Exhibit 99.2 Form of Webster Proxy Card





                         WEBSTER FINANCIAL CORPORATION


          This Proxy is Solicited on Behalf of The Board of Directors


         The   undersigned   shareholder   of  Webster   Financial   Corporation
("Webster")  hereby  appoints  Walter R. Griffin and Harold W. Smith,  or any 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  (the  "Webster  Meeting") to be held at 4:00 p.m. on September __,
1995 at the Elton Ballroom, 30 West Main Street,  Waterbury,  Connecticut 06702,
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 FOR APPROVAL OF THE
ISSUANCE  OF  ADDITIONAL  SHARES OF  WEBSTER  STOCK TO  SHAREHOLDERS  OF SHELTON
BANCORP, INC. AS PART OF THE MERGER, AND IN ACCORDANCE WITH THE DETERMINATION OF
A  MAJORITY  OF THE BOARD OF  DIRECTORS  OF  WEBSTER  AS TO OTHER  MATTERS.  The
undersigned  shareholder may revoke this proxy at any time before it is voted by
delivering to the Secretary of Webster either a written  revocation of the proxy
or a duly  executed  proxy  bearing a later date, or by appearing at the Webster
Meeting and voting in person. The undersigned  shareholder  hereby  acknowledges
receipt   of   Webster's   Notice   of   Special   Meeting   and   Joint   Proxy
Statement/Prospectus.

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

             (continued and to be signed and dated on reverse side)


                                                                See
                                                            Reverse Side




                                                                    [X]
                                                              Please mark your
                                                               votes as this.

                                  ------------
                                     COMMON




Proposal 1 : To approve the issuance  of  additional  shares of Webster Stock to
             shareholders of Shelton Bancorp, Inc. as part of the Merger.


                  FOR                   AGAINST                    ABSTAIN
                  [ ]                    [ ]                         [ ]


Other            Matters:  The  proxies are  authorized  to vote upon such other
                 business as may properly  come before the Webster  Meeting,  or
                 any adjournments  thereof, in accordance with the determination
                 of a majority of Webster's Board of Directors.




Date:             -------------------------------

                  -------------------------------

                  -------------------------------
                  Signature of Shareholder or
                  Authorized Representative





Pleas  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 been issued in the name
of two or more person, all should sign.