REVOCABLE PROXY Exhibit 99.2
DS BANCOR, INC.
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned shareholder of DS Bancor, Inc. ("DS Bancor")
hereby appoints ________________________, 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 "DS
Bancor Meeting") to be held at ________ a.m. on ___________ ___, 1997 at
_________________________________, Connecticut, and at any adjournments or
postponements 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 AS OF OCTOBER 7,
1996, AMONG WEBSTER FINANCIAL CORPORATION ("WEBSTER"), WEBSTER ACQUISITION CORP.
AND DS BANCOR, AND THE MERGER PROVIDED FOR THEREIN, PURSUANT TO WHICH DS BANCOR
WILL BE ACQUIRED BY WEBSTER, AND (2) OTHERWISE IN ACCORDANCE WITH THE
DETERMINATION OF A MAJORITY OF THE BOARD OF DIRECTORS OF DS BANCOR. The
undersigned shareholder may revoke this proxy at any time before it is voted by
(i) delivering to the Secretary of DS Bancor a written notice of revocation
prior to the DS Bancor Meeting, (ii) delivering to DS Bancor prior to the DS
Bancor Meeting a duly executed proxy bearing a later date, or (iii) attending
the DS Bancor Meeting and voting in person. The undersigned shareholder hereby
acknowledges receipt of DS Bancor'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)
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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 Agretment and Plan of Merger, dated as
of October 7, 1996, among Webster, Webster Acquisition Corp.
and DS Bancor, and the merger provided for therein, pursuant to
which DS Bancor will be acquired by Webster.
FOR AGAINST ABSTAIN
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Other Matters: The proxies are authorized to vote upon such other business as
may properly come before the DS Bancor Meeting, or any
adjournments or postponements thereof, including, without
limitation, a motion to adjourn the DS Bancor Meeting to
another time and/or place for the purpose of soliciting
additional proxies in order to approve the Merger Agreement and
the Merger provided for therein or otherwise, in accordance
with the determination of a majority of DS Bancor's Board of
Directors.
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.
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