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 October 31, 1995
at the Waterbury Club, 30 Holmes Avenue, Waterbury, Connecticut 06710, 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
Please 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 persons, all should sign.