EXHIBIT 99.2
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REVOCABLE PROXY
WEBSTER FINANCIAL CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of Webster Financial Corporation
("Webster") hereby appoints Walter Griffin and J. Gregory Hickey, or either of
them, with full power of substitution in each, as proxies to cast all votes that
the undersigned stockholder is entitled to cast at the special meeting of
stockholders (the "Webster Special Meeting") to be held at 2:00 p.m., local
time, on April 2, 1998, at the Sheraton Four Points Hotel, 3580 East Main
Street, Waterbury, Connecticut 06705, and at any adjournments or postponements
thereof, upon the following matters. The undersigned stockholder hereby revokes
any proxy or proxies heretofore given.
This proxy will be voted as directed by the undersigned stockholder.
UNLESS CONTRARY DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED: (1) TO APPROVE AND
ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF OCTOBER 26, 1997, BY AND
BETWEEN WEBSTER AND EAGLE FINANCIAL CORP. (THE "MERGER AGREEMENT"), AND THE
MERGER PROVIDED FOR THEREIN, (2) TO APPROVE AND ADOPT THE AMENDMENT TO THE
RESTATED CERTIFICATE OF INCORPORATION OF WEBSTER TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF WEBSTER COMMON STOCK FROM 30 MILLION TO 50 MILLION AND (3)
IN ACCORDANCE WITH THE DETERMINATION OF A MAJORITY OF THE BOARD OF DIRECTORS OF
WEBSTER AS TO ANY OTHER MATTERS. The undersigned stockholder may revoke this
proxy at any time before it is voted by delivering to the Secretary of Webster
either a written notice of revocation of the proxy or a duly executed proxy
bearing a later date, or by attending the Webster Special Meeting and voting in
person. The undersigned stockholder hereby acknowledges receipt of Webster's
Notice of Special Meeting and the 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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(CONTINUED FROM OTHER SIDE)
[x] Please mark your vote as in this example.
Proposal 1: To approve and adopt the Agreement and Plan of Merger, dated as
of October 26, 1997, by and between Webster Financial
Corporation and Eagle Financial Corp. (the "Merger Agreement"),
and the merger provided for therein.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Proposal 2: To approve and adopt the amendment to the Restated Certificate
of Incorporation of Webster Financial Corporation to increase
the number of authorized shares of Webster Financial Corporation
common stock from 30 million to 50 million. Approval of such
amendment is not a condition to the obligation of Webster
Financial Corporation or of Eagle Financial Corp to consummate
the transactions contemplated by the Merger Agreement.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Other Matters: The proxies are authorized to vote upon such other business as
may properly come before the Webster Special Meeting, or any
adjournments or postponements thereof, in accordance with the
determination of a majority of Webster's Board of Directors.
Date:
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Signature(s) of Stockholder 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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