REVOCABLE PROXY
PEOPLE'S SAVINGS FINANCIAL CORP.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of People's Savings Financial
Corp. ("People's Corp.") 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 "Special Meeting") to be held at ________ __.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 APRIL 4, 1997,
AMONG WEBSTER FINANCIAL CORPORATION ("WEBSTER"), WEBSTER SUBSIDIARY CORPORATION
("MERGER SUB") AND PEOPLE'S CORP. (THE "MERGER AGREEMENT"), AND THE MERGER
PROVIDED FOR THEREIN, PURSUANT TO WHICH PEOPLE'S CORP. WILL BE ACQUIRED BY
WEBSTER, AND (2) OTHERWISE IN ACCORDANCE WITH THE DETERMINATION OF A MAJORITY OF
THE BOARD OF DIRECTORS OF PEOPLE'S CORP. The undersigned shareholder may revoke
this proxy at any time before it is voted by (i) delivering to the Secretary of
People's Corp. a written notice of revocation prior to the Special Meeting, (ii)
delivering to People's Corp. prior to the Special Meeting a duly executed proxy
bearing a later date, or (iii) attending the Special Meeting and voting in
person. The undersigned shareholder hereby acknowledges receipt of the Notice of
Special Meeting of People's Corp. and the 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
as of April 4, 1997, among Webster, Merger Sub and People's
Corp., and the merger provided for therein, pursuant to which
People's Corp. 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 Special Meeting, or any
adjournments or postponements thereof, including, without
limitation, a motion to adjourn the Special 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 the People's Corp. 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.