EXHIBIT 99.3

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REVOCABLE PROXY

                              EAGLE FINANCIAL CORP.
           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

         The undersigned  stockholder of Eagle Financial Corp.  ("Eagle") hereby
appoints Robert J. Britton and George T. Carpenter, 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
"Eagle Special Meeting") to be held at 10:00 a.m., local time, on April 2, 1998,
at Cornucopia Banquet Hall, 371 Pinewoods Road,  Torrington,  Connecticut 06790,
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 FINANCIAL  CORPORATION AND  EAGLE (THE "MERGER AGREEMENT"),  AND
THE MERGER PROVIDED FOR THEREIN, AND (2) IN ACCORDANCE WITH THE DETERMINATION OF
A  MAJORITY  OF THE BOARD OF  DIRECTORS  OF EAGLE 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 Eagle either a written  notice of revocation of
the proxy or a duly  executed  proxy  bearing a later date,  or by attending the
Eagle Special Meeting and voting in person.  The undersigned  stockholder hereby
acknowledges  receipt of Eagle's  Notice of Special  Meeting and the Joint Proxy
Statement/Prospectus.

             (continued and to be signed and dated on reverse side)

                                                                SEE REVERSE SIDE
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[x] Please mark your vote as in this example.

     IF YOU RECEIVE  MORE THAN ONE PROXY CARD,  PLEASE SIGN AND RETURN ALL CARDS
IN THE ACCOMPANYING ENVELOPE.

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.,  and the merger provided
                for therein.

                     [ ] FOR        [ ] AGAINST       [ ] ABSTAIN

Other Matters:  The proxies are  authorized to vote upon such other  business as
                may  properly  come  before the Eagle  Special  Meeting,  or any
                adjournment  or  postponement   thereof,  in accordance with the
                determination of a majority of Eagle's Board of Directors.


[ ] MARK HERE FOR ADDRESS CHANGE AND NOTE AT RIGHT



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.


                     Signature:                             Date:
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                     Signature:                             Date:
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