Exhibit 99.2
NEW ENGLAND COMMUNITY BANCORP, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of New England Community Bancorp, Inc.
hereby appoints David A. Lentini and Anson C. Hall, or either 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 10:00 a.m., local time, on Tuesday, November 9, 1999,
at The Hartford Golf Club, 134 Norwood Road, West Hartford, Connecticut,
06117-2238, and at any adjournments 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 JUNE 29, 1999, BETWEEN
WEBSTER FINANCIAL CORPORATION AND NEW ENGLAND COMMUNITY BANCORP, INC., PURSUANT
TO WHICH NECB WILL BE ACQUIRED BY WEBSTER, THE MERGER PROVIDED FOR THEREIN, AND
THE OTHER TRANSACTIONS CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER; AND (2)
ANY OTHER BUSINESS IN ACCORDANCE WITH THE DETERMINATION OF A MAJORITY OF THE
NECB BOARD OF DIRECTORS. The undersigned may revoke this proxy at any time
before it is voted by (i) delivering to Anson C. Hall, Vice President and
Treasurer of NECB a written notice of revocation before the special meeting,
(ii) delivering to NECB a duly executed proxy bearing a later date before the
special meeting, or (iii) by attending the special meeting and voting in person.
The undersigned shareholder hereby acknowledges receipt of a Notice of a Special
Meeting of NECB and the joint proxy statement/prospectus of Webster and NECB
dated ______, 1999.
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 June 29, 1999, between Webster Financial Corporation and
New England Community Bancorp, Inc., the merger of NECB into
Webster and the other transactions contemplated by the merger
agreement, as described in the joint proxy
statement/prospectus.
[__] FOR [___] AGAINST [___] ABSTAIN
PROPOSAL 2:
The proxies are authorized to vote upon such other business as
may properly come before the special meeting, or any
adjournments or postponements of the meeting, including,
without limitation, a motion to adjourn the special meeting to
another time and/or place for the purpose of soliciting
additional proxies in order to approve the merger agreement
and the merger or otherwise.
(CONTINUED AND TO BE DATED AND SIGNED ON THE REVERSE SIDE)
Date:
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Signature(s) of Shareholder(s) or
Authorized Representative(s)
Please date and sign exactly as your
name appears on this proxy card. 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 persons should sign.