Exhibit 99.3 Form of Shelton Proxy Card



                             SHELTON BANCORP, INC.


          This Proxy is Solicited on Behalf of The Board of Directors


         The undersigned shareholder of Shelton Bancorp, Inc. ("Shelton") hereby
appoints  ________________________  and  _____________________,  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 "Shelton  Meeting") to be held at 10:00 a.m. on September __,
1995 at Rapp's  Paradise  Inn, 557  Wakelee,  Ansonia,  Connecticut,  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 TO APPROVE  AND
ADOPT AN AGREEMENT AND PLAN OF MERGER,  DATED JUNE 20, 1995,  AS AMENDED,  AMONG
WEBSTER  FINANCIAL  CORPORATION  ("WEBSTER"),   WEBSTER  ACQUISITION  CORP.  AND
SHELTON,  PURSUANT TO WHICH SHELTON AND SHELTON SAVINGS BANK WILL BE ACQUIRED BY
WEBSTER FINANCIAL  CORPORATION,  AND IN ACCORDANCE WITH THE DETERMINATION OF THE
PROXIES. The undersigned shareholder may revoke this proxy at any time before it
is voted by delivering to the Secretary of Shelton  either a written  revocation
of the proxy or a duly  executed  proxy bearing a later date, or by appearing at
the Shelton  Meeting and voting in person.  The undersigned  shareholder  hereby
acknowledges  receipt of  Shelton'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 and adopt  an  Agreement  and Plan of Merger, dated June
             20, 1995, as amended, among Webster,  Webster Acquisition Corp. and
             Shelton, pursuant to which Shelton and Shelton Savings Bank will be
             acquired by Webster.


                  FOR                   AGAINST                  ABSTAIN
                  [ ]                     [ ]                      [ ]



Other             Matters:  The proxies are  authorized  to vote upon such other
                  business  as may  properly  come  before the  meeting,  or any
                  adjournments  thereof, in accordance with the determination of
                  the proxies.




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.