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 Donald W. Smith and Samuel Kreiger, 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 annual meeting of shareholders (the
"Shelton Meeting") to be held at 10:00 a.m. on October 31, 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: (1) 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, (2) FOR THE ELECTION OF THE NOMINEES AS
DIRECTORS, AND (3) OTHERWISE 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 Annual 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)
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See
Reverse Side
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X
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Please mark your
votes as this.
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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
[ ] [ ] [ ]
Proposal 2: To elect the following nominees as directors to serve a
three-year term and until the election and qualification of
their successors: LeRoy T. Glover, J. Allen Kosowsky and
Kenneth E. Schaible.
(INSTRUCTION: To withhold authority to vote for any individual,
write that nominee's name on the space provided below.)
FOR all nominees WITHHOLD AUTHORITY WITHHOLD AUTHORITY
listed above to vote for all nominees to vote for the
listed above following only:
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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:
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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.