<PAGE>
EXHIBIT 99.3
PEOPLES LTD.
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS CALLED FOR
________, 2000
The undersigned having received, together with the proxy
statement/prospectus dated as of _______, 2000, notice of the special meeting
of shareholders of PEOPLES LTD., a Pennsylvania corporation, to be held on
_______, 2000 at ___p.m., hereby designates and appoints __________ and
____________ as proxies for the undersigned, with full power of substitution,
and resubstitution to exercise all the powers that the undersigned would have
if personally present to act and to vote all of the shares of common stock
that the undersigned is entitled to vote at the special meeting of
shareholders, unless revoked, and at any adjournment or postponement of the
meeting, such proxies being directed to vote as specified below on the
following proposals:
MANAGEMENT RECOMMENDS A VOTE "FOR" PROPOSAL 1, 2 and 3.
Proposal 1: To approve and adopt the Agreement and Plan of Merger by and
between Citizens & Northern Corporation and Peoples Ltd.
providing for the merger of Peoples Ltd. with and into
Citizens & Northern Corporation.
/ / FOR / / AGAINST / / ABSTAIN
Proposal 2: To approve postponement or adjournment of the meeting to
another time and/or place for the purpose of soliciting
additional proxies, in the event that there are not sufficient
votes at the time of the meeting to approve and adopt the
Agreement and Plan of Merger.
/ / FOR / / AGAINST / / ABSTAIN
Proposal 3: To transact such other business as may properly come before
the special meeting, or any adjournment or postponement
thereof, in order to allow the further solicitation of
proxies.
/ / FOR / / AGAINST / / ABSTAIN
THE SHARES OF COMMON STOCK REPRESENTED BY THIS PROXY WILL BE VOTED AS
SPECIFIED. IF NO SPECIFICATION IS MADE, THE SHARES WILL BE VOTED FOR
PROPOSALS 1, 2 and 3. ALL PROXIES PREVIOUSLY GIVEN ARE HEREBY REVOKED.
RECEIPT OF THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS IS HEREBY ACKNOWLEDGED.
The aforesaid proxies are hereby authorized to vote on any other
matter that may properly come before the meeting at their discretion. An
executed proxy may be revoked at any time prior to its exercise by submitting
another proxy with a later date, by appearing in person at the Peoples
<PAGE>
Ltd. special meeting and advising the Secretary of the shareholder's intent
to vote the shares of common stock or by sending a written, signed and dated
revocation that clearly identifies the proxy being revoked to the principal
executive offices of Peoples Ltd., at ________________________________ Attn.
___________________ _______________. A revocation may be in any written form
validly signed by the record holder so long as it clearly states that the
proxy previously given is no longer effective.
Dated:
-----------------------------------
-----------------------------------------
Signature
-----------------------------------------
Signature
Please sign exactly as your name appears on
your share certificate(s) and return this
proxy promptly in the accompanying envelope.
If the shares of stock are issued in the
names of two or more persons, all persons
should sign the proxy. If the shares of
stock are issued in the name of a
corporation or partnership, please sign in
the corporate name, by the president or
other authorized officer, or in the
partnership name, by an authorized person.
When signing as attorney, executor,
administrator, trustee, guardian or in any
other representative capacity, please give
your full title as such.
PLEASE DATE, SIGN AND MAIL THIS PROXY TO PEOPLES
LTD., ATTENTION:
______________________________________________
______________________________________________
______________________________________________.
AN ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
