PEOPLE'S SAVINGS FINANCIAL CORP.
STOCKHOLDER AGREEMENT
This amended and restated STOCKHOLDER AGREEMENT, dated as of
April 4, 1997, is entered into by and among Webster Financial Corporation, a
Delaware corporation ("Webster"), and the stockholders of People's Savings
Financial Corp., a Connecticut corporation ("People's"), named on Schedule I
hereto (collectively, the "Stockholders"), who are directors, executive officers
or other affiliates (for purposes of Rule 145 under the Securities Act of 1933,
as amended, and for purposes of qualifying the Merger for "pooling-of-interests"
accounting treatment) of People's.
WHEREAS, Webster, Webster Subsidiary Corporation, wholly-owned
subsidiary of Webster ("Merger Sub"), and People's have entered into an
Agreement and Plan of Merger, dated as of April 4, 1997 (the "Agreement"), which
is conditioned upon the execution of this Stockholder Agreement and which
provides for, among other things, the acquisition of People's by Webster, to be
effected by the merger of Merger Sub with and into People's, in a
stock-for-stock transaction (the "Merger"); and
WHEREAS, in order to induce Webster to enter into or proceed
with the Agreement, each of the Stockholders agrees to, among other things, vote
in favor of the Agreement, the Merger and the other transactions contemplated by
the Agreement in his/her capacity as a stockholder of People's;
NOW, THEREFORE in consideration of the premises, the mutual
covenants and agreements set forth herein and other good and valuable
consideration, the sufficiency of which is hereby acknowledged, the parties
hereto agree as follows:
1. OWNERSHIP OF PEOPLE'S COMMON STOCK. Each Stockholder represents and
warrants that the number of shares of People's common stock, par value $1.00 per
share ("People's Common Stock"), set forth opposite such Stockholder's name on
Schedule I hereto is the total number of shares of People's Common Stock over
which such person has "beneficial ownership" within the meaning of Rule 13d-3
under the Securities Exchange Act of 1934, as amended, except that the
provisions of Rule 13d-3(d)(1)(i) shall be considered without any limit as to
time.
2. AGREEMENTS OF THE STOCKHOLDERS. Each Stockholder covenants and
agrees that:
(a) Such Stockholder shall, at any meeting of the holders of
People's Common Stock called for the purpose, vote or cause to be voted all
shares of People's Common Stock in which such Stockholder has the right to vote
(whether owned as of the date hereof or hereafter acquired) in favor of the
Agreement, the Merger and the other transactions contemplated by the Agreement.
(b) Except as otherwise expressly permitted hereby, such
Stockholder shall not, during the risk sharing period as interpreted by the
Securities and Exchange Commission ("SEC"), sell, pledge, transfer or otherwise
dispose of his/her shares of People's Common Stock; provided, however, that this
Section 2(b) shall not apply to a pledge existing as of March 28, 1997.
(c) Such Stockholder shall not in his/her capacity as a
stockholder of People's directly or indirectly encourage or solicit or hold
discussions or negotiations with, or provide any information to, any person,
entity or group (other than Webster or an affiliate thereof) concerning any
merger, sale of all or substantially all of the assets or liabilities not in the
ordinary course of
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business, sale of shares of capital stock or similar transaction involving
People's. Nothing herein shall impair such Stockholder's fiduciary obligations
as a director of People's.
(d) Such Stockholder shall use his/her best efforts to take or
cause to be taken all action, and to do or cause to be done all things
necessary, proper or advisable under applicable laws and regulations to
consummate and make effective the Merger contemplated by this Stockholder
Agreement.
(e) Such Stockholder shall not, prior to the public release by
Webster of an earnings report to its stockholders covering at least one month of
operations after consummation of the Merger (the "Restricted Period"), sell,
pledge (other than the replacement of a pledge existing on March 28, 1997 of
People's Common Stock), transfer or otherwise dispose of the shares of Webster
common stock, par value $.01 per share (the "Webster Common Stock"), to be
received by him/her for his/her shares of People's Common Stock upon
consummation of the Merger, it being agreed that Webster shall use commercially
reasonable efforts to publish such earnings report within 45 days after the end
of the first month after the Merger becomes effective in which there are at
least 30 days of post-Merger combined operations.
(f) Such Stockholder shall comply with all applicable federal
and state securities laws in connection with any sale of Webster Common Stock
received in exchange for People's Common Stock in the Merger, including the
trading and volume limitations as to sales by affiliates contained in Rule 145
under the Securities Act of 1933, as amended.
(g) During the Restricted Period, such Stockholder shall not
sell or otherwise dispose of a number of shares of his/her People's Common
Stock, or shares of Webster Common Stock which are exchanged for said shares,
(i) which is greater than 10% of his/her total beneficial ownership of said
shares as of the date of the first such sale and (ii) which in the aggregate
with shares sold or otherwise disposed of by all other Stockholders will be
greater than 1% of the issued and outstanding shares of People's as of the date
of the first such sale. For purposes of this computation, outstanding stock
options that currently are exercisable would be considered as outstanding or
beneficially owned after such options are converted to common stock equivalents
using the treasury stock method in accordance with generally accepted accounting
principles.
(h) Except as set forth in the attached Schedule II, such
Stockholder has no present plan or intent, and as of the effective time of the
Merger, shall have no present plan or intent, to engage in a sale, exchange,
transfer (other than an intrafamily gift), distribution (including a
distribution by a corporation to its shareholders), redemption, or reduction in
any way of such Stockholder`s risk of ownership by short sale or otherwise, or
other disposition (not including a bona fide pledge), directly or indirectly
(collectively a "Sale"), with respect to any of the shares of Webster Common
Stock to be received by such Stockholder upon the Merger (except for cash
received for fractional shares). Such Stockholder is not aware of, or
participating in, any plan or intent on the part of People's stockholders (a
"Plan") to engage in sales of the Webster Common Stock to be issued in the
Merger such that the aggregate fair market value, as of the effective time of
the Merger, of the shares subject to such Sales would exceed 50% of the
aggregate fair market value of all outstanding People's Common Stock immediately
before the Merger (the "Outstanding People's Common Stock"). A sale of Webster
Common Stock shall be considered to have occurred pursuant to a Plan if, for
example, such Sale occurs in a transaction that is in contemplation of, or
related or pursuant to, the Merger (a "Related Transaction"). In addition,
shares of People's Common Stock (i) with respect to which dissenters' rights are
exercised, (ii) exchanged for cash in lieu of fractional shares of Webster
Common Stock, and (iii) with respect to which a Related Transaction occurs
before the Merger shall
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be considered to be shares of Outstanding People's Common Stock that are
exchanged for shares of Webster Common Stock that are disposed of pursuant to a
Plan.
3. SUCCESSORS AND ASSIGNS. A Stockholder may sell, pledge, transfer or
otherwise dispose of his/her shares of People's Common Stock, provided that such
Stockholder obtains the prior written consent of Webster and that any acquirer
of such People's Common Stock agrees in writing to be bound by this Stockholder
Agreement.
4. TERMINATION. The parties agree and intend that this Stockholder
Agreement be a valid and binding agreement enforceable against the parties
hereto and that damages and other remedies at law for the breach of this
Stockholder Agreement are inadequate. This Stockholder Agreement may be
terminated at any time prior to the consummation of the Merger by the mutual
written consent of the parties hereto and shall be automatically terminated in
the event that the Agreement is terminated in accordance with its terms;
provided, however, that if the holders of People's Common Stock fail to approve
the Agreement or People's fails to hold a stockholders' meeting to vote on the
Agreement, then (i) Section 2(a) clause (ii) hereof shall continue in effect as
to any plan or proposal received by People's from any person, entity or group
(other than Webster or any affiliate thereof) prior to the termination of the
Agreement or within 180 days after such termination and (ii) Section 2(b) hereof
shall continue in effect to preclude a sale other than pursuant to normal
brokers transactions on the Nasdaq Stock Market, pledge other than to a bona
fide financial institution or recognized securities dealer, transfer or other
disposition directly or indirectly to any such person, entity or group in
connection with any such plan or proposal, except upon consummation of such plan
or proposal.
5. NOTICES. Notices may be provided to Webster and the Stockholders in
the manner specified in the Agreement, with all notices to the Stockholders
being provided to them at the addresses set forth at Schedule I.
6. GOVERNING LAW. This Stockholder Agreement shall be governed by the
laws of the State of Delaware, without giving effect to the principles of
conflicts of laws thereof.
7. COUNTERPARTS. This Stockholder Agreement may be executed in one or
more counterparts, all of which shall be considered one and the same and each of
which shall be deemed an original.
8. HEADINGS. The Section headings contained herein are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Stockholder Agreement.
9. REGULATORY APPROVAL. If any provision of this Stockholder Agreement
requires the approval of any regulatory authority in order to be enforceable,
then such provision shall not be effective until such approval is obtained;
provided, however, that the foregoing shall not affect the enforceability of any
other provision of this Stockholder Agreement.
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IN WITNESS WHEREOF, Webster, by a duly authorized officer, and
each of the Stockholders have caused this Stockholder Agreement to be executed
and delivered as of the day and year first above written.
WEBSTER FINANCIAL CORPORATION
By:
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James C. Smith
Chairman and Chief Executive Officer
STOCKHOLDERS:
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SCHEDULE I
Number of Shares of People's Common
Name and Address of Stockholder Stock Beneficially Owned
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