SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Eagle Financial Corp.
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(Name of Registrant as Specified In Its Charter)
Eagle Financial Corp.
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2). [ ]
$500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3). [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11:(1)
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(1) Set forth the amount on which the filing fee is calculated and state
how it was determined.
[ ] 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:
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Notes: _______________________________________________________________________
<PAGE>
EAGLE FINANCIAL CORP.
222 Main Street
Bristol, Connecticut 06010
(860) 314-6400
December 22, 1996
To the Shareholders of
Eagle Financial Corp.:
You are cordially invited to attend the annual meeting of shareholders (the
"Annual Meeting") of Eagle Financial Corp. ("Eagle") to be held on January 28,
1997 at 11:00 a.m., local time, at the Radisson Inn, 42 Century Drive, Bristol,
Connecticut.
At the Annual Meeting, shareholders of Eagle will be asked (i) to elect
three directors, each for a three-year term; (ii) to amend the Company's 1991
Stock Option Plan to eliminate the automatic grants of options to directors and
to provide for discretionary grants of options for up to 2,000 shares of stock
per year to each non-employee director; (iii) and to ratify the appointment by
the Board of Directors of Eagle's independent auditors. The Board of Directors
of Eagle unanimously recommends that you vote "FOR" the election of the Board's
nominees for election as directors, "FOR" the amendment to the stock option plan
and "FOR" the ratification of the appointment of the Company's independent
auditors. You are urged to read the accompanying proxy statement, which provides
information regarding Eagle and the nominees for election as directors and the
proposals.
Sincerely,
/s/ Ralph T. Linsley
Ralph T. Linsley
Chairman of the Board
<PAGE>
EAGLE FINANCIAL CORP.
222 Main Street
Bristol, Connecticut 06010
(860) 314-6400
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 28, 1997
To the Shareholders of
Eagle Financial Corp.:
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders (the "Annual
Meeting") of Eagle Financial Corp. ("Eagle") will be held on Tuesday, January
28, 1997, at 11:00 a.m., local time, at the Radisson Inn, 42 Century Drive,
Bristol, Connecticut for the following purposes:
1. Election of Directors. To elect three directors, each for a three-year
term (Proposal One);
2. Amendment of 1991 Stock Option Plan. To approve an amendment to the
Company's 1991 Stock Option Plan to eliminate automatic grants of options to
non-employee directors and permit discretionary grants of stock option awards of
up to 2,000 shares per year to each non-employee director (Proposal Two); and
3. Ratification of Appointment of Auditors. To ratify the appointment by
the Board of Directors of the firm of KPMG Peat Marwick LLP as independent
auditors of Eagle for the fiscal year ending September 30, 1997 (Proposal
Three); and
4. Other Business. To transact such other business as may properly come
before the meeting or any adjournments thereof.
The Board of Directors of Eagle has fixed the close of business on December
16, 1996 as the record date for the determination of shareholders entitled to
notice of and to vote at the Annual Meeting. Only shareholders of record at the
close of business on that date will be entitled to notice of and to vote at the
Annual Meeting or any adjournments thereof.
Sincerely,
/s/ Ralph T. Linsley
Ralph T. Linsley
Chairman of the Board
Bristol, Connecticut
December 22, 1996
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER OR NOT YOU
PLAN TO BE PRESENT IN PERSON AT THE ANNUAL MEETING, PLEASE DATE, SIGN AND
COMPLETE THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE, WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>
ANNUAL MEETING
PROXY STATEMENT
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
INTRODUCTION ............................................................................................1
General..........................................................................................1
Solicitation, Voting and Revocability of Proxies.................................................1
ELECTION OF DIRECTORS (Proposal One)......................................................................2
MANAGEMENT.. ............................................................................................7
Executive Officers...............................................................................7
Executive Compensation...........................................................................8
Report of the Compensation and Stock
Option Committees...........................................................................12
Compensation and Stock Option Committees Interlocks
and Insider Participation...................................................................13
Comparative Company Performance..................................................................14
Section 16(a) Compliance.........................................................................14
Certain Transactions.............................................................................14
STOCK OWNED BY MANAGEMENT.................................................................................16
PRINCIPAL HOLDERS OF VOTING SECURITIES OF EAGLE...........................................................18
AMENDMENT OF 1991 STOCK OPTION PLAN (Proposal Two)........................................................18
Reasons for Amendment of the 1991 Option Plan....................................................19
Description of the 1991 Option Plan..............................................................19
RATIFICATION OF APPOINTMENT OF
INDEPENDENT AUDITORS (Proposal Three).....................................................................22
DATE FOR SUBMISSION OF SHAREHOLDER PROPOSALS..............................................................23
OTHER MATTERS ............................................................................................23
</TABLE>
<PAGE>
EAGLE FINANCIAL CORP.
222 Main Street
Bristol, Connecticut 06010
(860) 314-6400
PROXY STATEMENT
for
ANNUAL MEETING OF EAGLE SHAREHOLDERS
TO BE HELD ON JANUARY 28, 1997
INTRODUCTION
GENERAL
This Proxy Statement (the "Proxy Statement") is being furnished to the
shareholders of Eagle Financial Corp., a Delaware corporation ("Eagle" or the
"Company"), as part of the solicitation of proxies by its board of directors
(the "Board of Directors" or the "Board") from holders of the outstanding shares
of Eagle common stock, par value $.01 per share ("Common Stock"), for use at the
Annual Meeting of Shareholders of Eagle to be held on January 28, 1997 and at
any adjournments thereof (the "Annual Meeting"). At the Annual Meeting,
shareholders will be asked to elect three members of the Board of Directors
(Proposal One), to approve an amendment to the Company's 1991 Stock Option Plan
(the "1991 Option Plan") (Proposal Two), to ratify the appointment by the Board
of Directors of the firm of KPMG Peat Marwick LLP as independent auditors of
Eagle for the fiscal year ending September 30, 1997 (Proposal Three), and to
transact such other business as may properly come before the meeting or any
adjournments thereof. This Proxy Statement, together with the enclosed proxy
card, is first being mailed to shareholders of Eagle on or about December 22,
1996.
SOLICITATION, VOTING AND REVOCABILITY OF PROXIES
The Board of Directors has fixed the close of business on December 16, 1996
as the record date for the determination of the Eagle shareholders entitled to
notice of and to vote at the Annual Meeting. Accordingly, only holders of record
of shares of Common Stock at the close of business on such date will be entitled
to vote at the Annual Meeting, with each such share entitling its owner to one
vote on all matters properly presented at the Annual Meeting. On the record
date, there were 1,753 holders of record of the 4,543,398 shares of Common Stock
then outstanding. The presence, in person or by proxy, of at least one-third of
the total number of outstanding shares of Common Stock entitled to vote at the
Annual Meeting is necessary to constitute a quorum at the Annual Meeting for the
election of directors and other matters. Shareholders' votes will be tabulated
by the persons appointed by the Board of Directors to act as inspectors of
election for the Annual Meeting. Abstentions and broker non-votes will be
treated as shares that are present, or represented, and entitled to vote for
purposes of determining the presence of a quorum at the Annual Meeting. Broker
non-votes will not be counted as a vote cast or entitled to vote on any matter
presented at the Annual Meeting. Abstentions will not be counted in determining
the number of votes cast in connection with the ratification of the appointment
of independent public accountants.
If the enclosed form of proxy is properly executed and returned to Eagle in
time to be voted at the Annual Meeting, the shares represented thereby will be
voted in accordance with the instructions marked thereon. Executed but unmarked
proxies will be voted FOR the election of the three nominees for election to the
Board of Directors; FOR the amendment to the 1991 Option Plan, and FOR the
ratification of the appointment of KPMG Peat Marwick, LLP as Eagle's independent
auditors for the fiscal year ending September 30, 1997. The Board of Directors
does not know of any matters other than those described in the Notice of Annual
Meeting that are to come before the Annual Meeting. If any other matters are
properly brought before the Annual Meeting, the persons
<PAGE>
named in the proxy will vote the shares represented by such proxy upon such
matters as determined by a majority of the Board of Directors.
The presence of a shareholder at the Annual Meeting will not automatically
revoke such shareholder's proxy. A shareholder may, however, revoke a proxy at
any time prior to its exercise by filing a written notice of revocation with, or
by delivering a duly executed proxy bearing a later date to Mark J. Blum, Vice
President, Chief Financial Officer and Secretary, Eagle Financial Corp., 222
Main Street, Bristol, Connecticut 06010 or by attending the Annual Meeting and
voting in person.
The cost of soliciting proxies will be borne by Eagle. In addition to use
of the mail, proxies may be solicited personally or by telephone or telegraph by
directors, officers and employees of Eagle. Eagle also will request persons,
firms and companies holding shares in their names or in the names of their
nominees, which are beneficially owned by others, to send proxy materials to and
obtain proxies from such beneficial owners. Eagle will reimburse such persons
for their reasonable expenses incurred in that connection.
A copy of the Annual Report to Shareholders for the fiscal year ended
September 30, 1996 accompanies this Proxy Statement. The Company is required to
file an Annual Report for its fiscal year ended September 30, 1996 on Form 10-K
with the Securities and Exchange Commission (the "SEC"). Shareholders may
obtain, free of charge, a copy of the Form 10-K (without exhibits) by writing to
Mark J. Blum, Vice President, Chief Financial Officer and Secretary, Eagle
Financial Corp., 222 Main Street, Bristol, Connecticut 06010.
ELECTION OF DIRECTORS
(PROPOSAL ONE)
At the Annual Meeting, three directors will be elected, each for a
three-year term. Unless otherwise specified on the proxy, it is the intention of
the persons named in the proxy to vote the shares represented by each properly
executed proxy for the election as directors of the persons named below as
nominees. The Board of Directors believes that the nominees will stand for
election and will serve if elected as directors. However, if any of the persons
nominated by the Board of Directors fails to stand for election or is unable to
accept election, the proxies will be voted for the election of such other person
as the Board of Directors may recommend.
Pursuant to the Company's Bylaws, the Board of Directors currently is
comprised of nine people which, pursuant to the Company's Restated Certificate
of Incorporation, are divided into three classes, with the number of directors
in each class to be as nearly equal in number as possible. The term of office of
only one class of directors expires each year, and their successors are elected
for terms of three years and until their successors are elected and qualified.
Effective as of the Annual Meeting, the Board will have three directors in the
class of directors whose terms of office will expire at the 1998 annual meeting,
three directors in the class of directors whose terms of office will expire at
the 1999 annual meeting and three directors in the class of directors whose
terms of office will expire at the 2000 annual meeting. The three directors
whose terms of office expire at the Annual Meeting, Messrs. Donovan, Linsley and
McCarthy, have been nominated by the Board of Directors of the Company to serve
for three-year terms. There is no cumulative voting for election of directors.
The three nominees receiving the greatest number of votes cast for the election
of directors at the Annual Meeting will become directors at the conclusion of
the tabulation of votes.
Eagle is the holding company for Eagle Federal Savings Bank (the "Bank"),
which is the resulting institution from the merger on January 1, 1993 of Eagle's
then two savings institution subsidiaries, First Federal Savings and Loan
Association of Torrington ("Torrington") and Bristol Federal Savings Bank
("Bristol"). Each director of Eagle currently also serves as a director of the
Bank. There are no arrangements or understandings between the Company and any
person pursuant to which such person has been nominated or elected as a
director.
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<PAGE>
Information as to Nominees and Continuing Directors. The following table
sets forth the names of the Board of Director's nominees for election as a
director and those directors who will continue to serve after the Annual
Meeting. Also set forth is certain other information with respect to each such
person's age at December 1, 1996, principal occupation or employment during the
past five years, the periods during which he has served as a director of Eagle
and positions currently held with Eagle.
<TABLE>
<CAPTION>
Expiration
Director of Current
Age Since Term Position(s) Held With Eagle
--- ------- ------ ---------------------------
<S> <C> <C> <C> <C>
NOMINEES FOR 3-YEAR TERM:
Theodore M. Donovan............ 63 1988 1997 Director
Ralph T. Linsley............... 62 1988 1997 Chairman of the Board
John F. McCarthy............... 56 1986 1997 Director
CONTINUING DIRECTORS:
Richard H. Alden............... 60 1988 1998 Director
Robert J. Britton.............. 44 1992 1998 Director, President and Chief
Executive Officer
George T. Carpenter............ 55 1988 1999 Director
Thomas V. LaPorta.............. 66 1986 1999 Director
Steven E. Lasewicz, Jr......... 58 1990 1999 Director
Ernest J. Torizzo.............. 56 1990 1998 Director
</TABLE>
THEODORE M. DONOVAN became a director of Bristol in 1982 and, upon the
merger of Bristol's holding company with Eagle in 1988, Mr. Donovan became a
director of Eagle. Upon the merger of Bristol and Torrington in 1993, Mr.
Donovan continued as a director of the Bank. Mr. Donovan has been in the private
practice of law in Bristol, Connecticut since 1959.
RALPH T. LINSLEY is Chairman of the Board of Eagle and the Bank. He was
employed by Bristol in 1956 and became its President in 1971. Mr. Linsley became
Chairman of the Board of Bristol in 1986 and Chairman of the Board of Bristol's
holding company prior to its combination with Eagle in 1988, when he became Vice
Chairman of the Board of Eagle. Upon the merger of Bristol and Torrington in
1993, Mr. Linsley became the Chief Executive Officer of the Bank and continued
as a director of the Bank. In January 1994, he became Chairman of the Board of
the Bank. Mr. Linsley retired as President and Chief Executive Officer of Eagle
and Chief Executive Officer of the Bank effective September 30, 1994 and retired
as an employee of Eagle and the Bank effective December 31, 1994. In January
1995, Mr. Linsley became Chairman of the Board of Eagle. Also, commencing
January 1, 1995, Mr. Linsley became a consultant to Eagle.
JOHN F. MCCARTHY became a director of Torrington in 1984, a director of
Eagle upon its formation in 1986 and upon the merger of Torrington and Bristol
in 1993, continued as a director of the Bank. Since 1970, he has been the
President of J&M Sales, Inc., a Torrington-based beer distributorship, and since
1979, he has been the President of Thames River Recycling Co. in Newington,
Connecticut.
RICHARD H. ALDEN became a director of Bristol in 1977. Upon the merger of
Bristol's holding company with Eagle in 1988, Mr. Alden became a director of
Eagle. Upon the merger of Bristol and Torrington in 1993, he continued as a
director of the Bank. He has been engaged in the private practice of law since
1962 in Bristol, Connecticut.
-3-
<PAGE>
ROBERT J. BRITTON is a director and the President and Chief Executive
Officer of Eagle and the Bank. He joined Torrington in 1978 and became Vice
President and Chief Lending Officer of Torrington in 1983 and Executive Vice
President of Torrington in 1989. He has served as an executive officer of Eagle
since 1991 and as a director of Eagle and the Bank since 1992. Upon the merger
of Bristol and Torrington in 1993, Mr. Britton became the President and Chief
Operating Officer of the Bank. Mr. Britton became President and Chief Executive
Officer of Eagle and Chief Executive Officer of the Bank effective as of
September 30, 1994 and President of the Bank in January 1995.
GEORGE T. CARPENTER became a director of Bristol in 1972. Upon the merger
of Bristol's holding company with Eagle in 1988, he also became a director of
Eagle. Upon the merger of Bristol with Torrington in 1993, he became a director
of the Bank. Since 1977, Mr. Carpenter has been President and Treasurer of S.
Carpenter Construction Co. and Carpenter Realty Co., which firms are
headquartered in Bristol, Connecticut. Mr. Carpenter is a director of Barnes
Group, Inc., a manufacturer of springs and aircraft parts and distributor of
automobile parts, which is headquartered in Bristol, Connecticut.
THOMAS V. LAPORTA has been a director of Torrington since 1979 and became a
director of Eagle upon its formation in 1986. Upon the merger of Torrington and
Bristol in 1993, he became a director of the Bank. Mr. LaPorta has been
President and Chairman of the Board of the LaPorta Funeral Home in Torrington,
Connecticut since 1956.
STEVEN E. LASEWICZ, JR. became a director of Bristol in 1986, a director of
Eagle in 1990 and was a director of Torrington between 1990 and 1992. Upon the
merger of Bristol and Torrington in 1993, Mr. Lasewicz became a director of the
Bank. He has been President of SELCO Controls, Inc. since 1977. The firm is
headquartered in Bristol, Connecticut and installs and services temperature
control and building automation systems. Mr. Lasewicz has been a Senior Account
Executive with Barber-Colman/Cosentino, Inc. since 1993. The firm is
headquartered in East Granby, Connecticut and engaged in similar business
activities as SELCO Controls, Inc.
ERNEST J. TORIZZO became a director of Torrington in 1984, a director of
Eagle in 1990, and upon the merger of Torrington and Bristol in 1993, became a
director of the Bank. Since 1975, he has been Executive Vice President of O&G
Industries, Inc., a construction company headquartered in Torrington,
Connecticut. Mr. Torizzo is also part owner and a director of Burlington
Construction Company in Torrington, Connecticut.
BOARD OF DIRECTORS COMMITTEES AND NOMINATIONS BY SHAREHOLDERS. The Board of
Directors of Eagle acts as a nominating committee for selecting nominees for
election as directors. Eagle's Bylaws also permit shareholders eligible to vote
at the Annual Meeting to make nominations for directors if such nominations are
made pursuant to timely notice in writing to the Secretary of Eagle. To be
timely, such notice must be delivered to, or mailed to and received at, the
principal executive offices of Eagle not less than 30 days nor more than 90 days
prior to the date of the meeting, provided that at least 45 days' notice or
prior public disclosure of the date of the meeting is given or made to
shareholders. If less than 45 days' notice or prior public disclosure of the
date of the Annual Meeting is given or made to shareholders, notice by the
shareholder must be received by Eagle not later than the close of business on
the 15th day following the day on which such notice of the date of the Annual
Meeting was mailed or such public disclosure was made. Public disclosure of the
date of the Annual Meeting was made by the issuance of a press release and by
filing a Current Report on Form 8-K under the Securities and Exchange Act of
1934 (the "Exchange Act") with the SEC on December 19, 1996. A shareholder's
notice of nomination must also set forth certain information specified in
Article III, Section 13 of Eagle's Bylaws concerning each person the shareholder
proposes to nominate for election and the nominating shareholder. Eagle has not
received any nominations for directors from shareholders.
-4-
<PAGE>
The Board of Directors of Eagle has appointed a standing Audit Committee
which met six times during the 1996 fiscal year. The members of the Audit
Committee currently are Messrs. Lasewicz, Linsley, and McCarthy. The Audit
Committee reviews the scope and results of the independent annual audit. The
Audit Committee also reviews the scope and results of audits performed by the
Company's internal auditor.
The Compensation Committee of the Board of Directors reviews employee
compensation and makes recommendations to the Board regarding changes in
compensation. In addition, the Board of Directors has appointed a Stock Option
Committee to administer the Company's stock option plans and to make grants of
options thereunder. During the 1996 fiscal year, the Compensation Committee and
Stock Option Committee held seven and three meetings, respectively. The members
of the Compensation Committee currently are Messrs. Donovan, LaPorta and
Torizzo. The Stock Option Committee currently consists of the following
non-employee directors: Messrs. LaPorta, Lasewicz, McCarthy and Torizzo.
In October 1994, the Board of Directors of Eagle established a Loan
Oversight Committee which met fourteen times during the 1996 fiscal year. The
members of the Loan Oversight Committee currently are Messrs. Britton, Carpenter
and Alden. The Loan Oversight Committee reviews commercial loan applications and
monitors the Bank's commercial loan portfolio.
During the 1996 fiscal year, Eagle held sixteen meetings of the Board of
Directors. Each incumbent director attended more than 75% of the aggregate of
the total number of meetings held by the Board and of the total number of
meetings held by all committees of the Board on which he served during the
period that he served.
COMPENSATION OF DIRECTORS. Each non-employee director of Eagle currently
receives an annual retainer of $9,200 (including amounts paid by the Bank) while
Committee Chairmen receive an additional retainer of $2,800. In addition, each
non-employee director receives $750 (including amounts paid by the Bank) for
each regular or special Board meeting attended, and $700 for each committee
meeting attended.
Under Eagle's deferred compensation plan for non-employee directors of
Eagle and its subsidiaries, non-employee directors are permitted to defer all or
a portion of their director and committee fees until they cease to be directors.
Interest is paid on deferred amounts at a rate determined by the Board of
Directors. During fiscal 1996, interest on deferred amounts was paid at the rate
paid on the Bank's three year certificate of deposit accounts as last set on
December 19, 1995. A director's deferred compensation under the plan generally
will be paid to such director only upon his retirement as a director, but the
director may apply to the Board of Directors to withdraw up to 100% of the value
of his deferred compensation account. During the 1996 fiscal year, Messrs.
Lasewicz and Linsley deferred a total of $6,600 and $8,200, respectively, and
are the only directors who deferred fees in fiscal 1996.
Since January 1, 1994, Eagle has maintained a Post-Retirement Compensation
Plan for Outside Directors (the "Post-Retirement Compensation Plan") under which
participating non-employee directors may receive post-retirement benefits
following their termination of service with Eagle's Board of Directors due to
retirement or removal from service, failure to be reelected to the Board after
accepting the nomination, becoming disabled or after a "change in control" as
defined under the Post-Retirement Compensation Plan. To be eligible to receive
such post-retirement benefits, the director may not have been an employee or
officer of Eagle or its subsidiaries and must have served five years on Eagle's
Board. Following his service with Eagle's Board of Directors, a participating
non-employee director shall continue to receive the annual retainer fee paid
during the last year such director served on the Board for a period equal to the
number of years and partial years served on the Board, up to a maximum of 10
years. In the event of the death of a participating director prior to
commencement of benefits under the Post-Retirement Compensation Plan or prior to
receiving the total number of payments to which he is entitled, a payment equal
to 100% of the benefit payable under the Post-Retirement Compensation Plan will
be made to the director's
-5-
<PAGE>
beneficiary or estate. No benefits are payable to a director under the
Post-Retirement Compensation Plan who is removed from service by regulatory
authorities or who is removed from the Board for cause by Eagle's shareholders.
No payments were made to any director under the Post-Retirement Compensation
Plan during the 1996 fiscal year.
In April 1994, Mr. Linsley, the then President and Chief Executive Officer
of Eagle and Chief Executive Officer of the Bank, entered into a new employment
agreement with Eagle and the Bank. The agreement was subsequently amended in
July 1994 in connection with Mr. Linsley's notice to Eagle and the Bank under
the agreement that he was retiring as President and Chief Executive Officer of
Eagle and Chief Executive Officer of the Bank effective September 30, 1994 and
would remain as an executive employee of Eagle and the Bank through December 31,
1994, at which time Mr. Linsley's employment agreement was terminated. Mr.
Linsley's employee agreement provided that upon Mr. Linsley's voluntary
termination not related to a "change in control" as defined in the agreement,
Mr. Linsley would receive special retirement payments from the Bank equal to
three times his annual salary (based on his salary at the time of such
retirement). Such special retirement payments are payable in 60 equal monthly
installments and will cease if Mr. Linsley accepts employment with a significant
competitor of the Bank. Based upon his annual salary of $215,000 at time of
retirement, such payments for fiscal 1996 were $129,000.
Mr. Linsley also has a consulting agreement with Eagle which provides that
Mr. Linsley will provide consulting services to Eagle (not to exceed 1,000 hours
per year) for a five year period commencing January 1, 1995 following his
retirement as an employee of Eagle at an annual rate of $50,000, with such
amount paid in fiscal 1996. The compensation and other benefits available to Mr.
Linsley thereunder continue for the term of the agreement in the event of his
death prior to reaching age 70. In addition, Mr. Linsley has use of a Company
owned vehicle.
Eagle has four stock option plans (the "Option Plans"), which were approved
by the shareholders of Eagle, or, in the case of the Bristol 1987 Option Plan,
by the shareholders of Bristol's holding company prior to its combination with
Eagle. The Option Plans are for the benefit of officers, directors and directors
emeriti of Eagle and its subsidiaries. Under Eagle's 1991 Stock Option Plan, as
in effect before the amendment discussed below, new non-employee directors of
Eagle receive options for 8,250 shares (as adjusted for the Company's subsequent
10% stock dividend) upon the completion of one year of service as a director,
subject to the availability of options. Also under the 1991 Option Plan,
pursuant to amendments adopted in November 1994 and approved by shareholders at
the 1995 annual meeting, each outside director of Eagle serving in November 1994
received a one-time grant of an option to purchase 8,250 shares at an exercise
price of $18.18 per share (as adjusted for the Company's subsequent 10% stock
dividend). In November 1994, although Mr. Linsley had retired as President and
Chief Executive Officer, he continued to be an executive employee and received a
grant of options for 8,250 shares (as adjusted for the Company's subsequent 10%
stock dividend). As discussed in detail below, at the Annual Meeting, Eagle
shareholders will be asked to approve an amendment to the 1991 Option Plan which
will eliminate the formula grants and provide for discretionary grants to the
non-employee directors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR
THE ELECTION of its nominees for director.
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<PAGE>
MANAGEMENT
EXECUTIVE OFFICERS
The following table sets forth certain information with respect to the
executive officers of Eagle. All executive officers serve pursuant to employment
agreements. See "Management -- Executive Compensation."
<TABLE>
<CAPTION>
Age at
December 1,
Name 1996 Position(s) Held With Eagle
- ---- ------ ---------------------------
<S> <C> <C>
Robert J. Britton.............. 44 President and Chief Executive Officer
Mark J. Blum................... 43 Vice President, Chief Financial Officer
and Secretary
Kenneth F. Burns............... 37 Vice President
Ercole J. Labadia.............. 61 Vice President -- Administration
Barbara S. Mills............... 60 Vice President and Treasurer
</TABLE>
Information concerning the principal occupation of Mr. Britton is set forth
under "Election of Directors." Information concerning the principal occupation
during the last five years of those executive officers of Eagle who are not
directors of Eagle is set forth below.
MARK J. BLUM, Vice President, Chief Financial Officer and Secretary of
Eagle, joined Torrington in 1985 and became Treasurer in 1986. He has held
similar positions with Eagle since its formation in 1986. Upon the merger of
Bristol with Torrington in 1993, Mr. Blum became Senior Vice President and Chief
Financial Officer of the Bank. In November 1996, Mr. Blum became Secretary of
both Eagle and the Bank.
KENNETH F. BURNS became a Vice President of Eagle in 1996. Prior thereto,
he joined Bristol in 1980 and upon the merger of Bristol with Torrington in
1993, Mr. Burns became Vice President - Marketing of the Bank. In 1994 he became
Senior Vice President - Retail Banking and Marketing of the Bank.
ERCOLE J. LABADIA, Vice President -- Administration of Eagle, has served in
such capacity with Eagle since 1988. Upon the merger of Bristol with Torrington
in 1993, Mr. Labadia became Executive Vice President -- Administration and
Operations of the Bank. Prior thereto, he had served as Executive Vice President
of Bristol since 1989.
BARBARA S. MILLS, Vice President and Treasurer of Eagle, has served in such
positions with Eagle since 1988. Upon the merger of Bristol with Torrington in
1993, Ms. Mills became Vice President and Treasurer of the Bank. Prior thereto,
Ms. Mills had served as Chief Financial Officer of Bristol since 1982.
-7-
<PAGE>
EXECUTIVE COMPENSATION
Compensation. The following table sets forth the salary compensation, cash
bonus and certain other forms of compensation paid by Eagle and its subsidiaries
for services rendered in all capacities during fiscal 1996, 1995 and 1994 to the
President and Chief Executive Officer of Eagle during fiscal 1996 and to each of
the other most highly compensated executive officers of Eagle whose total annual
salary and bonus for fiscal 1996 exceeded $100,000 (the "named executive
officers").
<TABLE>
SUMMARY COMPENSATION TABLE
ANNUAL LONG-TERM
COMPENSATION COMPENSATION AWARDS
------------ -------------------
SECURITIES
FISCAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION(S) YEAR SALARY $ BONUS $ OPTIONS (b) COMPENSATION $ (c)
- ------------------------------ ---- -------- ------- ----------- ------------------
<S> <C> <C> <C> <C> <C>
Robert J. Britton (a) 1996 $222,577 $ - 9,000 $13,267
President, Chief Executive 1995 183,846 20,000 27,500 21,050
Officer and Director of Eagle 1994 132,460 32,200 5,250 19,458
and of the Bank
Ercole J. Labadia 1996 144,604 - 6,000 15,588
Vice President -- Administration 1995 133,484 14,000 16,500 22,577
of Eagle and Executive Vice 1994 111,177 27,140 3,750 16,430
President of the Bank
Mark J. Blum 1996 127,308 - 5,500 12,573
Vice President, Chief 1995 113,269 12,000 16,500 18,410
Financial Officer and Secretary 1994 89,038 21,850 3,750 13,192
of Eagle and Senior Vice President,
Chief Financial Officer and
Secretary of the Bank
Kenneth F. Burns 1996 102,308 10,500 5,500 8,051
Vice President of Eagle and 1995 90,000 9,500 16,500 13,536
Senior Vice President - 1994 72,500 19,550 2,475 11,460
Retail Banking and Marketing
of the Bank
</TABLE>
(a) Mr. Britton was elected President and Chief Executive Officer of Eagle and
Chief Executive Officer of the Bank effective upon the retirement of Ralph
T. Linsley as President and Chief Executive Officer of Eagle and Chief
Executive Officer of the Bank effective September 30, 1994. In January
1995, Mr. Britton became President of the Bank.
(b) Option awards in fiscal 1995 and 1994 are adjusted to reflect a ten percent
stock dividend paid on March 1, 1995.
(c) All other compensation includes amounts contributed by the Company to the
non-contributory employee stock ownership plan (the "ESOP") on behalf of
each named executive officer. Participants share proportionately, based on
their annual compensation, in the benefits of the contributions made to the
ESOP and share proportionately, based on the amount credited to their
respective accounts under the ESOP, in the investment earnings or losses of
the trust fund. Fleet Bank, N.A. acts as trustee of the ESOP. For fiscal
year 1996, Messrs. Britton, Labadia, Blum and Burns were allocated 230
shares, 230 shares, 220 shares, and 174 shares, respectively, pursuant to
the ESOP, having a value (based on the market value on September 30, 1996)
of $6,273, $6,273, $6,004, and $4,735, respectively. All other compensation
also includes matching contributions made in fiscal 1996 under the Eagle
Financial Corp. Financial Institutions Thrift Plan, as adopted in October
1994, of $1,988, $1,446, $1,273, and $1,023 for Messrs. Britton, Labadia,
Blum, and Burns, respectively. Additionally, all other compensation
includes premiums paid by the Company for term life insurance and the lease
value of company automobiles.
-8-
<PAGE>
OPTION GRANTS. The following table contains information with respect to
grants of stock options to each of the named executive officers during the
fiscal year ended September 30, 1996. All such grants were made under Eagle's
1991 Option Plan.
<TABLE>
<CAPTION>
OPTION GRANTS IN 1996 FISCAL YEAR
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION FOR
INDIVIDUAL GRANTS (a) OPTION TERM(b)
- ------------------------------------------------------------------------------------- -----------------------------
% OF TOTAL
NUMBER OF OPTIONS GRANTED
SHARES UNDERLYING TO EMPLOYEES EXERCISE EXPIRATION
NAME OPTIONS GRANTED(#) IN FISCAL YEAR PRICE($/SH) DATE 5%($) 10%($)
---- ------------------ ------------------------------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C>
Robert J. Britton..... 9,000 22% $25.75 12-18-05 $145,746 $369,350
Ercole J. Labadia..... 6,000 15% 25.75 12-18-05 97,164 246,233
Mark J. Blum.......... 5,500 14% 25.75 12-18-05 89,067 225,714
Kenneth F. Burns...... 5,500 14% 25.75 12-18-05 89,067 225,714
</TABLE>
(a) Option grants were made on December 19, 1995 and are exercisable in full as
of the date of this Proxy Statement. All option grants were made at fair
market value, as determined by the closing price of the Common Stock on the
day prior to the date of grant.
(b) The dollar amounts under these columns are the result of calculations at
the 5% and 10% assumed annual growth rates mandated by the SEC and,
therefore, are not intended to forecast possible future appreciation, if
any, in Eagle's stock price. The calculations were based on the exercise
price.
OPTION EXERCISES AND HOLDINGS. The following table sets forth information
with respect to each of the named executive officers concerning the exercise of
stock options during the fiscal year ended September 30, 1996, and the value of
all unexercised options held by such individuals at such date.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN 1996 FISCAL YEAR
AND UNEXERCISED OPTION VALUES
NUMBER OF SHARES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
OPTIONS AT FISCAL YEAR-END(#) FISCAL YEAR-END ($)(b)
----------------------------- ----------------------
SHARES ACQUIRED VALUE
NAME ON EXERCISE(#) REALIZED($)(a) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ---------------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert J. Britton..... 1,000 $ 15,900 56,421 - $ 686,889 -
Ercole J. Labadia..... 5,324 105,149 35,159 - 418,932 -
Mark J. Blum.......... - - 33,714 - 411,032 -
Kenneth F. Burns...... 3,210 58,600 30,361 - 370,036 -
</TABLE>
(a) Market value of Common Stock at date of exercise, less the exercise price.
(b) Based on the $29.75 closing price of the Company's Common Stock as reported
on The Nasdaq Stock Market on December 16, 1996, minus the exercise price.
PENSION PLANS. The Bank maintains a qualified defined benefit plan under
the Internal Revenue Code of 1986, as amended (the "Code"), which is subject to
the requirements of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"). Retirement benefits are calculated by multiplying 2% of the
average of the five highest years of the employee's salary (including overtime
and bonuses, if any) by years of benefit service partially offset by the
Estimated Primary Social Security Benefit, as defined under the plan. Normal
retirement is age 65. Retirement benefits are fully vested after five years of
service. Provisions in the program allow for benefits to be delayed after age 65
or to be paid to vested participants who terminate employment
-9-
<PAGE>
after they have attained age 55. Benefits may be received in one of several
forms, including a lump sum cash payment or monthly installments payable to the
employee during his or her life and/or continuing to a contingent annuitant if
he or she survives the employee. Disability benefits under the plan are limited
to the vested early retirement benefit. If a member in active service dies
before age 65 after becoming vested, the beneficiary would be entitled to a lump
sum death benefit equal to the commuted value of 120 monthly installments, which
would have been payable had his or her allowance commenced on the first day of
the month in which the member died.
At September 30, 1996, 292 persons were eligible to participate in the
pension plan, which number includes 253 employee participants, 36 terminated
employees with a deferred interest, and 3 retired participants.
The following table illustrates current annual pension benefits under the
Bank's retirement plan for retirement in fiscal year 1996 at age 65 under the
most advantageous provisions available for various levels of compensation, years
of service, and full Social Security benefits. For 1996, pension benefits are
subject to a statutory maximum of $120,000, subject to cost-of-living
adjustments. Additionally, annual compensation in excess of $150,000 (subject to
cost of living increases) may not be used in calculation of retirement benefits.
<TABLE>
<CAPTION>
PENSION PLAN TABLE
YEARS OF SERVICE
ANNUAL --------------------------------------------------------------------------------
COMPENSATION 15 20 25 30 35
------------ -- -- -- -- --
<S> <C> <C> <C> <C> <C>
$100,000 $ 27,800 $ 37,100 $ 46,300 $ 55,600 $ 64,900
125,000 35,300 47,100 58,800 70,600 82,400
150,000 42,800 57,100 71,300 85,600 99,900
175,000 50,300 67,100 83,800 100,600 117,400
200,000 57,800 77,100 96,300 115,600 134,900
225,000 65,300 87,100 108,800 130,600 152,400
250,000 72,800 97,100 121,300 145,600 169,900
300,000 87,800 117,100 146,300 175,600 204,900
400,000 117,800 157,100 196,300 235,600 274,900
450,000 132,800 177,100 221,300 265,600 309,900
500,000 147,800 197,100 246,300 295,600 344,900
</TABLE>
As of September 30, 1996, Messrs. Britton, Labadia, Blum and Burns had 18,
38, 10 and 17 years of credited service, respectively, under the pension plan.
The Board of Directors of Eagle has adopted a nonqualified benefits
equalization plan for certain highly compensated executive officers who are also
participants in the pension plan to provide supplemental retirement income
benefits which are not currently available because annual compensation in excess
of $150,000 (subject to cost of living increases) may not be used in the
calculation of retirement benefits under the Code and because pension benefits
are currently subject to a statutory maximum of $120,000 (subject to cost of
living increases). See "Management - Executive Compensation - Summary
Compensation Table."
EMPLOYMENT AND CONSULTING AGREEMENTS.
In April 1994, Mr. Britton entered into a new employment agreement with
Eagle and the Bank. His employment agreement was subsequently amended in July
1994 in connection with the appointment of Mr. Britton as President and Chief
Executive Officer of Eagle and Chief Executive Officer of the Bank effective
September 30, 1994. Mr. Britton's annual salary for the calendar year under the
agreement is $230,000, with such increases as determined by the Board of
Directors of Eagle and the Bank. Mr. Britton's salary then in effect under the
agreement may not be decreased without his written consent. Mr. Britton's
agreement currently expires on March 31, 1999 and may be renewed by the Bank and
Eagle by written notice for one additional year on March 31, 1997 and
-10-
<PAGE>
each subsequent March 31 thereafter during the term of the agreement, unless Mr.
Britton gives contrary written notice to Eagle and the Bank prior to the renewal
date.
In April 1994, Mr. Labadia entered into a new employment agreement with
Eagle and the Bank. Mr. Labadia's employment agreement currently expires on
March 31, 1999. The Bank and Eagle may renew the agreement for an additional
one-year period on March 31, 1997, and each subsequent March 31 thereafter
during the term of the agreement, unless he gives contrary written notice prior
to the renewal date to Eagle and the Bank. The agreement provides for an annual
salary for the calendar year of $146,300, subject to annual increases as
determined by the Board of Directors of Eagle and the Bank. Mr. Labadia's salary
then in effect under the agreement may not be reduced without his written
consent.
In April 1994, Mr. Blum entered into a new employment agreement with Eagle
and the Bank. His employment agreement currently expires on March 31, 1999.
Eagle and the Bank may renew the agreement by written notice for one additional
year on March 31, 1997 and each subsequent March 31 thereafter during the term
of the agreement, unless Mr. Blum gives contrary written notice prior to the
renewal date. The agreement provides for an annual salary for the calendar year
of $130,000, with such annual increases as determined by the Board of Directors
of Eagle and the Bank. Mr. Blum's salary then in effect under the agreement may
not be decreased without Mr. Blum's written consent.
In May 1996, Mr. Burns entered into a new employment agreement with Eagle
and the Bank. His employment agreement currently expires on March 31, 1999.
Eagle and the Bank may renew the agreement by written notice for one additional
year on March 31, 1997 and each subsequent March 31 thereafter during the term
of the agreement, unless Mr. Burns gives contrary written notice prior to the
renewal date. The agreement provides for an annual salary for the calendar year
of $105,000 with such annual increases as determined by the Board of Directors
of Eagle and the Bank. Mr. Burn's salary then in effect under the agreement may
not be decreased without Mr. Burn's written consent.
Each of the employment agreements with Messrs. Britton, Labadia, Blum and
Burns also provides for participation in Eagle's and the Bank's retirement and
employee benefit plans. Each of the employment agreements may be terminated by
Eagle or the Bank at any time. The employee is not entitled to any benefits
under the employment agreement if he is terminated for "cause" as defined in the
employment agreement. If the employee is terminated "without cause," the
employee will be entitled to a cash payment equal to the employee's salary for
the remainder of the contract term. Each agreement also provides for a payment
to be made to the employee if the employee's service is terminated in connection
with or within two years after a "change in control" of Eagle or the Bank,
unless such termination occurs by virtue of normal retirement, permanent and
total disability or death; provided, however, that the employee shall not have
any right to receive a payment or benefit under the agreement which would be
considered a "parachute payment" under the Code. If the employee's termination
within two years of a change in control was voluntary with "good reason" or was
involuntary, the employee shall receive a lump-sum payment equal to three times
the employee's average annual compensation (as calculated for federal income tax
reporting purposes) for the five years prior to such change in control less one
dollar. It is currently estimated that, in the event of an involuntary
termination of employment or a voluntary termination with "good reason"
following a change of control, the amount payable to Messrs. Britton, Labadia,
Blum and Burns would be $568,012, $449,024, $369,165 and $331,419, respectively.
The severance payments are limited to one year's compensation in the case of a
voluntary termination without "good reason" after a "change in control." In
addition to the foregoing severance payments, in the event of the employee's
termination "without cause" or following a change in control, the employee is
entitled to life, health and disability insurance coverage for the remaining
term of his employment contract and to continued director's and officer's
liability coverage.
-11-
<PAGE>
REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEES
The Company's compensation program is administered by the Compensation
Committee comprised of three non-employee members of the Company's Board of
Directors. All decisions by the Committee relating to the compensation of
executive officers are approved by the full Board. In addition, the Company's
Stock Option Committee, consisting of four non-employee directors, makes all
decisions concerning stock option grants. The decisions of the Stock Option
Committee are taken into account by the Compensation Committee in the course of
its analysis of appropriate compensation levels.
The Company's executive compensation program provides competitive levels of
compensation designed to integrate pay with the Company's annual and long term
performance goals. Underlying this objective are the following concepts:
supporting an individual pay-for-performance policy that differentiates
compensation levels based on corporate and individual performance; motivating
key senior officers to achieve strategic business objectives and rewarding them
for that achievement; providing compensation opportunities which are competitive
to those offered in the marketplace, thus allowing the Company to compete for
and retain talented executives who are critical to the Company's long term
success; and aligning the interest of executives with the long term interests of
the Company's stockholders.
In the interests of balancing all key shareholder interests, the
Compensation Committee believes that the compensation of the Chief Executive
Officer ("CEO") of the Company, along with the compensation of other executive
officers, should be comprised of a combination of base pay, short-term annual
incentive bonus and long term stock options. While these elements are balanced
in total in comparison to other banking organizations, the Compensation
Committee believes that potential compensation in the form of
performance-related variable compensation should be emphasized. Variable
compensation will be both short-term and long-term based. The resulting total
package has been designed to reward executives for the creation of long-term
shareholder value in excess of other comparable organizations.
BASE SALARY. In determining the appropriate amount of fixed base pay for
executives, the Compensation Committee compared the executive officers' base
salaries with those paid to executives of 29 thrift companies with assets of
$500 million to $1 billion. The Compensation Committee targeted salary range
midpoints at the marketplace average, with adjustments made to reflect
individual executive performance, experience and contribution.
ANNUAL INCENTIVE BONUS. Each year, upon review of the recommendations of
the Compensation Committee, the Board of Directors determines whether to award
discretionary bonuses to executive officers. The Committee recommends bonuses
only when individual performance is meritorious and exceptional, and only after
consideration of such factors as the Bank's overall performance for such year,
especially when compared to peers.
STOCK OPTIONS. To encourage growth in shareholder value, stock options are
granted under the Company's option plans to key management personnel who are in
a position to make substantial contributions to the long-term success of the
Company. The Stock Option Committee and the Compensation Committee believe that
the grant of options focuses attention on managing the Company from the
perspective of an owner with an equity stake in the business. The Stock Option
Committee determined that additional option grants to executive officers during
fiscal 1996 would reward them for the Company's performance in fiscal 1996 and
further reinforce the link between executive and shareholder interests. All
options were granted at the current market price as determined by the closing
price of Common Stock on the day prior to the date of grant. Since the value of
an option bears a direct relationship to the Company's stock price, it serves as
an effective long-term incentive, which is highly compatible with the interests
of shareholders, and is therefore an important element of the Company's
compensation policy.
-12-
<PAGE>
CEO COMPENSATION. The Compensation Committee and the Board of Directors, in
determining the compensation for the Chief Executive Officer, considers Eagle's
size, financial results and progress in meeting strategic objectives. The Chief
Executives salary was increased from $200,000 to $230,000 based on Eagle's
increased size, financial results and progress in meeting strategic objectives.
Base salary for the Chief Executive Officer was below midpoint when compared to
29 thrift companies with assets of $500 million to $1 billion. There was no
annual bonus award for fiscal year 1996. Stock options were granted in
accordance with Eagle's 1991 Option Plan and in recognition of the Chief
Executive Officer's contribution to the progress and success of Eagle and to
further align his interests with those of shareholders. Eagle reported record
income of $13.6 million in 1996 and an increase of 21% in earnings per share
over the prior year. In fiscal 1996 and over the past five years, Eagle's stock
has outperformed both the S&P 500 and a peer index by a significant margin. See
"Comparative Company Performance."
STOCK OPTION COMMITTEE COMPENSATION COMMITTEE
---------------------- ----------------------
Steven E. Lasewicz, Jr. Theodore M. Donovan, Chairman
Thomas V. LaPorta Thomas V. LaPorta
John F. McCarthy Ernest J. Torizzo
Ernest J. Torizzo
COMPENSATION AND STOCK OPTION COMMITTEES INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee for fiscal 1996 is comprised of the three
non-employee directors listed above. The Stock Option Committee is comprised of
the four disinterested non-employee directors listed above.
Richard H. Alden, a director of Eagle and the Bank, is a partner in the law
firm of Anderson, Alden, Hayes & Ziogas LLC, located in Bristol, Connecticut.
The Bank retains Mr. Alden's law firm with regard to a variety of legal matters
and has paid such firm legal fees totaling $100,298, a portion of which was
reimbursed to the Bank by third parties, for services rendered from October 1,
1995 to September 30, 1996.
George T. Carpenter, a director of Eagle and the Bank, is the President and
Treasurer of Carpenter Realty Co. ("CRC"). Mr. Carpenter is also the President
and Treasurer of S. Carpenter Construction Co., headquartered in Bristol,
Connecticut. In addition, CRC and S. Carpenter Construction Co. are a partner in
Bristol Holding LLC (formerly known as Bristol Shopping Plaza, Inc. prior to
September 1995).
CRC has two loans outstanding from the Bank in which the Bank has
participation interests. Eagle believes that the loans, in which the Bank's
interests include (1) an original participation amount of $2,340,000 (with
respect to a loan in the amount of $9 million) which had a participation balance
of $2,195,706 on September 30, 1996, and (2) an original participation amount of
$130,000 (with respect to a loan in the amount of $500,000) which had a
participation balance of $125,858 on September 30, 1996, were made in the
ordinary course of business, and neither involve more than normal risk of
collectability nor present other unfavorable features. Beginning in fiscal 1995,
S. Carpenter Construction Co. remodeled the corporate offices of Eagle and the
Bank in the Funk Building for a contract sum of $244,735, against which payments
totaling $153,581 were made in fiscal 1996. In 1992, Bristol entered into a five
year lease for office space with S. Carpenter Construction Co., CRC, and Bristol
Shopping Plaza, Inc. for an annual rent of $45,000 for the first two years plus
maintenance fees, which rent has been increased by $2,500 annually for each of
the three years thereafter. During fiscal 1991, Bristol entered into a five year
lease for office space with CRC for an annual rent of $19,800 plus maintenance
fees, which rent was increased by $2,200 annually for the second and third
years. On August 31, 1996, Eagle leased an additional 1,554 square feet of space
from CRC adjacent to the existing premises. The term of the additional space
began on September 1, 1996 and shall run concurrently with the existing lease
for an additional
-13-
<PAGE>
minimum fixed rental rate of $12,000 annually plus maintenance fees. The Bank
entered into a three year lease effective August 1, 1996 for storage space with
CRC at an annual rate of $6,300 plus maintenance fees. Eagle and its
subsidiaries paid such affiliated entities of Mr. Carpenter an aggregate of
$97,614 in rental, taxes and maintenance fees for the period from October 1,
1995 through September 30, 1996. In addition, Eagle paid the entities of Mr.
Carpenter an aggregate of $7,607 for renovations on other properties of Eagle.
Theodore M. Donovan, a director of Eagle and the Bank, is a partner in the
law firm of Furey, Donovan, Eddy, Kocsis, Tracy & Daly, P.C., located in
Bristol, Connecticut. The Bank has retained Mr. Donovan's law firm with regard
to a variety of legal matters. The Bank paid such firm legal fees totaling
$42,457, a portion of which was reimbursed to the Bank by third parties, for
services rendered from October 1, 1995 to September 30, 1996.
COMPARATIVE COMPANY PERFORMANCE
The following table sets forth comparative information regarding the
Company's cumulative shareholder return on its Common Stock over the last five
fiscal years. Total shareholder return is measured by dividing total dividends
(assuming dividend reinvestment) plus share price change for a period by the
share price at the beginning of the measurement period. The Company's cumulative
shareholder return over a five-year period is based on an investment of $100 on
September 30, 1991 and is compared to the cumulative total return of the S&P 500
Index and the KBW 50 Index.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN AMONG
EAGLE FINANCIAL CORP., S&P 500 INDEX AND KBW 50 INDEX
[GRAPHIC OMITTED]
Fiscal Year Eagle Financial
ended Corp. S&P 500 KBW 50
Sep-91 100 100 100
Sep-92 166 111 112
Sep-93 234 125 143
Sep-94 264 130 141
Sep-95 325 169 195
Sep-96 399 203 259
SECTION 16(A) COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's executive officers
and directors, and persons who own more than ten percent of a registered class
of the Company's equity securities, to file reports of ownership and changes in
ownership with the SEC. Officers, directors and greater than ten percent
shareholders are required by SEC regulation to furnish the Company with copies
of all Section 16(a) forms they file. Based solely on its review of the copies
of such forms received by it, or written representations from certain reporting
persons that no Forms 5 were required for those persons, the Company believes
that during fiscal 1996 all filing requirements applicable to its executive
officers, directors and greater than ten percent beneficial owners were complied
with.
CERTAIN TRANSACTIONS
From time to time the Bank makes loans to its directors, officers and other
employees for the financing of their homes, as well as home improvement and
consumer loans. The Bank also will consider other lending relationships with
directors, officers and other employees, and presently has
-14-
<PAGE>
outstanding participation interests in two loans to a company owned by a
director and secured by commercial real estate. Except for loans made prior to
January 1990 at preferential interest rates (as discussed below), it is the
belief of Eagle's management that these loans are currently made in the ordinary
course of business, and neither involve more than normal risk of collectability
nor present other unfavorable features. Except for the preferential rate loans,
loans to such persons were made on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with other persons. All loans to directors, nominees for director,
and executive officers must be approved by the full Board of Directors of the
Bank, and loans to all other employees are approved by one of two designated
officers. Loans to such individuals are made pursuant to the same underwriting
criteria as apply to loans to the general public. Such loans are written at the
prevailing interest rate for customers of the Bank, except that for certain
loans made prior to January 23, 1990, interest is charged at a preferential rate
as long as the borrower remains employed by the Bank (other than retired or
disabled directors and employees who continue to receive the preferential rate).
Directors, officers and other employees pay legal fees, appraisal fees and all
other direct costs incurred by the Bank in originating the loan.
Management believes that the loans to directors and officers were in
compliance with federal law and regulations in effect at the time the loans were
made. As a result of federal legislation enacted in August 1989, the Bank is
precluded from making loans to directors and executive officers on terms that
would not be offered to a member of the general public of comparable credit
standing seeking a comparable loan. Such legislation did not apply to
outstanding mortgage loans made by Bristol or Torrington prior thereto.
The following table sets forth certain information with regard to loans
(except deposit account loans) at preferential interest rates to directors,
nominees for director and executive officers of Eagle (and members of their
immediate families) and to any corporation or organization in which any
director, nominee for director or executive officer has a substantial interest,
which were outstanding in amounts greater than $60,000 in the aggregate at any
time since October 1, 1995.
<TABLE>
<CAPTION>
Highest Amount
Outstanding Unpaid Balance Interest Rate
since as of as of
Name/Loan Type October 1, 1995 September 30, 1996 September 30, 1996
- -------------- --------------- ------------------ ------------------
<S> <C> <C> <C>
Ernest J. Torizzo
Mortgage...................... $ 232,055 $ 228,389 6.875%
</TABLE>
For a description of certain transactions regarding Messrs. Alden,
Carpenter and Donovan and the Bank, see "Compensation and Stock Option
Committees Interlocks and Insider Participation."
Eagle is unaware of any other transactions to which Eagle or the Bank is
party in which any director or executive officer of Eagle has or will have a
direct or indirect material interest.
-15-
<PAGE>
STOCK OWNED BY MANAGEMENT
The following table sets forth information as of December 16, 1996 with
respect to the shares of Eagle Common Stock beneficially owned by each director
and nominee for director of Eagle, each of the named executive officers, and by
all directors and executive officers as a group.
<TABLE>
<CAPTION>
Percent of
Name and Position(s) Amount and Nature of Common Stock
with the Company Beneficial Ownership (a) Outstanding
------------------ ------------------------ -------------
<S> <C> <C>
Richard H. Alden
Director..................................... 43,183(b) *
Mark J. Blum
Vice President, Chief Financial Officer
and Secretary................................ 41,462(c) *
Robert J. Britton
Director, President and Chief
Executive Officer........................... 64,479(d) 1.4%
Kenneth F. Burns
Vice President............................... 34,156(e) *
George T. Carpenter
Director..................................... 60,651(f) 1.3%
Theodore M. Donovan
Director..................................... 30,678 *
Ercole J. Labadia
Vice President -- Administration............. 47,389(g) 1.0%
Thomas V. LaPorta
Director..................................... 56,045 1.2%
Steven E. Lasewicz, Jr.
Director..................................... 19,832 *
Ralph T. Linsley
Chairman of the Board........................ 72,121(h) 1.6%
John F. McCarthy
Director..................................... 42,062(i) *
Ernest J. Torizzo
Director..................................... 28,165(j) *
All directors and executive officers
as a group (13 persons)...................... 551,815(k) 11.3%
</TABLE>
* Less than one percent.
(a) In accordance with Rule 13d-3 under the Exchange Act, a person is deemed to
be the beneficial owner, for purposes of this table, of any shares of Eagle
Common Stock (1) over which he has or shares voting or investment power, or
(2) of which he has the right to acquire beneficial ownership at any time
within 60 days from December 16, 1996. As used herein, "voting power" is
the power to vote or direct the voting of shares and "investment power" is
the power to dispose or direct the disposition of shares. All persons shown
in the table above have sole voting and investment power, except as
otherwise indicated. The number of shares reflected for each individual and
the group includes shares subject to options which are exercisable and were
-16-
<PAGE>
adjusted for the 10% stock dividend of March 1, 1995. The following
individuals and group held such options for the following number of shares
as of such date: Mr. Alden - 17,930; Mr. Blum - 33,714; Mr. Britton -
56,421; Mr. Burns - 30,361; Mr. Carpenter - 17,930; Mr. Donovan - 17,930;
Mr. Labadia - 35,159; Mr. LaPorta - 17,930; Mr. Lasewicz - 10,050; Mr.
Linsley - 39,171; Mr. McCarthy - 15,930; Mr. Torizzo - 10,000; and all
directors and officers as a group 312,701.
(b) Includes 153 shares as to which Mr. Alden disclaims beneficial ownership.
(c) Includes 7,465 shares allocated to the account of Mr. Blum under the ESOP.
(d) Includes 6,090 shares allocated to the account of Mr. Britton under the
ESOP.
(e) Includes 3,795 shares allocated to the account of Mr. Burns under the ESOP.
(f) Includes 2,195 shares as to which Mr. Carpenter disclaims beneficial
ownership and 29,588 shares held by S. Carpenter Construction Co., of which
Mr. Carpenter is President and Treasurer.
(g) Includes 6,906 shares allocated to the account of Mr. Labadia under the
ESOP.
(h) Includes 10,369 shares allocated to the account of Mr. Linsley under the
ESOP and 4,154 shares as to which Mr. Linsley disclaims beneficial
ownership.
(i) Includes 2,008 shares owned by Mr. McCarthy's wife, 10,557 shares held by
J&M Sales, Inc., of which Mr. McCarthy is President, and 2,807 shares held
for the benefit of Mr. McCarthy under a profit sharing plan maintained by
J&M Sales, Inc.
(j) Includes 8,905 shares owned by Mr. Torizzo's wife.
(k) Includes 15,588 shares allocated to Eagle's current and retired executive
officers of the total 237,064 shares allocated to the accounts of all
participating employees under the ESOP.
-17-
<PAGE>
PRINCIPAL HOLDERS OF VOTING SECURITIES OF EAGLE
The following table sets forth information at December 16, 1996 with
respect to ownership of Eagle Common Stock by each person believed by management
to be the beneficial owner of more than 5% of the outstanding Eagle Common
Stock. The historical information set forth below is based on beneficial
ownership information contained in the most recent Schedule 13D or 13G filed on
behalf of such person with the SEC.
<TABLE>
<CAPTION>
Percent of
Name and Address of Amount and Nature of Common Stock
Beneficial Owner Beneficial Ownership Outstanding
------------------ -------------------- -------------
<S> <C> <C>
Fleet Financial Group, Inc..................... 243,772 (a) 5.4%
50 Kennedy Plaza
Providence, RI 02903
Beck, Mack & Oliver
330 Main Street
New York, NY 10017........................... 240,525 (b) 5.3%
</TABLE>
(a) Fleet Financial Group, Inc. ("Fleet") filed a Schedule 13G, dated February
27, 1996, reporting that 243,772 shares are owned beneficially, as a
fiduciary for the account of others, and that it has shared voting and
dispositive power with respect to such shares. The number of shares listed
above reflects the 10% stock dividend of March 1, 1995. The shares
beneficially owned by Fleet are held by Fleet Bank, N.A. in connection with
the Eagle Federal Savings Bank ESOP Trust. Fleet Bank, N.A., an affiliate
of Fleet, is the trustee of the ESOP. As of December 16, 1996, all shares
held by the ESOP Trust have been allocated to the accounts of eligible
employees of the Bank. The shares allocated to the accounts of eligible
employees held by the ESOP Trust will be voted at the Annual Meeting as
directed by such employees. The amounts shown are based on information
provided to Eagle.
(b) The Reporting Persons filed a Schedule 13G, dated January 31, 1996 (the
"Beck, Mack Schedule 13G") reporting that the 240,525 are shares
beneficially owned. The securities are owned by investment advisory clients
of Beck, Mack & Oliver. These clients have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from sale
of, such securities. No one of these clients owns more than 5% of such
class of securities.
AMENDMENT OF THE 1991 STOCK OPTION PLAN
(PROPOSAL TWO)
The Board of Directors, subject to shareholder approval, has approved an
amendment to Eagle's 1991 Option Plan to specify that during any calendar year
options covering up to 2,000 shares of Eagle Common Stock may be granted under
the 1991 Option Plan to each person who is a non-employee director of Eagle. As
a result of the amendment, no automatic grants of options will be made to
directors.
The principal provisions of the 1991 Option Plan are summarized below. Such
summary does not, however, purport to be complete and is qualified in its
entirety by the terms of the 1991 Option Plan. Shareholders may obtain, free of
charge, a copy of the 1991 Option Plan by writing to Mark J. Blum, Vice
President, Chief Financial Officer and Secretary, Eagle Financial Corp., 222
Main Street, Bristol, Connecticut 06010.
-18-
<PAGE>
REASONS FOR AMENDMENT OF THE 1991 OPTION PLAN
The Board of Directors believes that it is important that a portion of the
compensation of outside directors be linked directly to the future performance
of Eagle Common Stock. The Board believes that including stock options as a part
of a director's overall compensation package is the best way for Eagle to
accomplish this objective. Rule 16b-3 under the Securities Exchange Act of 1934
formerly provided that non-employee directors who received grants of options
(other than nondiscretionary, formula grants made under the specific terms of a
stock option plan) were not eligible to act as "disinterested administrators" of
a plan for purposes of that Rule. As a result, the 1991 Option Plan did not
permit any discretionary grants of stock options to non-employee directors, but
provided for certain automatic formula grants. Under amendments to Rule 16b-3
that became effective in 1996, non-employee directors no longer are required to
qualify as "disinterested administrators" to satisfy the applicable
requirements. Therefore, the Board of Directors has determined to amend the 1991
Option Plan to eliminate automatic formula grants to directors and to permit
discretionary grants of options covering no more than 2,000 shares per year to
any non-employee director, to give Eagle greater flexibility to establish the
degree to which its non-employee directors' compensation will be based upon
future appreciation in the value of Eagle Common Stock.
The amendment to the 1991 Option Plan also requires that the Stock Option
Committee be comprised of two or more persons who qualify both as "non-employee
directors" for purposes of amended Rule 16b-3 and as "outside directors" for
purposes of Section 162(m) of the Code (relating to the deductibility of amounts
received under a qualified performance based incentive plan) and permits either
the Stock Option Committee or the full Board of Directors to grant options under
the 1991 Option Plan.
DESCRIPTION OF THE 1991 OPTION PLAN
The 1991 Option Plan was adopted by the Board of Directors in November
1991, was approved by the shareholders of Eagle in 1992, was amended by the
Board of Directors in 1994, and, as amended, was approved by shareholders in
1995. Under the terms of the 1991 Option Plan, 585,200 shares of authorized
Common Stock of the Company (adjusted for a 10% stock dividend) are reserved for
issuance to officers, other full-time employees and directors of the Company and
its subsidiaries. The 1991 Option Plan provides for the grant of options that
are intended to qualify as "incentive stock options" under Section 422 of the
Code as well as nonqualified options. The Stock Option Committee administers the
1991 Option Plan.
The purposes of the 1991 Option Plan are (i) to further the growth and
success of Eagle by enabling selected officers, directors and employees of Eagle
and/or its subsidiaries to acquire shares of Common Stock of Eagle, thereby
increasing their personal interest in such growth and success, and (ii) to
provide a means of rewarding outstanding performance by such persons to Eagle.
Upon adoption of the 1991 Option Plan, the non-employee directors of Eagle,
Mr. Linsley and two individuals who were officers of Eagle at that time, were
each granted options for 3,300 shares at an adjusted exercise price of $9.205
per share. Under the 1994 amendments to the 1991 Option Plan, effective November
22, 1994 new non-employee directors of Eagle received options for 8,250 shares
upon the completion of one year of service as a director, subject to the
availability of options. The 1994 amendments to the 1991 Option Plan also
provided for the grant of an option to purchase 8,250 shares at an exercise
price of $18.18 per share to each person who was a non-employee director on
November 22, 1994. (The foregoing numbers of shares and exercise prices have
been adjusted to reflect a 10% stock dividend). Under the 1991 Option Plan as
amended in 1996, subject to shareholder approval, the foregoing nondiscretionary
grant provisions will be deleted effective January 1, 1997, and each
non-employee director will be eligible to receive an annual grant of one or more
options covering up to 2,000 shares commencing in 1997, on the same general
terms as are applicable to grants made to employees of Eagle and its
subsidiaries under the 1991 Option Plan. No grants have been made to
non-employee directors under the amended provisions.
-19-
<PAGE>
Options covering no more than 44,000 shares may be granted to any officer
or other employee during any calendar year. In general, the option exercise
price under the 1991 Option Plan may not be less than 100% of the fair market
value of the common stock on the date of grant of the option. The maximum option
term is generally 10 years. No person can receive any incentive stock option if,
at the time of grant, such person owns directly or indirectly more than 10% of
the total combined voting power of Eagle unless the option price is at least
110% of the fair market value of the common stock and the exercise period of
such incentive option is by its terms limited to five years. There is also a
$100,000 limit on the value of the stock (determined at the time of grant)
covered by incentive stock options that first become exercisable by an optionee
in any calendar year.
Payment for shares purchased under the 1991 Option Plan may be made either
in cash or by exchanging shares of common stock of Eagle with a fair market
value equal to or less than the total option price plus cash for any difference.
The Stock Option Committee may provide in an option agreement for payment upon
delivery of the stock certificate or certificates when certain conditions are
met, including the use of a licensed broker acceptable to Eagle to act as the
agent for the options and payment in cash or cash equivalent acceptable to
Eagle.
If an optionee's employment or service with Eagle or a subsidiary
terminates by reason of death, his or her options, whether or not then
exercisable, may be exercised at any time prior to the date on which the options
would otherwise expire. If an optionee's employment or service with Eagle or a
subsidiary terminates by reason of permanent and total disability, his or her
options, whether or not then exercisable, may be exercised at any time during
the term of the option. If the optionee's employment or service terminates for
any reason other than death or disability, options held by such optionee
terminate three months after the date of such termination (but not later than
the date the option would otherwise expire). The Stock Option Committee may
extend or shorten the period following a termination of employment or service
during which an option may be exercised by so providing in a particular option
agreement. Options granted to non-employee directors of Eagle or a subsidiary
under the terms of the 1991 Option Plan as in effect before the 1996 amendment
will remain exercisable until the expiration of their original term,
notwithstanding the director's death, disability or other termination of service
on the Board.
If the outstanding shares of common stock are increased or decreased or
changed into or exchanged for a different number or kind of shares or securities
of Eagle, whether by reason of merger, consolidation, reorganization,
recapitalization, reclassification, stock dividend, split, combination of
shares, exchange of shares, or the like, an appropriate and proportionate
adjustment will be made in the number and kinds of shares subject to the 1991
Option Plan, and in the number, kinds, and per share exercise price of shares
subject to the unexercised portion of options granted prior to any such change.
Any such adjustment in an outstanding option, however, will be made without a
change in the total price applicable to the unexercised portion of the option
but with a corresponding adjustment in the per share option price.
Upon any dissolution or liquidation of Eagle, or upon a reorganization,
merger or consolidation in which Eagle is not the surviving corporation, or upon
the sale of substantially all of the property of Eagle to another corporation,
or upon any transaction (including, without limitation, a merger or
reorganization in which Eagle is the surviving corporation) approved by the
Board of Directors which results in any person or entity owning 80% or more of
the total combined voting power of all classes of stock of Eagle, the 1991
Option Plan and the options issued thereunder will terminate, unless provision
is made in connection with such transaction for the continuation of the plan
and/or the assumption of the options or for the substitution for such options of
new options covering the stock of a successor employer corporation or a parent
or subsidiary thereof, with appropriate adjustments as to the number and kinds
of shares and the per share exercise price. In the event of such termination,
all outstanding options shall be exercisable in full during such period
immediately prior to the occurrence of such termination as the Board of
Directors in its discretion shall determine.
-20-
<PAGE>
An optionee will not be deemed to have received taxable income upon the
grant or exercise of any incentive stock option (except that the alternative
minimum tax may apply). Any gain realized upon a disposition of shares received
pursuant to the exercise of an incentive stock option will be taxed as long-term
capital gain, so long as the optionee holds the shares for at least two years
after the date of grant and for at least one year after the date of exercise.
The grant of a nonqualified option will not constitute taxable income to the
optionee. Upon exercise of a nonqualified stock option, an optionee will be
deemed to receive ordinary income in an amount equal to the difference between
the exercise price and the fair market value of the underlying stock on the date
of the exercise, subject to the lapse of certain restrictions that may be
imposed by the federal securities laws.
Generally, neither gain nor loss will be recognized by the Company upon the
grant or exercise of an incentive stock option. Upon the exercise of a
nonqualified stock option, the Company will be entitled to a deduction for the
amount recognized as ordinary income by the optionee. If Common Stock acquired
upon the exercise of an incentive stock option is disposed of prior to
satisfaction of the holding periods described above, generally the optionee will
be deemed to have realized as ordinary income, and Eagle will be allowed to
deduct, the excess of the market value at the date of exercise (or, if less, the
date of such disposition) over the option exercise price. If an optionee pays
the exercise price of an option by delivering shares of Common Stock, the
exchange of shares generally will be treated as a non-taxable transaction
(provided, in the case of an incentive stock option, that the shares delivered
in payment are not shares acquired upon exercise of an incentive stock option as
to which the holding period requirements discussed above have not been
satisfied).
The foregoing provides only a very general description of the federal
income tax consequences of transactions under the 1991 Option Plan, and
participants should consult a tax advisor as to their individual circumstances.
The Board of Directors may amend the 1991 Option Plan with respect to
shares of common stock as to which options have not been granted. However,
Eagle's shareholders must approve any amendment that would (1) materially change
the requirements as to eligibility to receive options; (2) increase the maximum
number of shares in the aggregate for which options may be granted (except for
adjustments upon changes in capitalization); (3) change the minimum option
price; (4) increase the maximum period during which options may be exercised;
(5) extend the term of the Plan; or (6) materially increase the benefits
accruing to eligible individuals under the 1991 Option Plan.
The Board of Directors at any time may terminate or suspend the 1991 Option
Plan. Unless previously terminated, the 1991 Option Plan will terminate
automatically on November 18, 2001. No termination, suspension or amendment of
the 1991 Option Plan may, without the consent of the optionee to whom an option
has been granted, adversely affect the rights of the holder of the option.
The proposal to amend the 1991 Option Plan will be deemed approved upon the
affirmative vote of the holders of a majority of the voting power present in
person or by proxy and entitled to vote on the matter.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE
FOR THE AMENDMENT TO THE 1991 OPTION PLAN.
-21-
<PAGE>
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
(Proposal Three)
The Board of Directors has appointed the firm of KPMG Peat Marwick LLP to
act as independent auditors for the Company for the fiscal year ending September
30, 1997, subject to ratification of such appointment by the Company's
shareholders.
Unless otherwise indicated, properly executed proxies will be voted in
favor of ratifying the appointment of KPMG Peat Marwick LLP to audit the books
and accounts of the Company for the fiscal year ending September 30, 1997. No
determination has been made as to what action the Board of Directors would take
if the shareholders do not ratify the appointment.
A representative of KPMG Peat Marwick LLP is expected to be present at the
Annual Meeting and will be given an opportunity to make a statement if he or she
desires to do so and will be available to respond to appropriate questions.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE
FOR THE RATIFICATION OF APPOINTMENT OF KPMG PEAT MARWICK LLP AS INDEPENDENT
AUDITORS.
-22-
<PAGE>
DATE FOR SUBMISSION OF SHAREHOLDER PROPOSALS
Any shareholder proposal intended for inclusion in Eagle's proxy statement
and form of proxy relating to Eagle's 1997 annual meeting of shareholders must
be received by Eagle by August 24, 1997, pursuant to the proxy soliciting
regulations of the SEC. In addition, Eagle's Bylaws require that notice of
shareholder proposals and nominations for director be delivered to the Secretary
of Eagle not less than 30 days nor more than 90 days prior to the date of an
annual meeting, unless notice or public disclosure of the date of the meeting
occurs less than 45 days prior to the date of such meeting, in which event,
shareholders may deliver such notice not later than the 15th day following the
day on which notice of the date of the meeting was mailed or public disclosure
thereof was made. Nothing in this paragraph shall be deemed to require Eagle to
include in its proxy statement and form of proxy for such meeting any
shareholder proposal which does not meet the requirements of the SEC in effect
at the time.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors of Eagle
does not know of any other matters to be presented for action by the
shareholders at the 1996 Annual Meeting. If, however, any other matters not now
known are properly brought before the meeting, the persons named in the
accompanying proxy will vote such proxy in accordance with the determination of
a majority of the Board of Directors.
By Order of the Board of Directors
/s/ Ralph T. Linsley
Ralph T. Linsley
Chairman of the Board
Bristol, Connecticut
December 22, 1996
<PAGE>
EAGLE FINANCIAL CORP.
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS
PROXY
The undersigned shareholder of Eagle Financial Corp. ("Eagle") hereby
appoints Richard H. Alden and Thomas V. LaPorta, or either of them, with full
power of substitution in each, as proxies to cast all votes which the
undersigned shareholder is entitled to cast at the annual meeting of
shareholders (the "Annual Meeting") to be held on Tuesday, January 28, 1997, at
11:00 a.m., local time, at the Radisson Inn, 42 Century Drive, Bristol,
Connecticut, and at any adjournments thereof, upon the following matters. The
undersigned shareholder hereby revokes any proxy or proxies heretofore given.
This proxy will be voted as directed by the undersigned shareholder.
ULESS CONTRARY DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE ELECTION OF
THE NOMINEES LISTED IN PROPOSAL 1, FOR PROPOSAL 2 AND 3 AND IN ACCORDANCE WITH
THE DETERMINATION OF A MAJORITY OF THE BOARD OF DIRECTORS AS TO OTHER MATTERS.
The undersigned shareholder may revoke this proxy at any time before it is voted
by delivering to the Secretary of Eagle either a written revocation of the proxy
or a duly executed proxy bearing a later date, or by appearing at the Annual
Meeting and voting in person. The undersigned shareholder hereby acknowledges
receipt of the Notice of Annual Meeting and Proxy Statement.
(continued and to be signed and dated on reverse side)
SEE REVERSE SIDE
<PAGE>
[ x ] Please mark
your vote as
in this example.
IF YOU RECEIVE MORE THAN ONE PROXY CARD, PLEASE SIGN AND RETURN ALL CARDS IN THE
ACCOMPANYING ENVELOPE.
1. Election of three directors for a three-year term.
Nominees: Theodore M. Donovan 3-year term
Ralph T. Linsley 3-year term
John F. McCarthy 3-year term
WITHHOLD
FOR AUTHORITY
[ ] [ ]
________________________________________________________________________________
(Instruction: To withhold authority to vote for any individual nominee print
that nominee's name on the space provided.)
2. To amend the 1991 Stock Option Plan.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Ratification of appointment of KPMG Peat Marwick LLP as independent auditors.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
4. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting, or any adjournments thereof.
[ ] MARK HERE
FOR ADDRESS
CHANGE AND
NOTE AT RIGHT
Please date and sign exactly as name appears hereon. Each executor,
administrator, trustee, guardian, attorney-in-fact and other fiduciary should
sign and indicate his or her full title. When stock has bee issued in the name
of two or more persons, all should sign.
Signature: ______________________________________________ Date: ________________
Signature: ______________________________________________ Date: ________________
