Exhibit 99
REVOCABLE PROXY
MARITIME BANK & TRUST COMPANY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of Maritime Bank & Trust Company ("Maritime")
hereby appoints Diana Atwood-Johnson and H. Judson Carr, 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 to be held at ___ __.m. on ______ __, 1999 at Maritime's main
headquarters, 130 Westbrook Road, Essex, 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 NOVEMBER 3, 1998, AMONG WEBSTER
FINANCIAL CORPORATION, WEBSTER BANK AND MARITIME, THE MERGER PROVIDED FOR
THEREIN, PURSUANT TO WHICH MARITIME WILL BE ACQUIRED BY WEBSTER FINANCIAL
CORPORATION, AND THE OTHER TRANSACTIONS CONTEMPLATED BY THE AGREEMENT AND PLAN
OF MERGER AND (2) OTHERWISE IN ACCORDANCE WITH THE DETERMINATION OF A MAJORITY
OF THE MARITIME BOARD OF DIRECTORS. The undersigned shareholder may revoke this
proxy at any time before it is voted by (i) delivering to the Secretary of
Maritime a written notice of revocation before the shareholder meeting, (ii)
delivering to Maritime a duly executed proxy bearing a later date before the
shareholder meeting, or (iii) attending the shareholder meeting and voting in
person. The undersigned shareholder hereby acknowledges receipt of the Notice of
Special Meeting of Maritime 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
November 3, 1998, among Webster Financial Corporation, Webster
Bank and Maritime Bank & Trust Company, the merger provided for
therein, pursuant to which Maritime Bank & Trust Company will be
acquired by Webster Financial Corporation, and the other
transactions contemplated by the Agreement and Plan of Merger.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Other Matters: The proxies are authorized to vote upon such other business as
may properly come before the shareholder meeting, or any
adjournments or postponements of the meeting, including, without
limitation, a motion to adjourn the shareholder meeting to
another time and/or place for the purpose of soliciting
additional proxies in order to approve the Agreement and Plan of
Merger and the merger provided for therein or otherwise, in
accordance with the determination of a majority of the Maritime
Bank & Trust Company 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.