EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
10.00% ORIGINAL CAPITAL SECURITIES
(LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY)
OF
WEBSTER CAPITAL TRUST II
UNCONDITIONALLY GUARANTEED BY
WEBSTER FINANCIAL CORPORATION
This Notice of Guaranteed Delivery, or one substantially equivalent to
this form, must be used to accept the Exchange Offer (as defined below) if (i)
certificates for the Trust's (as defined below) 10.00% Original Capital
Securities (the "Original Capital Securities") are not immediately available,
(ii) Original Capital Securities, the Letter of Transmittal and all other
required documents cannot be delivered to Bankers Trust Company (the "Exchange
Agent") on or prior to the Expiration Date (as defined in the Prospectus
referred to below) or (iii) the procedures for delivery by book-entry transfer
cannot be completed on a timely basis. This Notice of Guaranteed Delivery may be
delivered by hand, overnight courier or mail, or transmitted by facsimile
transmission, to the Exchange Agent. See "The Exchange Offer--Procedures for
Tendering Original Capital Securities" in the Prospectus. In addition, in order
to utilize the guaranteed delivery procedure to tender Original Capital
Securities pursuant to the Exchange Offer, a completed, signed and dated Letter
of Transmittal relating to the Original Capital Securities (or facsimile
thereof) must also be received by the Exchange Agent on or prior to the
Expiration Date. Capitalized terms not defined herein have the meanings assigned
to them in the Prospectus.
The Exchange Agent For The Exchange Offer Is:
Wilmington Trust Company
By Mail: By Hand: By Overnight Mail:
Wilmington Trust Company Wilmington Trust Company Wilmington Trust Company
Corporate Trust Operations c/o Harris Trust Co. of New York, Corporate Trust Operations
Rodney Square North as Agent Rodney Square North
1100 North Market Street 88 Pine Street, 19th Floor 1100 North Market Street
Wilmington, DE 19890-0001 Wall Street Plaza Wilmington, DE 19890-0001
Attention: Kristin Long New York, New York 10005 Attention: Kristin Long
Attention: CTO
For Information Call:
Confirm: (302) 651-1562
Facsimile: (302) 651-1079
Delivery of this Notice of Guaranteed Delivery to an address other
than as set forth above or transmission of this Notice of Guaranteed Delivery
via facsimile to a number other than as set forth above will not constitute a
valid delivery.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE
SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE
GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH
SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE
SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
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Ladies and Gentlemen:
The undersigned hereby tenders to Webster Capital Trust II, a Delaware
business trust (the "Trust") and to Webster Financial Corporation, a Delaware
Corporation (the "Corporation"), upon the terms and subject to the conditions
set forth in the Prospectus dated _________, 1998 (as the same may be amended or
supplemented from time to time, the "Prospectus"), and the related Letter of
Transmittal (which together constitute the "Exchange Offer"), receipt of which
is hereby acknowledged, the aggregate principal amount of Original Capital
Securities set forth below pursuant to the guaranteed delivery procedures set
forth in the Prospectus under the caption "The Exchange Offer--Procedures for
Tendering Original Capital Securities."
Aggregate Liquidation Amount:
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Name(s) of Registered Holder(s):
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Amount Tendered: $ *
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Certificate No(s)
(if available):
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Total Liquidation Amount Represented by Original
Capital Securities Certificate(s): $
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If Original Capital Securities will be tendered by book-entry transfer, provide
the following information:
DTC Account Number:
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Date:
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* Must be in denominations of a Liquidation Amount of $1,000 and any integral
multiple thereof, and not less than $100,000 aggregate Liquidation Amount.
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All authority herein conferred or agreed to be conferred shall survive the death
or incapacity of the undersigned and every obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned.
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PLEASE SIGN HERE:
X
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X
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Signature(s) of Owner(s) Date
or Authorized Signatory
Area Code and Telephone Number:
This Notice of Guaranteed Delivery must be signed by the holder(s) of
the Original Capital Securities as their name(s) appear(s) on certificates for
Original Capital Securities or on a security position listing, or by person(s)
authorized to become registered holder(s) by endorsement and documents
transmitted with this Notice of Guaranteed Delivery. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer or other
person acting in a fiduciary or representative capacity, such person must set
forth his or her full title below.
Please print name(s) and address(es):
Name(s):
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Capacity:
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Address(es):
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm or other entity identified in Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended, as an "eligible guarantor
institution," including (as such terms are defined therein): (i) a bank; (ii) a
broker, dealer, municipal securities broker, municipal securities dealer,
government securities broker or government securities dealer; (iii) a credit
union; (iv) a national securities exchange, registered securities association or
clearing agency; or (v) a savings association that is a participant in a
Securities Transfer Association recognized program (each of the foregoing being
referred to as an "Eligible Institution"), hereby guarantees to deliver to the
Exchange Agent, at one of its addresses set forth above, either the Original
Capital Securities tendered hereby in proper form for transfer, or confirmation
of the book-entry transfer of such Original Capital Securities to the Exchange
Agent's account at The Depository Trust Company, pursuant to the procedures for
book-entry transfer set forth in the Prospectus, in either case together with
one or more properly completed and duly executed Letter(s) of Transmittal (or
facsimile thereof) and any other required documents within three business days
after the date of execution of this Notice of Guaranteed Delivery.
The undersigned acknowledges that it must deliver the Letter(s) of
Transmittal and the Original Capital Securities tendered hereby to the Exchange
Agent within the time period set forth above and that failure to do so could
result in a financial loss to the undersigned.
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Name of Firm Authorized Signature
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Address Please Type or Print Name
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Zip Code Title
Area Code and Telephone No. Dated:
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NOTE: DO NOT SEND CERTIFICATES FOR ORIGINAL CAPITAL SECURITIES WITH THIS FORM.
CERTIFICATES FOR ORIGINAL CAPITAL SECURITIES SHOULD ONLY BE SENT WITH YOUR
LETTER OF TRANSMITTAL.
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