Change of Control by a 70% vote of the continuing directors.
The NECB Board recommends a vote FOR the approval of the Stock Option Plan.
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AMENDMENT AND RESTATEMENT OF THE CERTIFICATE OF INCORPORATION
- --------------------------------------------------------------------------------
The Certificate of Incorporation of NECB was last restated on June 25,
1984. Since that time, it has been amended on July 14, 1987, September 28, 1994
and May 16, 1995. The document presently consists of 49 pages. The number of
amendments, some of which are inconsistent in form, makes it cumbersome.
In addition, the NECB Board has recommended that certain specific changes
be made in the NECB Certificate of Incorporation. They are:
1. To increase the number of shares of Common Stock it is authorized to
issue from 10,000,000 to 20,000,000.
2. To eliminate the present Article XI, relating to business combinations.
3. To incorporate prior amendments, reflect revisions in the General
Corporation Law of Delaware and make minor changes in wording.
INCREASE IN THE AMOUNT OF COMMON STOCK THE NECB BOARD CAN ISSUE
The NECB Board is presently authorized to issue 10,000,000 shares of Common
Stock. Of this amount, 6,051,626 are presently issued, or reserved for issuance
upon the exercise of options.
6
<PAGE>
The NECB Board believes that to maintain its competitive edge, NECB must be
able to continue its strategy for growing the Company through a combination of
internal growth and acquisitions. The later effort is the result of the trend in
the industry toward fewer, but larger, banks which will be capable of utilizing
the new powers Congress has provided banks and bank holding companies. Since
1995, NECB has acquired four banking entities and issued more than 2.5 million
shares of its Common Stock. Recently, NECB announced an agreement to acquire
Olde Port Bank and Trust, in Portsmouth, New Hampshire.
The NECB Board considers the proposed increase in the number of authorized
shares desirable because it would give the NECB Board the necessary flexibility
to issue Common Stock in connection with stock dividends and splits,
acquisitions, financings and employee benefits and for other general corporate
purposes without the expense and delay incidental to obtaining shareholder
approval of an amendment to the Certificate increasing the number of authorized
shares at the time of such action, except as may be required for a particular
issuance by applicable law or by the rules of any stock exchange on which the
Company's securities may then be listed. The shareholders of the Company do not
have any preemptive rights with respect to the issuance of any additional shares
of Common Stock, and the shares of Common Stock authorized pursuant to this
proposal would likewise contain no preemptive rights. The Company has no current
plans, understandings or agreements regarding stock dividends and splits,
acquisitions, financings and employee benefits that would cause the Company to
issue any of the additional shares of common Stock authorized by this proposal.
DILUTIVE EFFECT OF ISSUANCE OF ADDITIONAL SHARES
The authorization of additional shares of Common Stock pursuant to this
proposal will have no dilutive effect upon the proportionate voting power of the
present shareholders of the Company. However, to the extent that shares are
subsequently issued to persons other than the present shareholders and/or in
proportions other than the proportion that presently exists, such issuance could
have a substantial dilutive effect on present shareholders.
The NECB Board believes, however, that the proposed amendment to Article IV
of the Certificate will provide several long-term benefits to the Company and
its shareholders, including the flexibility to pursue acquisitions in exchange
for Common Stock of the Company. While the Company has no specific plans,
proposals, understandings or agreements for any such acquisition, the issuance
of additional shares of Common Stock for an acquisition may have a dilutive
effect on earnings per share and book value per share, as well as a dilutive
effect on the voting power of existing shareholders. The Company would expect
that any such dilutive effect on earnings per share and/or book value per share
would be relatively short-term in duration.
ANTI-TAKEOVER EFFECT
The issuance of additional shares of Common Stock by the Company also may
potentially have an anti-takeover effect by making it more difficult to obtain
shareholder approval of various actions, such as a merger. The proposed increase
in the number of authorized shares of Common Stock could enable the Board of
Directors to render more difficult an attempt by another person
7
<PAGE>
or entity to obtain control of the Company, though the Board of Directors has no
present intention of issuing additional shares for such purposes and has no
present knowledge of any such takeover efforts.
The Board of Directors recommends a vote FOR the approval to increase
authorized shares of Common Stock from 10,000,000 to 20,000,000.
ELIMINATION OF THE "ANTI-TAKEOVER" PROVISIONS OF ARTICLE XI
The present Article XI was enacted to prevent a takeover of the Company, or
certain undesirable business dealings, with persons or groups of persons who
owned 5% or more of the Common Stock of NECB. It is complicated, and becomes
more difficult to administer as the Company gets larger. The NECB Board does not
feel that the Company needs the protection now, and believes that some of the
provisions of Article XI may make it difficult to complete transactions which
may be beneficial for NECB. The General Corporation Law of Delaware contains
protective provisions which the NECB Board deems adequate, relating to business
dealings with persons or groups of persons owning 15% or more of the Common
Stock.
The Board of Directors recommends a vote FOR the elimination of Article XI.
REFLECTING REVISIONS IN CORPORATION LAW
Three changes have been made: (i) Prior amendments have been incorporated,
(ii) Article VII, regarding indemnification of directors, officers, employees
and agents of the Company, has been revised to conform to the current General
Corporation Law of the State of Delaware, and (iii) there have been stylistic
changes, but there have been no substantive changes.
The Board of Directors recommends a vote FOR these changes.
COPY OF PROPOSED AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
A copy of the proposed Amended and Restated Certificate of Incorporation as
it would be in effect if all three proposals are approved is attached to this
Proxy Statement as Exhibit A. Shareholders are encouraged to review it
carefully.
- --------------------------------------------------------------------------------
REPORT ON EXECUTIVE COMPENSATION
- --------------------------------------------------------------------------------
The Executive Compensation Committee is composed of three independent
non-employee members of the NECB Board who initiate all compensation actions for
the Chief Executive Officer ("CEO") and recommend the compensation for all
executive officers.
8
<PAGE>
NECB's executive compensation programs are designed to be market
competitive in order to attract and retain highly qualified and experienced
executives who are motivated to enhance shareholder value. In 1997, the
Committee's compensation recommendations with respect to the CEO and other
executive officers as defined in the Summary Compensation Table (the "Named
Executive Officers") continued to be driven by NECB's strategy to place emphasis
on variable compensation. In order to link the Named Executive Officers' pay
closely with the interests of NECB's shareholders, this variable compensation
takes the form of performance-based awards and equity awards. NECB's goal is to
ensure that the total pay for each of the Named Executive Officers reflects the
executive's position, duties and level of responsibility and is comparable to
the compensation paid to executives in similar positions at financial
institutions of NECB's size (measured by total assets). This group is not the
same as the index used for the purposes of comparing total shareholder return
under the Stock Performance Graph below.
The amounts paid to each of the Named Executive Officers in the form of
base salary and short and long-term incentive awards are discretionary based
upon the Committee's assessment of certain quantitative and qualitative factors.
For 1997 compensation purposes, the Committee considered: (1) NECB's performance
in 1996, as measured by the growth in net assets and net income; (2) reduced
percentage of problem loans (before the effect of acquisitions); (3) the
announced and completed acquisitions; and (4) the increased market value of the
Company.
Long-term incentive awards, consisting of incentive and nonqualified stock
options, act as a retention tool and serve to link the executive officers'
opportunity for financial reward with that of the shareholders. They ensure that
short-term performance is adequately balanced with the achievement of
longer-range objectives which are in the best interests of the shareholders. The
purpose is to stimulate key managerial employees, who are in a position to
materially contribute to the long-term success of NECB, by allowing such
individuals to acquire or increase their proprietary interest in NECB and also
to enable NECB to attract and retain such key employees. In August 1997, the
Committee awarded options on 255,750 shares of stock to Named Executive Officers
and other key employees.
CEO COMPENSATION
In 1997, NECB's most highly-compensated Named Executive Officer was David
A. Lentini, President and Chief Executive Officer. The Committee reviewed Mr.
Lentini's performance and determined that he met or exceeded all objectives in
1997. The Committee also discussed 1998 business objectives for Mr. Lentini. Mr.
Lentini's cash compensation for 1997 included a base salary of $192,500 and a
bonus of $61,500. The Committee exercised its judgment in determining the amount
of Mr. Lentini's award and took into account certain quantitative and
qualitative factors described above. Mr. Lentini was not present during the
Committee's discussion concerning his compensation. The Committee's decision was
unanimously accepted by the NECB Board.
This report is furnished by members of the Compensation Committee.
Gary J. DeNino Dominic J. Ferraina Angelina J. McGillivray
9
<PAGE>
- --------------------------------------------------------------------------------
STOCK PERFORMANCE GRAPH
- --------------------------------------------------------------------------------
The Stock Performance Graph compares the yearly percentage change in the
cumulative total shareholder return on the Company's Common Stock against both a
broad-market index (the Nasdaq National Market) and an industry index [SNL
Securities' New England Bank Index], for the five-year period from December 31,
1992 through December 31, 1997. The graph assumes that on December 31, 1992 $100
was invested in Common Stock of NECB and the indices and that dividends were
reinvested.
[The following table represents a line graph in the printed report.]
<TABLE>
<CAPTION>
TOTAL RETURN PERFORMANCE
- -----------------------------------------------------------------------------------------------------
INDEX 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
New England Community Bancorp 100.00 93.76 207.65 264.07 405.00 747.65
- -----------------------------------------------------------------------------------------------------
NASDAQ-Total US 100.00 114.80 112.21 158.70 195.19 239.53
- -----------------------------------------------------------------------------------------------------
SNL New England Bank Index 100.00 102.57 98.57 161.62 220.39 350.81
- -----------------------------------------------------------------------------------------------------
</TABLE>
10
<PAGE>
- --------------------------------------------------------------------------------
COMPENSATION OF EXECUTIVE OFFICERS
- --------------------------------------------------------------------------------
The following table shows, for the years ended December 31, 1997, 1996 and
1995, the compensation of the Chief Executive Officer and the three other most
highly compensated executive officers of NECB who were serving as executive
officers at year-end 1997. The persons named in the table are referred to in
this proxy statement as the "Named Executive Officers."
<TABLE>
<CAPTION>
=========================================================================================================
SUMMARY COMPENSATION TABLE
------------------------------------------------------------
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS ---------------------
NAME AND OPTIONS/ ALL OTHER
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) SARS (#) COMPENSATION ($)
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
David A. Lentini 1997 $192,500 $61,500 66,000 $23,927(1)
Chairman, President and 1996 175,000 30,800 44,000 19,345
Chief Executive Officer 1995 140,000 13,500 15,000 20,837
- ---------------------------------------------------------------------------------------------------------
Frank A. Falvo 1997 165,000 47,833 33,000 15,048(2)
Executive Vice President 1996 150,000 26,400 33,000 4,167
1995(3) 125,000 12,32(5)
- ---------------------------------------------------------------------------------------------------------
Donat A. Fournier 1997 137,500 47,833 33,000 20,866(4)
Vice President and Senior 1996 125,000 26,400 33,000 14,549
Loan Officer 1995 95,000 10,500 10,000 17,138
- ---------------------------------------------------------------------------------------------------------
Anson C. Hall 1997 132,116 47,833 33,000 23,300(5)
Vice President, Chief 1996 100,000 17,600 33,000 11,472
Financial Officer and Treasurer 1995 80,000 6,500 5,000
- ---------------------------------------------------------------------------------------------------------
(1)During 1997, NECB contributed $7,700 into the Company's 401(k) Plan.
Additionally, NECB paid life and disability insurance premiums in the amount
of $1,211 and $6,682, respectively, for the benefit of Mr. Lentini.
(2 During 1997, NECB contributed $6,483 pursuant to the Company's 401(k) Plan
and $3,818 for automobile expenses.
(3)Amounts shown in the table for 1995 include amounts paid by The Equity Bank
to Mr. Falvo prior to its acquisition by NECB.
(4)During 1997, NECB contributed $6,567 into the Company's 401(k) Plan and
$6,303 for automobile expenses.
(5)During 1997, NECB contributed $7,198 into the Company's 401(k) Plan.
=========================================================================================================
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
====================================================================================================
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
- ----------------------------------------------------------------------------------------------------
INDIVIDUAL GRANTS
--------------------------------------------------------------
NUMBER OF PERCENT OF
SECURITIES TOTAL OPTIONS/
UNDERLYING SARS GRANTED EXERCISE OR GRANT DATE
OPTIONS/SARS TO EMPLOYEES BASE PRICE EXPIRATION PRESENT VALUE
NAME GRANTED (#)(1) IN FISCAL YEAR(2) ($/SH) DATE ($)(3)
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
David A. Lentini 66,000 25.8% $17.27 8/28/2007 $376,860
Frank A. Falvo 33,000 12.9 17.27 8/28/2007 188,430
Donat A. Fournier 33,000 12.9 17.27 8/28/2007 188,430
Anson C. Hall 33,000 12.9 17.27 8/28/2007 188,430
- ----------------------------------------------------------------------------------------------------
(1)Under the 1996 Incentive and Nonqualified Compensatory Stock Option Plan (the
"1996 Plan"), the Committee may grant either Incentive Stock Options or
Non-Statutory Stock Options to key managerial employees to purchase shares of
Common Stock of the Company. The option price is fixed by the Committee at
the time of the grant and may not be less than 100 percent of the fair market
value of the stock, as determined by the Committee, in good faith as of the
grant date. Each option may be exercised in five equal annual installments
commencing from the date set forth in the Stock Option Agreement for such
options; provided, however, that no option be exercised beyond ten years
after the date of the grant.
(2)The percentages in the table are based upon a total of 255,750 options
granted to NECB employees in 1997, all of which were granted under the 1996
Plan described in Footnote 1.
(3)The grant date present values shown in the table are determined using the
Black-Scholes option pricing model. The assumptions used in calculating the
Black-Scholes present value of approximately $5.71 per option for new option
grants were as follows: (a) a dividend yield of 2.1 percent; (b) expected
volatility of 25 percent; (c) a risk-free interest rate of 5.89 percent; and
(d) expected lives of eight years.
The Black-Scholes option pricing model was developed for use in estimating
the fair value of traded options that have no vesting restrictions and are
fully transferable. In addition, option pricing models require the use of
highly subjective assumptions, including the expected stock price volatility.
Because NECB's employee options have characteristics significantly different
from those of traded options, and because changes in subjective assumptions
can materially affect the fair value estimates, the Black-Scholes model does
not necessarily provide a reliable single measure of the fair value of NECB's
employee options. The amount realized from an employee option ultimately
depends on the market of the Common Stock on the date of the exercise.
====================================================================================================
</TABLE>
<TABLE>
<CAPTION>
==========================================================================================================================
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
-----------------------------------------------------------------
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS
FY-END (#) AT FY-END ($)(2)
- --------------------------------------------------------------------------------------------------------------------------
SHARES
ACQUIRED VALUE REALIZED
NAME ON EXCERCISE (#) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
David A. Lentini 15,000 $225,000 8,800 101,200 $141,284 $1,100,066
Frank A. Falvo 6,600 59,400 105,963 691,317
Donat A. Fournier 10,000 163,125 6,600 59,400 105,963 691,317
Anson C. Hall 5,000 80,625 6,600 59,400 105,963 691,317
- --------------------------------------------------------------------------------------------------------------------------
(1)Value realized is the difference between the fair market value of the Common
Stock at the date of exercise and the exercise price of the option exercised.
(2)Value is the difference between the fair market value of the Common Stock at
year end and the exercise price of the option.
==========================================================================================================================
</TABLE>
12
<PAGE>
PENSION PLAN
During 1996, the Company converted its defined contribution plan into a
401(k) Plan (the "Plan"). Employees over the age of 21 and with one year of
service are eligible to participate in the Plan. The Company matches employee
contributions to the Plan on the following basis: 100% of the first 3% of
employee contributions and 50% of the next 2%. Both employee and Company matches
immediately vest in the Plan. Additionally, funds which were previously not
vested in the defined contribution plan vested upon transfer into the Plan.
EMPLOYMENT AGREEMENTS
NECB entered into employment agreements with Messrs. Lentini, Fournier and
Hall in August 1994 and with Mr. Falvo in August 1996.
Except for the name, salary and anniversary date, each agreement is
substantially identical. Each provides that beginning on the first anniversary
of its execution, and annually thereafter, the agreement automatically extends
for one additional year unless canceled by either party. Each agreement will
terminate two years from the date of the last extension. Under each agreement,
the named executive receives an annual base salary which is fixed by the NECB
Board each year. Each agreement also provides that the NECB Board may pay an
incentive bonus to the named executive at its option, and the amount of such
bonus is discretionary and will be determined by the NECB Board.
EXECUTIVE RETENTION AGREEMENTS
NECB entered into Executive Retention Agreements with each Named Executive
Officer on October 16, 1997. The agreements are substantially identical. Each
agreement provides that if there is a "Change in Control", and the Company
terminates the executive's employment without "Cause" or the Executive
terminates his employment for "Good Reason", NECB shall pay the Executive a lump
sum equal to the sum of (i) three times the annual compensation in the case of
Mr. Lentini, and two times for all other executive officers, (ii) the pro rata
share of the Executive's incentive bonus for the year in which the termination
occurs, and (iii) the amount he would have received as a matching contribution
under the Company's 401(k) Plan if he had received the amounts set forth in (i)
and (ii) over the respective years and had made contributions to the Company's
401(k) Plan based on those amounts at the contribution rate in effect at the
time of the Change in Control.
In addition, NECB will transfer clear title to the automobile it is
providing to the Executive; all stock options and restricted stock of the
Executive will immediately vest; the Company will pay the Executive any
difference between federal and Connecticut income and capital gains tax on any
income realized on options which are not eligible to be Incentive Stock Options;
will provide the Executive with outplacement assistance for a year, but not in
excess of 15% of his base salary; and for three years following termination,
provide the Executive with a country club membership and continue all benefits
and service credit for benefits for any plans maintained by the Company prior to
the Change in Control that are "welfare plans" or "pension plans" as defined in
ERISA.
13
<PAGE>
Further, the Company will pay an amount equal to any tax the Executive is
subject to by reason of such payments under Section 4999 of the Internal Revenue
Code, plus an amount equal to the federal and state tax which will be imposed on
the Executive as a result of the receipt of such payment.
"Change in Control" is defined in the last paragraph of "Approval of Stock
Option Plan for Non-Officer Directors". "Cause" is defined as an intentional act
of harm against the Company. "Good Reason" is defined as a reduction in the
Executive's position, responsibilities, authority, salary, other compensation,
employee benefit plan or a change in place of employment, a transfer of the
Company's business or assets to an entity which does not assume the agreement,
or the breach of the Agreement by the Company.
- --------------------------------------------------------------------------------
OTHER INFORMATION RELATING TO DIRECTORS AND
EXECUTIVE OFFICERS
- --------------------------------------------------------------------------------
Some of the directors and executive officers of NECB and its Subsidiaries
and companies or organizations with which they are associated, have had, and may
have in the future, banking transactions with the Subsidiaries in the ordinary
course of their business. All such loans are currently performing in accordance
with their terms. Total loans to directors and executive officers of NECB, and
the Subsidiaries and associates of such executive officers and directors
outstanding during the past three years were as follows:
- --------------------------------------------------------------------------------
DECEMBER 31, TOTAL INDEBTEDNESS OUTSTANDING
- --------------------------------------------------------------------------------
1997 $2,746,000
1996 2,596,000
1995 6,971,000
- --------------------------------------------------------------------------------
Federal banking laws and regulations limit the aggregate amount of
indebtedness which banks may extend to bank insiders. Pursuant to such laws and
regulations, the Subsidiary Bank's may extend credit to executive officers,
directors, principal shareholders or any related interest of such persons, if
the extension of credit to such persons is in an amount that, when aggregated
with the amount of all outstanding extensions of credit to such individuals,
does not exceed the Subsidiaries' unimpaired capital and unimpaired surplus. As
of December 31, 1997, 1996 and 1995 the aggregate amounts of extensions of
credit to insiders were well below this limit.
All such banking transactions are on the same terms, including interest
rates and collateral on loans, as those prevailing at the same time for
comparable transactions with others and, on terms that do not involve more than
the normal risk of collectibility or present other unfavorable features.
During 1997, the Company retained Dominic J. Ferraina, Director of NECB and
Chairman of New England Bank and Trust Company, to perform certain legal
services.
COMPLIANCE WITH 16(A) FILINGS
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
NECB's directors, executive officers, and persons who own more than 10% of
NECB's Common Stock,
14
<PAGE>
to file with the Securities and Exchange Commission (the "SEC") reports of
beneficial ownership and changes in beneficial ownership of NECB Common Stock.
Executive officers, directors and greater than 10% shareholders are required by
regulations of the SEC to furnish NECB with copies of all Section 16(a) forms
they file. In 1997, all required reports of beneficial ownership were timely
filed, based upon a review of the copies of such reports furnished to NECB and
representations that no other reports were required to be filed.
- --------------------------------------------------------------------------------
APPOINTMENT OF INDEPENDENT AUDITORS
- --------------------------------------------------------------------------------
Shatswell, MacLeod & Company, P.C. ("Shatswell, MacLeod & Company")
independent accountants, has been selected by the NECB Board to serve as
independent accountants for NECB for the fiscal year ending December 31, 1998.
Although shareholders will vote upon the ratification of the selection of
Shatswell, MacLeod & Company, and the Audit Committee will review the selection
if it is not ratified, the NECB Board will have the right to continue to retain
Shatswell, MacLeod & Company as independent accountants in any event if it
desires to do so.
A representative of Shatswell, MacLeod & Company will be present at the
Annual Meeting to respond to appropriate questions and may make a statement if
he or she desires to do so.
- --------------------------------------------------------------------------------
OTHER MATTERS
- --------------------------------------------------------------------------------
The NECB Board does not know of any other matters which might come before
the Annual Meeting of Shareholders; however, if any other matters should
properly come before the meeting or any adjournment(s) thereof, it is the
intention of the persons named in the accompanying form of proxy to vote thereon
in accordance with their judgment.
SHAREHOLDER PROPOSALS FOR THE 1999 MEETING
Under NECB's Bylaws, for business proposed by a shareholder (other than
director nomination) to be a proper subject for action at an Annual Meeting of
Shareholders, in addition to any requirement of law, the shareholder must timely
request (by Certified Mail-Return Receipt Requested) that the proposal be
included in the Company's proxy statement for the meeting, and such request must
satisfy all of the provisions of Rule 14a-8 under the Securities Exchange Act of
1934, as amended. NECB received no such request from any shareholder with
respect to the 1998 Annual Meeting.
In order to be included in NECB's proxy statement and form of proxy for the
1999 Annual Meeting of Shareholders and in order to be a proper subject for
action at that meeting, proposals of shareholders intended to be presented to
that meeting must be received at NECB's principal executive offices by November
20, 1998. Shareholder proposals should be mailed to the NECB Corporate
Secretary, P.O. Box 130, Windsor, Connecticut 06095.
15
<PAGE>
GENERAL
The cost of solicitation of proxies, including the cost of reimbursing
brokerage houses and other custodians, nominees or fiduciaries for forwarding
proxies and proxy statements to their principals, will be borne by NECB. NECB
files with the Securities and Exchange Commission Annual Reports on Form 10-K. A
copy of the report for 1997 will be furnished, without exhibits and without
charge, to any shareholder sending a written request to Anson C. Hall, Vice
President, Chief Financial Officer and Treasurer, New England Community Bancorp,
Inc., P.O. Box 130, Windsor, CT. 06095.
Submitted by order of the Board of Directors,
/s/ Angelina J. McGillivray
--------------------------------
Angelina J. McGillivray
Secretary
16
<PAGE>
EXHIBIT A
PROPOSED
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
NEW ENGLAND COMMUNITY BANCORP, INC.
ARTICLE I
The name of the corporation is New England Community Bancorp, Inc. (the
"Corporation").
ARTICLE II
The address of the registered office of the Corporation in the State of
Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle.
The name of its registered agent at the address is The Corporation Trust
Company.
ARTICLE III
The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of
Delaware.
ARTICLE IV
A. Authorized Capital Stock. The total number of shares of Capital Stock
the Corporation has authority to issue is 20,200,000 shares, consisting of:
1. 200,000 shares of Serial Preferred Stock; and
2. 20,000,000 shares of Common Stock, par value $.10 per share.
B. Serial Preferred Stock. The Board of Directors is authorized at any
time, and from time to time, to provide for the issuance of shares of Serial
Preferred Stock in one or more series, and to determine the designations,
preferences, limitations and relative or other rights of the Serial Preferred
Stock or any series thereof. For each series, the Board of Directors shall
determine, by resolution or resolutions adopted prior to the issuance of any
shares thereof, the designations, preferences, limitations and relative or other
rights thereof, including but not limited to the following relative rights and
preferences, as to which there may be variations among different series:
1. The rate and manner of payment of dividends, if any;
2. The par value thereof, if any;
3. Whether shares may be redeemed and, if so, the redemption price and the
terms and conditions of redemption;
4. The amount payable for shares in the event of liquidation, dissolution
or other winding up of the Corporation;
A-1
<PAGE>
5. Sinking fund provisions, if any, for the redemption or purchase of
shares;
6. The terms and conditions, if any, on which shares may be converted or
exchanged;
7. Voting rights, if any; and
8. Any other rights and preferences of such shares, to the full extent now
or hereafter permitted by the laws of the State of Delaware.
The Board of Directors shall have the authority to determine the number of
shares that will comprise each series.
Prior to the issuance of any shares of a series, but after adoption by the
Board of Directors of the resolution establishing such series, the appropriate
officers of the Corporation shall file such documents with the State of Delaware
as may be required by law.
C. Common Stock. The shares of Common Stock may be issued by the
Corporation from time to time by a resolution approved by its Board of Directors
without requiring the approval of its shareholders. The consideration for the
issuance of the shares shall be paid in full before their issuance and shall not
be less than the par value per share. Neither promissory notes nor future
services shall constitute payment or part payment for the issuance of the shares
of the Corporation. The consideration for the shares shall be cash, services
actually performed for the Corporation, personal property, real property, leases
of real property or any combination of the foregoing. In the absence of actual
fraud in the transaction, the value of such property, labor or services, as
determined by the Board of Directors of the Corporation, shall be conclusive.
Upon payment of such consideration such shares shall be deemed to be fully paid
and nonassessable.
Each holder of shares of Common Stock shall be entitled to one vote for
each share held by such holder, including the election of directors. There shall
be no cumulative voting rights in the election of directors.
Dividends may be paid on the Common Stock out of any assets legally
available for the payment of dividends; but only when and as declared by the
Board of Directors.
In the event of any liquidation, dissolution or winding up of the
Corporation the holders of the Common Stock shall be entitled, after payment or
provision for payment of all debts and liabilities of the Corporation, to
receive the remaining assets of the Corporation available for distribution, in
cash or in kind.
Each share of Common Stock shall have the same relative rights as and be
identical in all respects with all the other shares of common stock.
ARTICLE V
The Corporation is to have perpetual existence.
ARTICLE VI
The Board of Directors of the Corporation is expressly authorized to make,
alter, amend or repeal the Bylaws of the Corporation.
A-2
<PAGE>
ARTICLE VII
The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise to the full extent permitted or allowed by
Section 1435 of the General Corporation Law of Delaware, as it may be amended.
Notwithstanding any other provision of this Article VII, to the full extent
permitted by law, no director of the Corporation shall have any personal
liability to the Corporation or its shareholders for monetary damages for breach
of his fiduciary duty as a director, provided that this provision shall not
eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the Corporation or its shareholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under section 174 of the General Corporation Law
of Delaware, or (iv) for any transaction from which the director derived an
improper personal benefit.
ARTICLE VIII
In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized:
To authorize and cause to be executed mortgages, security agreements and
other liens upon the real and personal property of the Corporation.
To set apart out of any of the funds of the Corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any
such reserve in the manner in which it was created. By a majority of the
whole Board, to designate one or more directors as alternate members of
any committee and may replace any absent or disqualified member at any
meeting of the committee.
Any such committee, to the extent provided in the resolutions or in the
Bylaws of the Corporation, shall have and may exercise the powers of the
Board of Directors in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed
to all papers which may require it; provided, however, the Bylaws may
provide that in the absence or disqualification of any member of a
committee or committees, the member or members thereof present at any
meeting and not disqualified from voting, whether or not he or they
constitute a quorum, may unanimously appoint another member of the Board
of Directors to act at the meeting in the place of any such absent or
disqualified member.
When and as authorized by the affirmative vote of the holders of a
majority of the stock issued and outstanding having voting power given at
a shareholders' meeting duly called upon such notice as is required by
statute, or when authorized by the written consent of the holders of a
majority of the voting stock issued and outstanding, to sell, lease or
exchange all or substantially all of the property and assets of the
Corporation, including its good will and its corporate franchises upon
such terms and conditions and for such consideration, which may consist in
whole or in part of money or property including shares
A-3
<PAGE>
of stock, in and/or other securities of, any other corporation or
corporations, as its Board of Directors shall deem expedient and for the
best interests of the Corporation.
ARTICLE IX
Meetings of shareholders may be held within or without the State of
Delaware, as the Bylaws may provide. The books of the Corporation may be kept
(subject to any provisions contained in the statutes) outside of the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the Bylaws of the Corporation. Elections of Directors
need not be by written ballot unless the Bylaws of the Corporation shall so
provide.
ARTICLE X
The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation in the manner now or
hereafter prescribed by law, and all rights and powers conferred herein on
shareholders and directors are subject to this reserved power.
A-4
<PAGE>
[Hartford Golf Club Map Omitted]
HEADING EAST ON ROUTE 84-Take EXIT 43, PARK ROAD.
At end of ramp, turn right. At first light, turn left onto TROUT BROOK DRIVE. Go
2.2 miles and turn right at light onto ALBANY AVE. Go through 1 light and then
down another 6 blocks. Turn left onto NORWOOD ROAD. The Hartford Golf Club is
located at end of NORWOOD.
HEADING WEST ON ROUTE 84-Take EXIT 44, PROSPECT AVENUE. At the end of the ramp,
turn right and then first left at light onto PROSPECT AVENUE and follow to end.
Turn left onto ALBANY AVENUE. Go through 1 light and then down another 2 blocks.
Turn right onto NORWOOD ROAD. The Hartford Golf Club is located at end of
NORWOOD.
HEADING SOUTH ON ROUTE 91-Take EXIT 35B/ROUTE 218 Windsor. At end of ramp, turn
right and proceed to intersection with BLOOMFIELD AVENUE/ROUTE 189. Turn left at
light onto ROUTE 189 SOUTH. At 6th light, turn right onto ROUTE 44/ALBANY AVE.
Go through 2 lights and then down another 2 blocks.Turn right onto NORWOOD ROAD.
The Hartford Golf Club is located at end of NORWOOD.
HEADING NORTH ON ROUTE 91-Take EXIT 32A to ROUTE 84 WEST. Follow directions
"Heading West on Route 84".
<PAGE>
REVOCABLE PROXY
NEW ENGLAND COMMUNITY BANCORP, INC.
/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE
THE PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF NEW ENGLAND COMMUNITY BANCORP, INC.
The undersigned hereby appoints Dominic J. Ferraina and Gary J. DeNino,
or either of them, proxies with full power of substitution to each, to represent
and vote all stock that the undersigned is entitled to vote at the Annual
Meeting of Stockholders of New England Community Bancorp, Inc., to be held on
April 21, 1998 at 10:00 a.m. at Hartford Golf Club, 134 Norwood Drive, West
Hartford, Connecticut or at any adjournments thereof, for the purposes set forth
below:
PROPOSITION 1 - ELECTION OF DIRECTORS
To serve until the 1999 Meeting:
For For All
Except
/ / / /
John C. Carmon, Gary J. DeNino, Frank A. Falvo, Dominic J. Ferraina, John R.
Harvey, David A. Lentini, Angelina J. McGillivray and Michael P. Solimene
INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
"For All Except" and write that nominee's name in the space provided below
- --------------------------------------------------------------------------------
PROPOSITION 2 - To approve a stock option plan of the Company for non-officer
directors.
For Against Abstain
/ / / / / /
PROPOSITION 3 - To increase the number of shares of Common Stock the Company is
authorized to issue from 10,000,000 to 20,000,000.
For Against Abstain
/ / / / / /
PROPOSITION 4 - To eliminate the present Article XI, relating to business
combinations.
For Against Abstain
/ / / / / /
PROPOSITION 5 - To incorporate prior amendments, reflect revisions in the
General Corporation Law of Delaware and make minor changes in wording.
For Against Abstain
/ / / / / /
PROPOSITION 6 - To approve the appointment of Shatswell, MacLeod & Company, P.C.
as independent auditors for 1998.
For Against Abstain
/ / / / / /
PROPOSITION 7 - Conduct other business properly brought before the meeting.
For Against Abstain
/ / / / / /
IF NO BOX IS MARKED, THIS PROXY WILL BE VOTED
"FOR" EACH OF THE PROPOSITIONS
Please sign your name exactly as it appears on this Proxy. All joint owners
should sign. Persons signing as executors, administrators, trustees, etc. should
so indicate.
Please be sure to sign and date this Proxy in the box below.
=============
Date
=============
================================================================================
Stockholder sign above Co-holder (if any) sign above
================================================================================
