EXHIBIT 99.1
REVOCABLE PROXY
VILLAGE BANCORP, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of Village Bancorp, Inc. ("Village Bancorp")
hereby appoints Enrico J. Addessi and Joseph L. Knapp, 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 The Village Bank &
Trust Company, 25 Prospect Street, Ridgefield, Connecticut, 06877, 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 11, 1998, BETWEEN WEBSTER
FINANCIAL CORPORATION AND VILLAGE BANCORP, THE MERGER PROVIDED FOR THEREIN,
PURSUANT TO WHICH VILLAGE BANCORP 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 VILLAGE BANCORP'S BOARD OF DIRECTORS. The undersigned shareholder may revoke
this proxy at any time before it is voted by (i) delivering to the Secretary of
Village Bancorp's Board of Directors a written notice of revocation before the
shareholder meeting, (ii) delivering to Village Bancorp 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 Village Bancorp 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 11, 1998, between Webster Financial Corporation and
Village Bancorp, Inc., the merger provided for therein, pursuant
to which Village Bancorp, Inc. 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 Village
Bancorp, Inc. 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.