NEWMIL BANCORP INC
S-4/A, EX-99.2, 2000-09-13
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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                                                                   Exhibit 99.2

                             NewMil Bancorp, Inc.

                              19 Main Street

                      New Milford, Connecticut 06776

          2000 SPECIAL MEETING OF SHAREHOLDERS--OCTOBER 25, 2000

          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

   The undersigned shareholder of NewMil Bancorp, Inc. hereby appoints Joseph
Carlson II, Suzanne L. Powers and Mary C. Williams, or each 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 Special Meeting of
shareholders to be held at 9:30 a.m. local time, on October 25, 2000, at the
Candlewood Valley Country Club, New Milford, Connecticut, 06776, 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. UNLESS
CONTRARY DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED: (1) TO APPROVE AND
ADOPT AN AGREEMENT AND PLAN OF MERGER, DATED AS OF MAY 30, 2000, BETWEEN AND
AMONG NEWMIL BANCORP, INC., ITS WHOLLY-OWNED SUBSIDIARY NEW MILFORD SAVINGS
BANK, AND NUTMEG FEDERAL SAVINGS AND LOAN ASSOCIATION, PURSUANT TO WHICH
NUTMEG WILL BE ACQUIRED BY NEWMIL AND MERGED INTO NEW MILFORD SAVINGS BANK,
AND THE OTHER TRANSACTIONS CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER;
AND (2) ANY OTHER BUSINESS IN ACCORDANCE WITH THE DETERMINATION OF A MAJORITY
OF THE NUTMEG BOARD OF DIRECTORS. The undersigned may revoke this proxy at any
time before it is voted by (i) delivering to Betty F. Pacocha, Corporate
Secretary of NewMil a written notice of revocation before the special meeting,
(ii) delivering to NewMil a duly executed proxy bearing a later date before
the special meting, or (iii) by attending the special meeting and voting in
person. The undersigned shareholder hereby acknowledges receipt of a Notice of
a Special Meeting of NewMil and the joint proxy statement/prospectus of NewMil
and Nutmeg dated September 15, 2000.

   If you receive more than one proxy card, please sign and return all cards
in the accompanying envelope.

  PROPOSAL 1: To approve and adopt the agreement and plan of merger, dated as
              of May 30, 2000 by and among NewMil Bancorp, Inc., its wholly-
              owned subsidiary New Milford Savings Bank and Nutmeg Federal
              Savings and Loan Association, pursuant to which Nutmeg will be
              acquired by NewMil and merged into New Milford Savings Bank,
              and the other transactions contemplated by the agreement and
              plan of merger; as described in the joint proxy
              statement/prospectus.

               [_] FOR           [_] AGAINST           [_] ABSTAIN

  PROPOSAL 2: The proxies are authorized to vote upon such other business as
              may properly come before the special meeting, or any
              adjournments or postponements of the meeting, including,
              without limitation, a motion to adjourn the special meeting to
              another time and/or place for the purpose of soliciting
              additional proxies in order to approve the agreement and plan
              of merger or otherwise.

               [_] FOR           [_] AGAINST           [_] ABSTAIN

               Date: ____________________

               __________________________
               Signature(s) of
               Shareholder(s) or
               Authorized
               Representative(s)

               Please date and sign exactly as your name appears on this proxy
               card. Each executor, administrator, trustee, guardian,
               attorney-in-fact and other fiduciary should sign and indicate
               his or her full title. When stock has been issued in the name
               of two or more persons, all persons should sign.


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