SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant / X /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, For Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/X / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule
14a-11(c) or Rule 14a-12
NORWICH FINANCIAL CORP.
==================================================
(Name of Registrant as Specified in Its Charter)
(Names of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / No fee required.
/X / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transactions applies:
Norwich Financial Corp. Common Stock, par value $0.01 per share ("NFC
Common Stock")
(2) Aggregate number of securities to which transaction applies:
5,488,991 shares of NFC Common Stock
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: $29.375
(4) Proposed maximum aggregate value of transaction: $161,239,110.63
(5) Total fee paid: $32,247.82
/X / Fee paid previously with preliminary materials: $32,247.82
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule and Registration Statement no.:
(3) Filing Party:
(4) Date Filed:
January 23, 1998
Dear Norwich Shareholder:
Enclosed with this letter is a Letter of Transmittal which relates to the
proposed merger (the "Merger") of Norwich Financial Corp. ("Norwich") and its
subsidiary, The Norwich Savings Society, into People's Bank ("People's"). The
Merger will be the subject of a special meeting of Norwich shareholders to be
held on February 19. Detailed information about the Merger and the special
meeting is contained in the Joint Proxy Statement - Offering Memorandum that
was recently mailed to all Norwich and People's shareholders of record as of
the respective record dates for the Norwich and People's special meetings.
This letter and the Letter of Transmittal are not intended to provide any
additional information about the special meeting or the Merger, and are not
intended to influence or play any role with respect to the vote to be taken at
the meeting.
This letter is for instructional purposes only to help you complete your Letter
of Transmittal. The Letter of Transmittal is for use in connection with the
exchange of your certificate(s) for shares of Norwich Common Stock ("Norwich
Stock") for the consideration to be paid by People's upon consummation of the
Merger. THE MERGER HAS NOT YET BEEN APPROVED BY THE SHAREHOLDERS OF NORWICH OR
OF PEOPLE'S, NOR HAVE ALL REGULATORY APPROVALS YET BEEN OBTAINED. THE MERGER
CANNOT OCCUR UNLESS AND UNTIL ALL SUCH APPROVALS HAVE BEEN OBTAINED, AND THERE
CAN BE NO ASSURANCE THAT THE NECESSARY APPROVALS WILL BE OBTAINED. The
Agreement and Plan of Merger (the "Merger Agreement") requires that we send you
the enclosed Letter of Transmittal approximately 30 days prior to the
anticipated effective date of the Merger, even if it is not certain that the
Merger will be approved. If the Merger is approved by the shareholders of
Norwich and of People's at their respective special meetings on February 19 and
the last necessary regulatory approval is received thereafter, it is expected
that the Merger will be completed shortly after that date.
The Letter of Transmittal includes a section entitled "Election Privilege"
which you must use to indicate whether you would prefer to receive cash or
shares of People's Common Stock ("People's Stock") in exchange for your shares
of Norwich Stock if the Merger is approved and completed. You may also choose
to indicate no preference by checking the "No Election" box. In order for your
election to be valid, you may check only one box in this section, and a
properly completed, signed copy of the Transmittal Letter, accompanied by all
certificates representing shares of Norwich Stock owned by you (unless you
check the box indicating that your certificates have been lost and supply
appropriate assurances and indemnities), must be received by the Exchange Agent
named in the Letter of Transmittal ON OR BEFORE THE ELECTION DEADLINE OF 5:00
P.M. EASTERN TIME ON FEBRUARY 17, 1998. You may revoke or change your
election at any time prior to the Election Deadline by notifying the Exchange
Agent, in writing, of that fact, subject to the Exchange Agent's reasonable
discretion as to whether a revocation or change has been properly made. Please
refer to the instructions contained in the Letter of Transmittal for more
information.
If your Letter of Transmittal is received by the Exchange Agent after the
Election Deadline or is improperly completed, any election specified in that
Letter of Transmittal will be disregarded and all shares of Norwich Stock
represented by that Letter of Transmittal will be treated as "No Election"
shares. If you return a Letter of Transmittal but do not check any box in the
Election Privilege section, all shares of Norwich Stock represented by that
Letter of Transmittal will be treated as "No Election" shares. If you revoke a
previously made election and do not specify an alternative, or if you do not
complete and return a Letter of Transmittal, all shares of Norwich Stock owned
by you will also be treated as "No Election" shares.
Please note that the number of shares of People's Stock to be issued and the
amount of cash to be paid by People's will be determined as of the Valuation
Date as defined in the Merger Agreement. The number of shares and amount of
cash available will be fixed independently of shareholder elections to receive
stock or cash. Therefore, even if you properly submit a Letter of Transmittal
in a timely fashion indicating your preference for cash or shares of People's
Stock, it may not be possible to honor your expressed preference in full.
Your indication of a preferred form of consideration in a properly submitted
Letter of Transmittal, or the failure to submit a Letter of Transmittal, does
not constitute a vote for or against the Merger, an abstention from voting, or
a notice of intent to exercise dissenters' appraisal rights. The number of
Norwich shareholders indicating a preference for cash or for shares of People's
Stock, or expressing no preference in their Letters of Transmittal, will not be
considered in determining the results of the shareholder vote to be taken at
the special meeting. THE LETTER OF TRANSMITTAL IS NOT A PROXY, AND NEITHER
THIS LETTER NOR THE LETTER OF TRANSMITTAL IS INTENDED TO SOLICIT A PROXY FROM
YOU.
Regardless of whether you plan to vote for or against the Merger or to abstain
from voting, and even if you do not wish to indicate a preference for cash or
for People's Stock, you are urged to complete the Letter of Transmittal and to
send it, along with all certificates representing your shares of Norwich Stock,
to the Exchange Agent so that it will be received before the Election Deadline.
This will help speed the process of distributing cash and shares of People's
Stock to all Norwich shareholders if the Merger occurs. IF THE MERGER DOES NOT
OCCUR FOR ANY REASON, YOUR NORWICH STOCK CERTIFICATES WILL BE RETURNED TO YOU.
Please contact the Exchange Agent at 1-800-777-3674 if you have any questions
relating to the Letter of Transmittal and the procedures to be followed. Thank
you.
Sincerely,
Daniel R. Dennis, Jr.
Chairman, President and Chief
Executive Officer
LETTER OF TRANSMITTAL
(TO ACCOMPANY CERTIFICATES OF COMMON STOCK OF NORWICH FINANCIAL CORP.)
<TABLE>
<CAPTION>
NAME AND ADDRESS OF REGISTERED HOLDERS CERTIFICATES SURRENDERED
CERTIFICATE NUMBER NUMBER OF SHARES
<S> <C> <C>
TOTAL SHARES
If additional space is required for Certificate information,
please attach a separate sheet.
</TABLE>
SEND THIS LETTER OF TRANSMITTAL AND ALL NORWICH CERTIFICATES LISTED ABOVE TO
CHASEMELLON SHAREHOLDER SERVICES, L.L.C. (THE "EXCHANGE AGENT"), AT ONE OF THE
ADDRESSES INDICATED BELOW:
FOR ASSISTANCE, CALL THE EXCHANGE AGENT AT 1-800-777-3674
<TABLE>
<CAPTION>
<S> <C> <C>
By Hand: BY MAIL: OVERNIGHT DELIVERY
120 Broadway P. O. Box 3301 85 Challenger Road Mail Drop-Reorg
13th Floor South Hackensack, NJ 07606 Ridgefield Park, NJ 07660
New York, NY 10271 ATTN: REORGANIZATION DEPT.
ATTN: REORGANIZATION DEPT.
</TABLE>
GENTLEMEN:
The undersigned, as the registered owner(s) of shares of norwich financial
Corp. ("norwich") common stock, hereby surrenders the above-described
Certificate(s) of norwich ("norwich certificates") in exchange for the
Consideration, in the form of cash or shares of people's bank ("people's)
Common stock, into which said shares of norwich will be automatically converted
Pursuant to the agreement and plan of merger among norwich, the norwich
Savings society, and people's (the "agreement"). All norwich certificates
Will be returned to you if the merger does not occur for any reason.
The undersigned represents that he has full power and authority to exchange the
Shares evidenced by the certificate(s) described above, and that he has good
And unencumbered title thereto and acknowledges that the exchange agent and
People's are relying upon this representation in acting pursuant hereto. The
Undersigned, for himself and his successors, assigns and legal representatives,
Hereby irrevocably appoints the exchange agent, as agent of the undersigned, to
Effect the exchange contemplated by this letter. The undersigned shall upon
Request execute any additional documents, necessary or desirable to properly
Complete the exchange. Subject to the terms of the agreement and this letter,
The exchange agent shall have reasonable discretion to determine whether any
Election, revocation or change has been properly or timely made and to
Disregard immaterial defects in this letter, and any good faith decision of the
Exchange agent regarding such matters shall be binding and conclusive. Neither
The exchange agent nor people's has any duty to notify the undersigned as to
Any defect in this letter or the election made herein.
ELECTION PRIVILEGE: This Election Privilege will be effective only if this
Letter is received by the Exchange Agent by 5:00 PM, Eastern time, on February
17, 1998 (the "Election Deadline"). If this Letter is received after the
Election Deadline, you will be treated as having made No Election before the
Election Deadline. Notwithstanding an effective election hereunder,
shareholders will be entitled to receive only cash or People's Common Stock, or
a combination of cash and People's Common Stock, depending upon the results of
the accepted elections and the allocation process established in the Agreement.
(CHECK ONE BOX ONLY. IF YOU CHECK MORE THAN ONE BOX, OR DO NOT CHECK ANY BOX,
YOU WILL BE DEEMED TO HAVE MADE AN INVALID ELECTION, AND WILL BE TREATED THE
SAME AS THOSE SHAREHOLDERS WHO MAKE NO ELECTION BEFORE THE ELECTION DEADLINE.)
1. STOCK CONSIDERATION: I elect to receive People's Common Stock for
ALL of the shares of Norwich represented by this Letter, at a rate equal to
the Per Share Stock Consideration (Exchange Ratio) determined pursuant to
the Agreement.
2. CASH CONSIDERATION. I elect to receive cash for ALL of the shares
of Norwich represented by this Letter, at a rate equal to the Per Share Cash
Consideration as determined pursuant to the Agreement.
3. NO ELECTION. I do not wish to make an election, and I understand
that I WILL BE TREATED THE SAME AS THOSE SHAREHOLDERS WHO MAKE NO ELECTION
BEFORE THE ELECTION DEADLINE.
I (We) understand that any cash to be paid and/or certificates for shares of
People's Common Stock to be issued in exchange for the undersigned's shares of
Norwich Common Stock will be sent to the registered owner(s) of such shares at
the address for such owner as shown on the stock records of Norwich, unless the
alternative instructions below are completed.
<TABLE>
<CAPTION>
<S> <C> <C>
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
to be completed ONLY if the certificate and/or check is To be completed ONLY if the certificate and/or check
to be issued and mailed to other than the Registered is to be mailed to other than the Registered Holder(s)
Holder(s) as described above. See instructions on as described above.
reverse side regarding signature guarantees.
Mail the certificate and/or check to:
Issue and mail the certificate and/or check to:
Name: Name:
Address: Address:
(Social Security or Tax Identification Number)
</TABLE>
I HAVE LOST MY NORWICH CERTIFICATE(S) FOR shares and require
assistance with respect to obtaining a replacement certificate. I understand
that an indemnity and surety bond will be required.
Very truly yours,
(X) Dated:
(X) Phone:
(Signature of registered holder(s))
PLEASE SIGN AND DATE ABOVE
Must be signed by registered holder(s) exactly as name(s) appears on the
Norwich Certificate(s), or the authorized representative of such registered
holder(s), or by person(s) to whom payment is to be made or in whose name the
new certificate(s) is to be issued.
PLEASE REFER TO INSTRUCTIONS ON REVERSE SIDE
<PAGE>
INSTRUCTIONS
LETTER OF TRANSMITTAL: This Letter must be signed, dated and completed in its
entirety including the certificate number(s) and number of shares of NORWICH
FINANCIAL CORP. (" NORWICH"), and must be accompanied by all Norwich
Certificates so listed.
SIGNATURE: This Letter must be signed by or on behalf of the registered
owner(s) of the surrendered Norwich Certificate(s). In the case of joint
tenants, both must sign. When signing as agent, attorney, administrator,
executor, guardian, trustee or in any other fiduciary or other capacity or as
an officer of a corporation on behalf of the corporation, please give full
title as such and evidence of authority.
ENDORSEMENT OF CERTIFICATES; TRANSFER TAXES: Do not endorse the Norwich
Certificates if the cash payment is to be made, or the People's Bank
("People's") Common Stock certificate is to be issued in the name of the
registered holder(s). If payment is to be made to, or the People's Common
Stock certificate is to be issued in the name of, someone other than the
registered holder(s), the registered holder(s) must duly endorse the Norwich
Certificate(s) to the person(s) to whom payment is to be made or in whose name
the issuance is to be made. If the Norwich Certificate(s) are not so endorsed,
they must be accompanied by an appropriately completed and signed stock power.
The signature(s) of the registered holder(s) endorsing the Norwich
Certificate(s) or signing the stock power must be guaranteed by a Member of an
Approved Signature Guarantee Medallion Program. If said endorsement or stock
power is executed by an attorney, administrator, executor, trustee or guardian
or anyone acting in a fiduciary capacity, or by an officer of a corporation,
the person executing such endorsement must give his full title in such
capacity, and evidence of authority satisfactory to the Exchange Agent must be
forwarded with the Norwich Certificate(s). In addition, any requisite stock
transfer tax stamps must be affixed to the Norwich Certificate(s) being
submitted, or funds must be provided for their purchase. If any transfer or
other taxes become payable by reason of the payment of cash or issuance of
shares of People's Common Stock in any name other than that of the record
holder(s), no cash will be paid or People's Common Stock certificates issued
unless the amount of any stock transfer taxes (whether imposed on the
registered holder(s) or such transferee) shall have been delivered to the
Exchange Agent or satisfactory evidence of payment of such taxes or exemption
therefrom shall have been supplied.
REVOCATION OR CHANGE OF ELECTION: You may change or revoke the choice made by
you in the Election Privilege section of this Letter by notifying the Exchange
Agent, in writing, of such change or revocation at any time prior to the
Election Deadline. Any change or revocation must be made with respect to all
Norwich Certificates represented by the Letter in which the initial election
was made, or it will be disregarded. If you properly revoke a previously made
election and if you so request in writing, the Exchange Agent will return to
you all Norwich Certificates representing shares of Norwich Common Stock that
are affected by such revocation.
DELIVERY OF CERTIFICATES:
SEND THIS LETTER OF TRANSMITTAL AND ALL NORWICH CERTIFICATES LISTED ABOVE
TO CHASEMELLON SHAREHOLDER SERVICES, L.L.C., AT ONE OF THE ADDRESSES INDICATED
BELOW:
<TABLE>
<CAPTION>
<S> <C> <C>
BY HAND: BY MAIL: OVERNIGHT DELIVERY
120 Broadway P. O. Box 3301 85 Challenger Road Mail Drop-Reorg
13th Floor South Hackensack, NJ 07606 Ridgefield Park, NJ 07660
New York, NY 10271 ATTN: REORGANIZATION DEPT.
</TABLE>
The method of delivery of the Norwich Certificates is at the option
and the risk of the holder. CERTIFIED OR REGISTERED MAIL, PROPERLY INSURED, IS
SUGGESTED. Delivery shall be effected, and risk of loss and title to the
Norwich Certificates shall pass, only upon proper delivery of the Norwich
Certificates to the Exchange Agent.
IMPORTANT TAX INFORMATION
Under federal income tax law, a stockholder whose Norwich Common Stock is
exchanged is required by law to provide the Exchange Agent with his correct
taxpayer identification number on Substitute Form W-9 below. If such
stockholder is an individual, the taxpayer identification number is his social
security number. If the Exchange Agent is not provided with the correct
taxpayer identification number, the stockholder may be subject to a $50 penalty
imposed by the Internal Revenue Service. In addition, payments that are made
to such stockholder with respect to People's Common Stock may be subject to
backup withholding.
Exempt stockholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. (In order to satisfy the Exchange Agent that a foreign
individual qualifies as an exempt recipient, that stockholder must submit a
statement, signed under penalties of perjury, attesting to that individual's
exempt status. Such statements can be obtained from the Exchange Agent.)
If backup withholding applies, the Exchange Agent is required to withhold
31% of any such payments made to the stockholder. Backup withholding is not an
additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT: The stockholder is required to
supply the Social Security number or taxpayer identification number of persons
to whom checks are issued or in whose name(s) new certificates will be issued.
<TABLE>
<CAPTION>
<S> <C> <C>
PAYERS NAME CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
SUBSTITUTE FORM W-9 DEPARTMENT OF THE TREASURY, INTERNAL REVENUE SERVICE PAYER'S REQUEST FOR TAXPAYER IDENTIFICATION
NUMBER (TIN).
PART 1. PLEASE PROVIDE YOUR TIN IN THE Enter your Social Security or Employer ID number here:
BOX AT RIGHT AND CERTIFY BY SIGNING
AND DATING BELOW.
Part 2: Check this box if you are NOT subject to backup withholding under the provisions of section
3406(a)(1)(C) of the Internal Revenue Code because (1) you have not been notified that you are subject to
backup withholding as a result of failure to report all interest or dividends or (2) the Internal Revenue
Service has notified you that you are no longer subject to backup withholding.
Part 3: Check here, if awaiting TIN.
CERTIFICATION - UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT THE INFORMATION PROVIDED ON THIS FORM IS TRUE, CORRECT AND
COMPLETE.
SIGNATURE DATE
</TABLE>
January 23, 1998
To Beneficial Owners of Norwich Common Stock:
Enclosed with this letter is an Election Form which relates to the
proposed merger (the "Merger") of Norwich Financial Corp. ("Norwich") and
its subsidiary, The Norwich Savings Society, into People's Bank
("People's"). The Merger will be the subject of a special meeting of
Norwich shareholders to be held on February 19. Detailed information
about the Merger and the special meeting is contained in the Joint Proxy
Statement - Offering Memorandum that was recently mailed to all Norwich
and People's shareholders of record as of the respective record dates for
the Norwich and People's special meetings. This letter and the Election
Form are not intended to provide any additional information about the
special meeting or the Merger, and are not intended to influence or play
any role with respect to the vote to be taken at the meeting.
This letter is for instructional purposes only to help you complete your
Election Form. The Election Form is for use in connection with the
exchange of shares of Norwich Common Stock ("Norwich Stock") beneficially
owned by you for the consideration to be paid by People's upon
consummation of the Merger. THE MERGER HAS NOT YET BEEN APPROVED BY THE
SHAREHOLDERS OF NORWICH OR OF PEOPLE'S, NOR HAVE ALL REGULATORY APPROVALS
YET BEEN OBTAINED. THE MERGER CANNOT OCCUR UNLESS AND UNTIL ALL SUCH
APPROVALS HAVE BEEN OBTAINED, AND THERE CAN BE NO ASSURANCE THAT THE
NECESSARY APPROVALS WILL BE OBTAINED. The Agreement and Plan of Merger
(the "Merger Agreement") requires that materials allowing Norwich
shareholders to elect to receive cash or stock as a result of the Merger
be sent approximately 30 days prior to the anticipated effective date of
the Merger, even if it is not certain that the Merger will be approved.
If the Merger is approved by the shareholders of Norwich and of People's
at their respective special meetings on February 19 and the last
necessary regulatory approval is received thereafter, it is expected that
the Merger will be completed shortly after that date.
You must use the Election Form to indicate whether you would prefer to
receive cash or shares of People's Common Stock ("People's Stock") in
exchange for your shares of Norwich Stock if the Merger is approved and
completed. You may also choose to indicate no preference by checking the
"No Election" box. In order for your election to be valid, you may check
only one box in this section, and a properly completed, signed copy of
theElection Form must be received by the broker, agent, trustee or other
holder of record of Norwich Stock for your account (your "Agent") in time
for the Agent to notify the Exchange Agent of your election ON OR BEFORE
THE ELECTION DEADLINE OF 5:00 P.M. EASTERN TIME ON FEBRUARY 17, 1998.
You may revoke or change your election at any time prior to the Election
Deadline by notifying your Agent, in writing, of that fact, in time for
your Agent to notify the Exchange Agent of such revocation or change prior
to the Election Deadline, subject to the Exchange Agent's reasonable
discretion as to whether a revocation or change has been properly made.
Please refer to the instructions contained in the Election Form for more
information.
If your Election Form is not received by your Agent in a timely fashion or is
improperly completed, any election you may specify will be disregarded and all
shares of Norwich Stock owned of record by the Agent for your account will be
treated as "No Election" shares. If you return an Election Form but do not
check any box, all shares of Norwich Stock owned of record by the Agent for
your account will be treated as "No Election" shares. If you revoke a
previously made election and do not specify an alternative, or if you do not
complete and return an Election Form, all shares of Norwich Stock owned of
record by the Agent for your account will also be treated as "No Election"
shares.
Please note that the number of shares of People's Stock to be issued and the
amount of cash to be paid by People's will be determined as of the Valuation
Date as defined in the Merger Agreement. The number of shares and amount of
cash available will be fixed independently of shareholder elections to receive
stock or cash. Therefore, even if you properly submit an Election Form in a
timely fashion indicating your preference for cash or shares of People's Stock,
it may not be possible to honor your expressed preference in full.
Your indication of a preferred form of consideration in a properly submitted
Election Form, or the failure to submit an Election Form, does not constitute a
vote for or against the Merger, an abstention from voting, or a notice of
intent to exercise dissenters' appraisal rights. The number of Norwich
shareholders indicating a preference for cash or for shares of People's Stock,
or expressing no preference, will not be considered in determining the results
of the shareholder vote to be taken at the special meeting. THE ELECTION FORM
IS NOT A PROXY, AND NEITHER THIS LETTER NOR THE ELECTION FORM IS INTENDED TO
SOLICIT A PROXY FROM YOU.
Regardless of whether you plan to direct your Agent to vote for or against the
Merger or to abstain from voting, and even if you do not wish to indicate a
preference for cash or for People's Stock, you are urged to complete the
Election Form and to send it to your Agent so that it will be received by the
Exchange Agent before the Election Deadline. This will help speed the process
of distributing cash and shares of People's Stock to all Norwich shareholders
if the Merger occurs
Please contact your Agent directly if you have any questions relating to the
Election Form and the procedures to be followed. Thank you.
Sincerely,
Daniel R. Dennis, Jr.
Chairman, President and Chief
Executive Officer
[/TABLE]
ELECTION FORM FOR BENEFICIAL OWNER
(WITH RESPECT TO SHARES OF COMMON STOCK OF NORWICH FINANCIAL CORP.)
SEND THIS ELECTION FORM TO THE BROKER, AGENT, TRUSTEE OR OTHER RECORD OWNER
OF THE SHARES OF NORWICH FINANCIAL CORP. COMMON STOCK OWNED BENEFICIALLY BY THE
UNDERSIGNED
Gentlemen:
The undersigned, as the beneficial owner(s) of shares of Norwich Financial
Corp. ("Norwich") Common Stock ("Norwich Stock") held of record by you (the
"Agent") for my account, hereby direct you to surrender to ChaseMellon
Shareholder Services, L.L.C. (the "Exchange Agent") all shares of Norwich Stock
held by you for my account in exchange for the consideration, in the form of
cash or shares of People's Bank ("People's) Common Stock, into which said
shares of Norwich Stock will be automatically converted pursuant to the
Agreement and Plan of Merger among Norwich, The Norwich Savings Society, and
People's (the "Agreement").
The undersigned represents that he has full power and authority to direct
you to effect the exchange contemplated hereby, and that he is the sole
beneficial owner of the shares of Norwich Stock to which this Election Form
relates, and acknowledges that you, the Exchange Agent and People's are relying
upon this representation in acting pursuant hereto. The undersigned shall upon
request execute any additional documents, necessary or desirable to enable you
to properly complete the exchange.
ELECTION PRIVILEGE: This Election Privilege will be effective only if this
Election Form is received by your Agent in time for your Agent to notify the
Exchange Agent of your election prior to 5:00 PM, Eastern time, on February 17,
1998 (the "Election Deadline"). If your Agent does not notify the Exchange
Agent of your election until after the Election Deadline, you will be treated
as having made No Election before the Election Deadline. Notwithstanding an
effective election hereunder, shareholders (including the Agent acting for your
account) will be entitled to receive only cash or People's Common Stock, or a
combination of cash and People's Common Stock, depending upon the results of
the accepted elections and the allocation process established in the Agreement.
(CHECK ONE BOX ONLY. IF YOU CHECK MORE THAN ONE BOX, OR DO NOT CHECK ANY BOX,
YOU WILL BE DEEMED TO HAVE MADE AN INVALID ELECTION, AND WILL BE TREATED THE
SAME AS THOSE SHAREHOLDERS WHO MAKE NO ELECTION BEFORE THE ELECTION DEADLINE.)
1. STOCK CONSIDERATION: I elect to receive People's Common Stock for
ALL of the shares of Norwich Stock represented by this Election Form, at a
rate equal to the Per Share Stock Consideration (Exchange Ratio) determined
pursuant to the Agreement.
2. CASH CONSIDERATION. I elect to receive cash for ALL of the shares
of Norwich Stock represented by this Election Form, at a rate equal to the
Per Share Cash Consideration as determined pursuant to the Agreement.
3. NO ELECTION. I do not wish to make an election, and I understand
that I WILL BE TREATED THE SAME AS THOSE SHAREHOLDERS WHO MAKE NO ELECTION
BEFORE THE ELECTION DEADLINE.
Very truly yours,
(X) Dated:
(X) Phone: ( )
(Signature of beneficial owner(s))
PLEASE SIGN AND DATE ABOVE
Must be signed by beneficial owner(s) exactly as name(s) appears on your
account, or the authorized representative of such beneficial owner(s).
PLEASE REFER TO INSTRUCTIONS ON REVERSE SIDE
<PAGE>
INSTRUCTIONS
ELECTION FORM: This Election Form must be signed, dated and completed in its
entirety.
SIGNATURE: This Election Form must be signed by or on behalf of the account
holder(s). In the case of joint tenants, both must sign. When signing as
agent, attorney, administrator, executor, guardian, trustee or in any other
fiduciary or other capacity or as an officer of a corporation on behalf of the
corporation, please give full title as such and evidence of authority.
REVOCATION OR CHANGE OF ELECTION: You may change or revoke the choice made by
you in the Election Form by notifying the Agent, in writing, of such change or
revocation in time for such Agent to so advise the Exchange Agent prior to the
Election Deadline. Any change or revocation must be made with respect to all
shares of Norwich Stock owned by the Agent on your behalf, or it will be
disregarded.
SEND THIS ELECTION FORM TO THE BROKER, AGENT, TRUSTEE OR OTHER RECORD OWNER OF
THE SHARES OF NORWICH FINANCIAL CORP. COMMON STOCK OWNED BENEFICIALLY BY YOU
