FORM OF GUARANTEE AGREEMENT



 





EXHIBIT 4.10










CAPITAL SECURITIES GUARANTEE AGREEMENT




Webster Financial Corporation




Dated as of ______, 200__




____% Capital Securities










 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	ARTICLE I
	 	DEFINITIONS AND INTERPRETATION	 	 	1	 
	Section 1.1.
	 	Definitions and Interpretation	 	 	1	 
	ARTICLE II
	 	TRUST INDENTURE ACT	 	 	4	 
	Section 2.1.
	 	Trust Indenture Act; Application	 	 	4	 
	Section 2.2.
	 	Lists of Holders of Securities	 	 	5	 
	Section 2.3.
	 	Reports by the Guarantee Trustee	 	 	5	 
	Section 2.4.
	 	Periodic Reports to Guarantee Trustee	 	 	5	 
	Section 2.5.
	 	Evidence of Compliance with Conditions Precedent	 	 	5	 
	Section 2.6.
	 	Events of Default; Waiver	 	 	5	 
	Section 2.7.
	 	Event of Default; Notice	 	 	6	 
	Section 2.8.
	 	Conflicting Interests	 	 	6	 
	ARTICLE III
	 	POWERS, DUTIES AND RIGHTS OF GUARANTEE TRUSTEE	 	 	6	 
	Section 3.1.
	 	Powers and Duties of the Guarantee Trustee	 	 	6	 
	Section 3.2.
	 	Certain Rights of Guarantee Trustee	 	 	8	 
	Section 3.3.
	 	Not Responsible for Recitals or Issuance of Guarantee	 	 	9	 
	ARTICLE IV
	 	GUARANTEE TRUSTEE	 	 	9	 
	Section 4.1.
	 	Guarantee Trustee; Eligibility	 	 	9	 
	Section 4.2.
	 	Appointment, Removal and Resignation of Guarantee Trustees	 	 	10	 
	ARTICLE V
	 	GUARANTEE	 	 	11	 
	Section 5.1.
	 	Guarantee	 	 	11	 
	Section 5.2.
	 	Waiver of Notice and Demand	 	 	11	 
	Section 5.3.
	 	Obligations Not Affected	 	 	11	 
	Section 5.4.
	 	Rights of Holders	 	 	12	 
	Section 5.5.
	 	Guarantee of Payment	 	 	12	 
	Section 5.6.
	 	Subrogation	 	 	12	 
	Section 5.7.
	 	Independent Obligations	 	 	12	 
	ARTICLE VI
	 	LIMITATION OF TRANSACTIONS;  SUBORDINATION	 	 	13	 
	Section 6.1.
	 	Limitation of Transactions	 	 	13	 
	Section 6.2.
	 	Ranking	 	 	13	 
	ARTICLE VII
	 	TERMINATION	 	 	14	 
	Section 7.1.
	 	Termination	 	 	14	 
	ARTICLE VIII
	 	INDEMNIFICATION	 	 	14	 
	Section 8.1.
	 	Exculpation	 	 	14	 
	Section 8.2.
	 	Indemnification	 	 	14	 
	ARTICLE IX
	 	MISCELLANEOUS	 	 	15	 
	Section 9.1.
	 	Successors and Assigns	 	 	15	 







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	Section 9.2.
	 	Amendments	 	 	15	 
	Section 9.3.
	 	Notices	 	 	15	 
	Section 9.4.
	 	Benefit	 	 	16	 
	Section 9.5.
	 	Governing Law	 	 	16	 







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CAPITAL SECURITIES GUARANTEE AGREEMENT




     This CAPITAL SECURITIES GUARANTEE AGREEMENT (the “Securities Guarantee”),
dated as of    , 200_, is executed and delivered by Webster Financial
Corporation, a Delaware corporation (the “Guarantor”), and
   , as trustee (the “Guarantee Trustee”), for the
benefit of the Holders (as defined herein) from time to time of the Securities
(as defined herein) of Webster Capital Trust    , a Delaware statutory trust
(the “Trust”).



     WHEREAS, pursuant to an Amended and Restated Trust Agreement (the “Trust
Agreement”), dated as of   , 200_, among the trustees of the Trust
named therein, as sponsor, and the holders from time to time of undivided
beneficial interests in the assets of the Trust, the Trust is issuing on the
date hereof up to    capital securities, having an aggregate original
liquidation amount of up to    , representing undivided preferred
beneficial interests in the assets of the Trust, and having such terms as are
set forth in the Trust Agreement (the “Securities”); and



     WHEREAS, as an incentive for the Holders to purchase the Securities, the
Guarantor desires irrevocably and unconditionally to agree, to the extent set
forth in this Securities Guarantee, to guarantee the Guarantee Payments (as
defined herein) on the terms and conditions set forth herein;



     NOW, THEREFORE, in consideration of the purchase by each Holder of
Securities, which purchase the Guarantor hereby agrees shall benefit the
Guarantor, the Guarantor executes and delivers this Securities Guarantee for
the benefit of the Holders.



ARTICLE I

DEFINITIONS AND INTERPRETATION



Section 1.1. Definitions and Interpretation. In this Securities Guarantee,
unless the context otherwise requires:




     (a) capitalized terms used in this Securities Guarantee but not defined in
the preamble above have the respective meanings assigned to them in this
Section 1.1;



     (b) a term defined anywhere in this Securities Guarantee has the same
meaning throughout;



     (c) all references to “the Securities Guarantee” or “this Securities
Guarantee” are to this Securities Guarantee as modified, supplemented or
amended from time to time;



     (d) all references in this Securities Guarantee to Articles and Sections
are to Articles and Sections of this Securities Guarantee, unless otherwise
specified;



     (e) a term defined in the Trust Indenture Act has the same meaning when
used in this Securities Guarantee, unless otherwise defined in this Securities
Guarantee or unless the context otherwise requires;



 









 





     (f) a term defined in the Indenture (as defined herein) has the same
meaning when used in this Securities Guarantee unless otherwise defined in this
Securities Guarantee or the context otherwise requires; and



     (g) a reference to the singular includes the plural and vice versa.



     “Affiliate” has the same meaning as given to that term in Rule 405 of the
Securities Act of 1933, as amended, or any successor rule thereunder.



     “Business Day” means any day other than a Saturday or a Sunday or a day on
which banking institutions in New York, New York, Newark, Delaware and
Waterbury, Connecticut are authorized or required by law or executive order to
remain closed.



     “Corporate Trust Office” means the office of the Guarantee Trustee at
which the corporate trust business of the Guarantee Trustee shall, at any
particular time, be principally administered, which office at the date of
execution of this Securities Guarantee is located at
   , Attention:   .



     “Covered Person” means any Holder or beneficial owner of Securities.



     “Debenture Issuer” means Webster Financial Corporation, a Delaware
corporation, or any successor entity resulting from any consolidation,
amalgamation, merger or other business combination, in its capacity as issuer
of the Debentures under the Indenture.



     “Debenture Trustee” means    , a    banking
corporation, as trustee under the Indenture until a successor is appointed
thereunder, and thereafter means such successor trustee.



     “Debentures” means the    % Junior Subordinated Deferrable Interest
Debentures due    , Series A, of the Debenture Issuer issued
pursuant to the Indenture.



     “Event of Default” means the failure of the Guarantor to perform any of
its payment or other obligations under this Securities Guarantee; provided
that, except with respect to a default in respect of any payment due under this
Securities Guarantee, the Guarantor will have received notice of such default
and will not have cured the default within 90 days of receipt of such notice of
default.



     “Guarantee Payments” means the following payments or distributions,
without duplication, with respect to the Securities, to the extent not paid or
made by the Trust: (i) any accrued and unpaid Distributions (as defined in the
Trust Agreement) that are required to be paid on the Securities, to the extent
the trust shall have funds available therefor at such time, (ii) the redemption
price, including all accrued and unpaid Distributions to the date of redemption
(the “Redemption Price”) with respect to any Securities called for redemption,
to the extent the trust shall have funds available therefor at such time, and
(iii) upon a voluntary or involuntary dissolution, winding-up or termination of
the Trust (other than in connection with a distribution of the Debentures to
the Holders in exchange for Securities or the redemption, exchange or
conversion of all of the Securities as provided in the Trust Agreement), the
lesser of (A) the aggregate of the liquidation amount of $  per Security,
and all accrued and unpaid



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Distributions on the Securities to the date of payment, to the extent the
Trust has funds available therefor at such time (the “Liquidation
Distribution”), and (B) the amount of assets of the Trust remaining available
for distribution to Holders in liquidation of the Trust after satisfaction of
liabilities to creditors of the Trust, as required by applicable law.




     “Guarantee Trustee” means    , until a Successor
Guarantee Trustee has been appointed and has accepted such appointment pursuant
to the terms of this Securities Guarantee and thereafter means each such
Successor Guarantee Trustee.



     “Holder” means a Person in whose name a Security or Successor Security is
registered, such Person being a beneficial owner within the meaning of the
Statutory Trust Act; provided, however, that in determining whether the holders
of the requisite percentage of Securities have given any request, notice,
consent or waiver hereunder. “Holder” shall not include the Guarantor or any
Affiliate of the Guarantor.



     “Indemnified Person” means the Guarantee Trustee, any Affiliate of the
Guarantee Trustee, or any officers, directors, shareholders, members, partners,
employees, representatives, nominees, custodians or agents of the Guarantee
Trustee.



     “Indenture” means the Indenture, dated as of    , 200_, between the
Guarantor and the Debenture Trustee, as trustee, pursuant to which the
Debentures are to be issued to the Property Trustee of the Trust.



     “Liquidation Distribution” has the meaning provided therefor in the
definition of Guarantee Payment.



     “List of Holders” has the meaning set forth in Section 2.2 of this
Securities Guarantee.



     “Majority in liquidation amount” means, with respect to the Securities,
except as provided in the terms of the Securities or the Trust Agreement or by
the Trust Indenture Act, Holders of outstanding Securities voting separately as
a class, who are the record owners of more than 50% of the aggregate
liquidation amount (including the amount that would be paid on redemption,
liquidation or otherwise, plus accumulated and unpaid Distributions to the date
upon which the voting percentages are determined) of all outstanding
Securities.



     “Officers’ Certificate” means, with respect to any Person, a certificate
signed by the Chairman, the Chief Executive Officer, the President, an
Executive or Senior Vice President, a Vice President, the Chief Financial
Officer, the Secretary or an Assistant Secretary. Any Officers’ Certificate
delivered by the Trust shall be signed by at least one Trustee who is an
employee or officer of, or is affiliated with, the Guarantor. Any Officers’
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Securities Guarantee shall include:




     (a) a statement that each officer signing the Officers’ Certificate
has read the covenant or condition and the definition relating thereto;




     (b) a brief statement of the nature and scope of the examination or
investigation undertaken by each officer in rendering the Officers’
Certificate;



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     (c) a statement that each such officer has made such examination or
investigation as, in such officer’s opinion, is necessary to enable such
officer to express an informed opinion as to whether or not such covenant
or condition has been complied with; and




     (d) a statement as to whether, in the opinion of each such officer,
such condition or covenant has been complied with.



     “Person” means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever
nature.



     “Property Trustee” shall have the meaning ascribed thereto in the Trust
Agreement.



     “Redemption Price” means the amount payable on redemption of the
Securities in accordance with the terms of the Securities.



     “Responsible Officer” means, with respect to the Guarantee Trustee, any
officer within the Corporate Trust Office of the Guarantee Trustee, with direct
responsibility for the administration of this Securities Guarantee, including
any vice president, any assistant vice president, any assistant secretary, the
treasurer, any assistant treasurer or other officer of the Corporate Trust
Office of the Guarantee Trustee customarily performing functions similar to
those performed by any of the above designated officers and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of that officer’s knowledge of and familiarity with
the particular subject.



     “Statutory Trust Act” means Chapter 38 of Title 12 of the Delaware Code,
12 Del. Code § 3801 et seq., as it may be amended from time to time, or any
successor legislation.



     “Successor Guarantee Trustee” means a successor Guarantee Trustee
possessing the qualifications to act as Guarantee Trustee under Section 4.1.



     “Trust Indenture Act” means the Trust Indenture Act of 1939, as it may be
amended from time to time, or any successor legislation.



ARTICLE II

TRUST INDENTURE ACT



Section 2.1. Trust Indenture Act; Application.




     (a) This Securities Guarantee is subject to the provisions of the Trust
Indenture Act that are required to be part of this Securities Guarantee and
shall, to the extent applicable, be governed by such provisions; and



     (b) if and to the extent that any provision of this Securities Guarantee
limits, qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.



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Section 2.2. Lists of Holders of Securities.




     (a) The Guarantor shall provide the Guarantee Trustee with a list, in such
form as the Guarantee Trustee may reasonably require, of the names and
addresses of the Holders of the Securities (“List of Holders”) as of such date,
(i) within five Business Days after    and    of each year,
and (ii) at any other time within 30 days of receipt by the Guarantor of a
written request for a List of Holders as of a date no more than 15 days before
such List of Holders is given to the Guarantee Trustee; provided that the
Guarantor shall not be obligated to provide such List of Holders at any time
the List of Holders does not differ from the most recent List of Holders given
to the Guarantee Trustee by the Guarantor or the Securities are represented by
one or more global securities (in accordance with the Indenture). The Guarantee
Trustee shall preserve, in as current a form as is reasonably practicable, all
information contained in Lists of Holders previously given to it, provided that
it may destroy any List of Holders previously given to it on receipt of a new
List of Holders.



     (b) The Guarantee Trustee shall comply with its obligations under Sections
311(a), 311(b) and 312(b) of the Trust Indenture Act.


Section 2.3. Reports by the Guarantee Trustee.




     On or before   of each year, commencing    , 200   the
Guarantee Trustee shall provide to the Holders of the Securities such reports
as are required by Section 313 of the Trust Indenture Act, if any, in the form
and in the manner provided by Section 313 of the Trust Indenture Act. The
Guarantee Trustee shall also comply with the requirements of Section 313(d) of
the Trust Indenture Act.


Section 2.4. Periodic Reports to Guarantee Trustee.




     The Guarantor shall provide to the Guarantee Trustee such documents,
reports and information as required by Section 314 (if any) of the Trust
Indenture Act and the compliance certificate required by Section 314 of the
Trust Indenture Act in the form, in the manner and at the times required by
Section 314 of the Trust Indenture Act.


Section 2.5. Evidence of Compliance with Conditions Precedent.




     The Guarantor shall provide to the Guarantee Trustee such evidence of
compliance with any conditions precedent, if any, provided for in this
Securities Guarantee that relate to any of the matters set forth in Section
314(c) of the Trust Indenture Act. Any certificate or opinion required to be
given by an officer pursuant to Section 314(c)(1) may be given in the form of
an Officers’ Certificate.


Section 2.6. Events of Default; Waiver.




     The Holders of a Majority in liquidation amount of the Securities may, by
vote, on behalf of the Holders of all of the Securities, waive any past Event
of Default and its consequences. Upon such waiver, any such Event of Default
shall cease to exist, and any Event of Default arising therefrom shall be
deemed to have been cured, for every purpose of this Securities



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Guarantee, but no such waiver shall extend to any subsequent or other
default or Event of Default or impair any right consequent thereon.



Section 2.7. Event of Default; Notice.




     (a) The Guarantee Trustee shall, within 90 days after the occurrence of an
Event of Default, transmit by mail, first class postage prepaid, to the Holders
of the Securities, notices of all Events of Default actually known to a
Responsible Officer of the Guarantee Trustee, unless such defaults have been
cured before the giving of such notice; provided that the Guarantee Trustee
shall be protected in withholding such notice if and so long as a Responsible
Officer of the Guarantee Trustee in good faith determines that the withholding
of such notice is in the interests of the Holders of the Securities.



     (b) The Guarantee Trustee shall not be deemed to have knowledge of any
Event of Default unless the Guarantee Trustee shall have received written
notice, or a Responsible Officer of the Guarantee Trustee charged with the
administration of the Trust Agreement shall have obtained actual knowledge of
such Event of Default.


Section 2.8. Conflicting Interests.




     The Trust Agreement shall be deemed to be specifically described in this
Securities Guarantee for the purposes of clause (i) of the first proviso
contained in Section 310(b) of the Trust Indenture Act.



ARTICLE III

POWERS, DUTIES AND RIGHTS OF GUARANTEE TRUSTEE



Section 3.1. Powers and Duties of the Guarantee Trustee.




     (a) This Securities Guarantee shall be held by the Guarantee Trustee for
the benefit of the Holders of the Securities, and the Guarantee Trustee shall
not transfer this Securities Guarantee to any Person except a Holder of
Securities exercising his or her rights pursuant to Section 5.4(b) hereof or a
Successor Guarantee Trustee on acceptance by such Successor Guarantee Trustee
of its appointment to act as Successor Guarantee Trustee. The right, title and
interest of the Guarantee Trustee shall automatically vest in any Successor
Guarantee Trustee, and such vesting and cessation of title shall be effective
whether or not conveyancing documents have been executed and delivered pursuant
to the appointment of such Successor Guarantee Trustee.



     (b) If an Event of Default actually known to a Responsible Officer of the
Guarantee Trustee has occurred and is continuing, the Guarantee Trustee shall
enforce this Securities Guarantee for the benefit of the Holders of the
Securities.



     (c) The Guarantee Trustee, before the occurrence of any Event of Default
and after the curing of all Events of Default that may have occurred, shall
undertake to perform only such duties as are specifically set forth in this
Securities Guarantee, and no implied covenants shall be read into this
Securities Guarantee against the Guarantee Trustee. In case an Event of Default
has occurred (that has not been cured or waived pursuant to Section 2.6) and is
actually known to a



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Responsible Officer of the Guarantee Trustee, the Guarantee Trustee shall
exercise such of the rights and powers vested in it by this Securities
Guarantee, and use the same degree of care and skill in its exercise thereof,
as a prudent person would exercise or use under the circumstances in the
conduct of his or her own affairs.




     (d) No provision of this Securities Guarantee shall be construed to
relieve the Guarantee Trustee from liability for its own negligent action, its
own negligent failure to act, or its own willful misconduct, except that:



          (i) prior to the occurrence of any Event of Default and after the curing
or waiving of all such Events of Default that may have occurred:



               (A) the duties and obligations of the Guarantee Trustee shall be
determined solely by the express provisions of this Securities Guarantee, and
the Guarantee Trustee shall not be liable except for the performance of such
duties and obligations as are specifically set forth in this Securities
Guarantee, and no implied covenants or obligations shall be read into this
Securities Guarantee against the Guarantee Trustee; and



               (B) in the absence of bad faith on the part of the Guarantee Trustee, the
Guarantee Trustee may conclusively rely, as to the truth of the statements and
the correctness of the opinions expressed therein, upon any certificates or
opinions furnished to the Guarantee Trustee and conforming to the requirements
of this Securities Guarantee; provided that in the case of any such
certificates or opinions that by any provision hereof are specifically required
to be furnished to the Guarantee Trustee, the Guarantee Trustee shall be under
a duty to examine the same to determine whether or not they conform to the
requirements of this Securities Guarantee;



          (ii) the Guarantee Trustee shall not be liable for any error of judgment
made in good faith by a Responsible Officer of the Guarantee Trustee, unless it
shall be proved that the Guarantee Trustee was negligent in ascertaining the
pertinent facts upon which such judgment was made;



          (iii) the Guarantee Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of not less than a Majority in liquidation amount of
the Securities relating to the time, method and place of conducting any
proceeding for any remedy available to the Guarantee Trustee, or exercising any
trust or power conferred upon the Guarantee Trustee under this Securities
Guarantee; and



          (iv) no provision of this Securities Guarantee shall require the Guarantee
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers, if the Guarantee Trustee shall have reasonable grounds
for believing that the repayment of such funds or liability is not reasonably
assured to it under the terms of this Securities Guarantee or indemnity.



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Section 3.2. Certain Rights of Guarantee Trustee.




     (a) Subject to the provisions of Section 3.1 hereof:



          (i) The Guarantee Trustee may conclusively rely, and shall be fully
protected in acting or refraining from acting upon, any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document believed by it to be genuine and to
have been signed, sent or presented by the proper party or parties.



          (ii) Any direction or act of the Guarantor contemplated by this Securities
Guarantee shall be sufficiently evidenced by an Officers’ Certificate.



          (iii) Whenever, in the administration of this Securities Guarantee, the
Guarantee Trustee shall deem it desirable that a matter be proved or
established before taking, suffering or omitting any action hereunder, the
Guarantee Trustee (unless other evidence is herein specifically prescribed)
may, in the absence of bad faith on its part, request and conclusively rely
upon an Officers’ Certificate which, upon receipt of such request, shall be
promptly delivered by the Guarantor.



          (iv) The Guarantee Trustee shall have no duty to see to any recording,
filing or registration of any instrument (or any rerecording, refiling or
reregistration thereof).



          (v) The Guarantee Trustee may consult with counsel of its selection, and
the written advice or opinion of such counsel with respect to legal matters
shall be full and complete authorization and protection in respect of any
action taken, suffered or omitted by it hereunder in good faith and in
accordance with such advice or opinion. Such counsel may be counsel to the
Guarantor or any of its Affiliates and may include any of its employees. The
Guarantee Trustee shall have the right at any time to seek instructions
concerning the administration of this Securities Guarantee from any court of
competent jurisdiction.



          (vi) The Guarantee Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Securities Guarantee at the request
or direction of any Holder, unless such Holder shall have provided to the
Guarantee Trustee such security and indemnity, reasonably satisfactory to the
Guarantee Trustee, against the costs, expenses (including attorneys’ fees and
expenses and the expenses of the Guarantee Trustee’s agents, nominees or
custodians) and liabilities that might be incurred by it in complying with such
request or direction, including such reasonable advances as may be requested by
the Guarantee Trustee; provided that nothing contained in this Section
3.2(a)(vi) hereof shall be taken to relieve the Guarantee Trustee, upon the
occurrence and during the continuance of an Event of Default, of its obligation
to exercise the rights and powers vested in it by this Securities Guarantee.



          (vii) The Guarantee Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document, but
the Guarantee Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit.



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          (viii) The Guarantee Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents, nominees, custodians or attorneys, and the Guarantee Trustee shall not
be responsible for any misconduct or negligence on the part of any agent or
attorney appointed with due care by it hereunder.



          (ix) Any action taken by the Guarantee Trustee or its agents hereunder
shall bind the Holders of the Securities, and the signature of the Guarantee
Trustee or its agents alone shall be sufficient and effective to perform any
such action. No third party shall be required to inquire as to the authority of
the Guarantee Trustee to so act or as to its compliance with any of the terms
and provisions of this Securities Guarantee, both of which shall be
conclusively evidenced by the Guarantee Trustee’s or its agent’s taking such
action.



          (x) Whenever in the administration of this Securities Guarantee the
Guarantee Trustee shall deem it desirable to receive instructions with respect
to enforcing any remedy or right or taking any other action hereunder, the
Guarantee Trustee (i) may request instructions from the Holders of a Majority
in liquidation amount of the Securities, (ii) may refrain from enforcing such
remedy or right or taking such other action until such instructions are
received, and (iii) shall be protected in conclusively relying on or acting in
accordance with such instructions.



     (b) No provision of this Securities Guarantee shall be deemed to impose
any duty or obligation on the Guarantee Trustee to perform any act or acts or
exercise any right, power, duty or obligation conferred or imposed on it in any
jurisdiction in which it shall be illegal, or in which the Guarantee Trustee
shall be unqualified or incompetent in accordance with applicable law, to
perform any such act or acts or to exercise any such right, power, duty or
obligation. No permissive power or authority available to the Guarantee Trustee
shall be construed to be a duty.


Section 3.3. Not Responsible for Recitals or Issuance of Guarantee.




     The recitals contained in this Securities Guarantee shall be taken as the
statements of the Guarantor, and the Guarantee Trustee does not assume any
responsibility for their correctness. The Guarantee Trustee makes no
representation as to the validity or sufficiency of this Securities Guarantee.



ARTICLE IV

GUARANTEE TRUSTEE



Section 4.1. Guarantee Trustee; Eligibility.




     (a) There shall at all times be a Guarantee Trustee which shall:



          (i) not be an Affiliate of the Guarantor; and



          (ii) be a corporation organized and doing business under the laws of the
United States of America or any State or Territory thereof or of the District
of Columbia, or a corporation or Person permitted by the Securities and
Exchange Commission to act as an institutional trustee under the Trust
Indenture Act, authorized under such laws to exercise corporate trust powers,
having a combined capital and surplus of at least 50 million U.S. dollars



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(US$50,000,000), and subject to supervision or examination by Federal,
State, Territorial or District of Columbia authority. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of the supervising or examining authority referred to above, then,
for the purposes of this Section 4.1(a)(ii) hereof, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published.




     (b) If at any time the Guarantee Trustee shall cease to be eligible to so
act under Section 4.1(a) hereof, the Guarantee Trustee shall immediately resign
in the manner and with the effect set out in Section 4.2(c) hereof.



     (c) If the Guarantee Trustee has or shall acquire any “conflicting
interest” within the meaning of Section 310(b) of the Trust Indenture Act, the
Guarantee Trustee and Guarantor shall in all respects comply with the
provisions of Section 310(b) of the Trust Indenture Act.


Section 4.2. Appointment, Removal and Resignation of Guarantee Trustees.




     (a) Subject to Section 4.2(b) hereof, the Guarantee Trustee may be
appointed or removed without cause at any time by the Guarantor.



     (b) The Guarantee Trustee shall not be removed in accordance with Section
4.2(a) hereof until a Successor Guarantee Trustee has been appointed and has
accepted such appointment by written instrument executed by such Successor
Guarantee Trustee and delivered to the Guarantor.



     (c) The Guarantee Trustee appointed to office shall hold office until a
Successor Guarantee Trustee shall have been appointed or until its removal or
resignation. The Guarantee Trustee may resign from office (without need for
prior or subsequent accounting) by an instrument in writing executed by the
Guarantee Trustee and delivered to the Guarantor, which resignation shall not
take effect until a Successor Guarantee Trustee has been appointed and has
accepted such appointment by instrument in writing executed by such Successor
Guarantee Trustee and delivered to the Guarantor and the resigning Guarantee
Trustee.



     (d) If no Successor Guarantee Trustee shall have been appointed and
accepted appointment as provided in this Section 4.2 within 60 days after
delivery to the Guarantor of an instrument of removal or resignation, the
resigning or removed Guarantee Trustee may petition any court of competent
jurisdiction for appointment of a Successor Guarantee Trustee. Such court may
thereupon, after prescribing such notice, if any, as it may deem proper,
appoint a Successor Guarantee Trustee.



     (e) No Guarantee Trustee shall be liable for the acts or omissions to act
of any Successor Guarantee Trustee.



     (f) Upon termination of this Securities Guarantee or removal or
resignation of the Guarantee Trustee pursuant to this Section 4.2, the
Guarantor shall pay to the Guarantee Trustee all amounts accrued to the date of
such termination, removal or resignation.



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ARTICLE V

GUARANTEE



Section 5.1. Guarantee.




     The Guarantor irrevocably and unconditionally agrees to pay in full to the
Holders the Guarantee Payments (without duplication of amounts theretofore paid
by the Trust), as and when due, regardless of any defense, right of set-off or
counterclaim that the Trust may have or assert. The Guarantor’s obligation to
make a Guarantee Payment may be satisfied by direct payment of the required
amounts by the Guarantor to the Holders or by causing the Trust to pay such
amounts to the Holders.


Section 5.2. Waiver of Notice and Demand.




     The Guarantor hereby waives notice of acceptance of this Securities
Guarantee and of any liability to which it applies or may apply, presentment,
demand for payment, any right to require a proceeding first against the Trust
or any other Person before proceeding against the Guarantor, protest, notice of
nonpayment, notice of dishonor, notice of redemption and all other notices and
demands.


Section 5.3. Obligations Not Affected.




     The obligations, covenants, agreements and duties of the Guarantor under
this Securities Guarantee shall in no way be affected or impaired by reason of
the happening from time to time of any of the following:



     (a) the release or waiver, by operation of law or otherwise, of the
performance or observance by the Trust of any express or implied agreement,
covenant, term or condition relating to the Securities to be performed or
observed by the Trust;



     (b) the extension of time for the payment by the Trust of all or any
portion of the Distributions, Redemption Price, Liquidation Distribution or any
other sums payable under the terms of the Securities or the extension of time
for the performance of any other obligation under, arising out of, or in
connection with, the Securities (other than an extension of time for payment of
Distributions, Redemption Price, Liquidation Distribution or other sum payable
that results from the extension of any interest payment period on the
Debentures or any extension of the maturity date of the Debentures permitted by
the Indenture);



     (c) any failure, omission, delay or lack of diligence on the part of the
Holders to enforce, assert or exercise any right, privilege, power or remedy
conferred on the Holders pursuant to the terms of the Securities, or any action
on the part of the Trust granting indulgence or extension of any kind;



     (d) the voluntary or involuntary liquidation, dissolution, sale of any
collateral, receivership, insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization, arrangement, composition or readjustment of debt of,
or other similar proceedings affecting, the Trust or any of the assets of the
Trust;



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     (e) any invalidity of, or defect or deficiency in, the Securities;



     (f) the settlement or compromise of any obligation guaranteed hereby or
hereby incurred; or



     (g) any other circumstance whatsoever that might otherwise constitute a
legal or equitable discharge or defense of a guarantor, it being the intent of
this Section 5.3 that the obligations of the Guarantor hereunder shall be
absolute and unconditional under any and all circumstances.



     There shall be no obligation of the Holders to give notice to, or obtain
consent of, the Guarantor with respect to the happening of any of the
foregoing.


Section 5.4. Rights of Holders.




     (a) The Holders of a Majority in liquidation amount of the Securities have
the right to direct the time, method and place of conducting of any proceeding
for any remedy available to the Guarantee Trustee in respect of this Securities
Guarantee or exercising any trust or power conferred upon the Guarantee Trustee
under this Securities Guarantee.



     (b) If the Guarantee Trustee fails to enforce this Securities Guarantee,
any Holder of Securities may directly institute a legal proceeding against the
Guarantor to enforce the obligations of the Guarantor under this Securities
Guarantee without first instituting a legal proceeding against the Trust, the
Guarantee Trustee or any other Person.


Section 5.5. Guarantee of Payment.




     This Securities Guarantee creates a guarantee of payment and not of collection.


Section 5.6. Subrogation.




     The Guarantor shall be subrogated to all (if any) rights of the Holders of
Securities against the Trust in respect of any amounts paid to such Holders by
the Guarantor under this Securities Guarantee; provided, however, that the
Guarantor shall not (except to the extent required by mandatory provisions of
law) be entitled to enforce or exercise any right that it may acquire by way of
subrogation or any indemnity, reimbursement or other agreement, in all cases as
a result of payment under this Securities Guarantee, if at the time of any such
payment, any amounts are due and unpaid under this Securities Guarantee. If any
amount shall be paid to the Guarantor in violation of the preceding sentence,
the Guarantor agrees to hold such amount in trust for the Holders and to pay
over such amount to the Holders.


Section 5.7. Independent Obligations.




     The Guarantor acknowledges that its obligations hereunder are independent
of the obligations of the Trust with respect to the Securities, and that the
Guarantor shall be liable as principal and as debtor hereunder to make
Guarantee Payments pursuant to the terms of this Securities Guarantee
notwithstanding the occurrence of any event referred to in subsections (a)
through (g), inclusive, of Section 5.3 hereof.



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ARTICLE VI

LIMITATION OF TRANSACTIONS; SUBORDINATION



Section 6.1. Limitation of Transactions.




     So long as any Securities remain outstanding, if (a) any event shall have
occurred that, to the actual knowledge of the Guarantor, constitutes an Event
of Default, as defined in the Indenture, and the Guarantor shall not have taken
reasonable steps to cure such Event of Default, (b) the Guarantor shall be in
default of its obligations under this Securities Guaranty, or (c) the Guarantor
shall have given notice of its election to exercise its right to begin or
extend an extension period for deferral of interest payments on the Debentures
as described in Section 311 of the Indenture, the Guarantor shall not have
rescinded that notice and the extension period has commenced and is continuing
or any extension thereof has commenced and is continuing, then (i) the
Guarantor shall not declare or pay any dividend on, make any distributions with
respect to, or redeem, purchase, acquire or make a liquidation payment with
respect to, any of its capital stock, other than, at any time: (A) dividends
or distributions in common stock of the Guarantor or in options, warrants or
rights to subscribe for or purchase shares of such common stock, (B) any
declaration of a dividend in connection with the implementation of a
shareholder rights plan, or the issuance of stock under any such plan in the
future, or the redemption or repurchase of any such rights pursuant thereto,
(C) purchases or acquisitions of common stock of the Guarantor related to the
issuance of common stock or rights, or in connection with the satisfaction of
the Guarantor’s obligations under, any of the Guarantor’s benefit plans for its
directors, officers or employees or under any dividend reinvestment plan, (D)
reclassifications of the capital stock of the Guarantor or the exchange or
conversion of one class or series of such capital stock for another class or
series of such capital stock, and (E) purchases of fractional interests in
shares of our capital stock pursuant to the conversion or exchange provisions
of such capital stock or the securities being converted or exchanged, and (ii)
the Guarantor shall not make any payment of principal (and premium, if any) or
interest on or repay, repurchase or redeem any debt securities issued by the
Guarantor which rank pari passu with or junior in interest to the Debentures,
other than payments under this Securities Guarantee and (iii) the Guarantor
shall not make any payments with respect to any guarantee by it of any debt
securities issued by any subsidiary of the Guarantor, which rank pari passu
with or junior in interest to the Debentures.


Section 6.2. Ranking.




     This Securities Guarantee will constitute an unsecured obligation of the
Guarantor and will rank (a) subordinate and junior in right of payment to all
other liabilities of the Guarantor, including Senior Indebtedness (as defined
in the Indenture) and the Debentures, except those ranking equally with, or
subordinate to, the Securities Guarantee by their terms, (b) equally with all
other guarantees now or hereafter entered into by the Guarantor in respect of
any Securities or preference stock of any Affiliate of the Guarantor, and (c)
senior to all capital stock now or hereafter issued by the Guarantor or to any
guarantee now or hereafter entered into by the Guarantor in respect of any of
its capital stock.



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ARTICLE VII

TERMINATION



Section 7.1. Termination.




     This Securities Guarantee shall terminate as to each Holder of Securities
upon (i) full payment of the Redemption Price of all of the Securities, or (ii)
full payment of the amounts due in accordance with the Trust Agreement upon
dissolution or liquidation of the Trust [or conversion or exchange of the
Debentures], whether upon distribution of the Debentures to the Holders of the
Securities or otherwise. Notwithstanding the foregoing, this Securities
Guarantee will continue to be effective or will be reinstated, as the case may
be, if at any time any Holder of Securities must restore payment of any sums
paid under the Securities or under this Securities Guarantee.



ARTICLE VIII

INDEMNIFICATION



Section 8.1. Exculpation.




     (a) No Indemnified Person shall be liable, responsible or accountable in
damages or otherwise to the Guarantor or any Covered Person for any loss,
damage or claim incurred by reason of any act or omission performed or omitted
by such Indemnified Person in good faith in accordance with this Securities
Guarantee and in a manner that such Indemnified Person reasonably believed to
be within the scope of the authority conferred on such Indemnified Person by
this Securities Guarantee or by law, except that an Indemnified Person shall be
liable for any such loss, damage or claim incurred by reason of such
Indemnified Person’s negligence or willful misconduct with respect to such acts
or omissions.



     (b) An Indemnified Person shall be fully protected in relying in good
faith upon the records of the Guarantor and upon such information, opinions,
reports or statements presented to the Guarantor by any Person as to matters
the Indemnified Person reasonably believes are within such other Person’s
professional or expert competence and who has been selected with reasonable
care by or on behalf of the Guarantor, including information, opinions, reports
or statements as to the value and amount of the assets, liabilities, profits,
losses, or any other facts pertinent to the existence and amount of assets from
which Distributions to Holders of Securities might properly be paid.


Section 8.2. Indemnification.




     The Guarantor agrees to indemnify each Indemnified Person for, and to hold
each Indemnified Person harmless against, any loss, liability or reasonable
expense incurred without negligence or bad faith on its part, arising out of or
in connection with the acceptance or administration of the trust or trusts
hereunder, including the reasonable costs and expenses (including reasonable
legal fees and expenses) of defending itself against, or investigating, any
claim or liability in connection with the exercise or performance of any of its
powers or duties hereunder. The obligation to indemnify as set forth in this
Section 8.2 shall survive the termination of this Securities Guarantee.



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ARTICLE IX

MISCELLANEOUS



Section 9.1. Successors and Assigns.




     All guarantees and agreements contained in this Securities Guarantee shall
bind the successors, assigns, receivers, trustees and representatives of the
Guarantor and shall inure to the benefit of the Holders of the Securities then
outstanding. Except in connection with any merger or consolidation of the
Guarantor with or into another Person or any sale, assignment, transfer, lease
or other conveyance of all or substantially all of the Guarantor’s properties
and assets to another Person, each as permitted by the Indenture, the Guarantor
may not assign its rights or delegate its obligations under this Securities
Guarantee. Upon any such merger or consolidation of the Guarantor into any
other Person or any sale, assignment, transfer, lease or other conveyance of
all or substantially all of the Guarantor’s properties and assets to any Person
as permitted by the Indenture, the successor Person formed by such
consolidation or into which the Guarantor is merged or to which such sale,
assignment, transfer, lease or other conveyance is made shall succeed to, and
be substituted for, and may exercise every right and power of, the Guarantor
under this Securities Guarantee with the same effect as if such successor
Person had been named as the Guarantor herein; and thereafter, except in the
case of a lease, the predecessor Person shall be released from all obligations
and covenants under this Securities Guarantee.


Section 9.2. Amendments.




     Except with respect to any changes that do not materially adversely affect
the rights of Holders (in which case no vote of Holders will be required), this
Securities Guarantee may be amended only with the prior approval of the Holders
of at least a Majority in liquidation amount of all the outstanding Securities
Guaranteed hereby. The provisions of Section 12.2 of the Trust Agreement with
respect to meetings of Holders of the Securities apply to the giving of such
approval.


Section 9.3. Notices.




     All notices provided for in this Securities Guarantee shall be in writing,
duly signed by the party giving such notice, and shall be delivered, sent by
facsimile or mailed by registered or certified mail, as follows:



     (a) If given to the Guarantee Trustee, at the Guarantee Trustee’s mailing
address set forth below (or such other address as the Guarantee Trustee may
give notice of to the Holders of the Securities):



	 	 	 
	

	

	

	Attention:









     If given to the Guarantor, at the Guarantor’s
mailing address set forth below (or such other address
as the Guarantor may give notice of to the Holders of
the Securities):



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Webster Financial Corporation

Webster Plaza

145 Bank Street

Waterbury, CT 06702



Telecopier: (   )   -    



Telephone: (203) 578-2210



Attention:    



     (b) If given to any Holder of Securities, at the address set forth on the
books and records of the Trust.



     All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid except that if a notice or other document is refused delivery
or cannot be delivered because of a changed address of which no notice was
given, such notice or other document shall be deemed to have been delivered on
the date of such refusal or inability to deliver.


Section 9.4. Benefit.




     This Securities Guarantee is solely for the benefit of the Holders of the
Securities and, subject to Section 3.1(a) hereof, is not separately
transferable from the Securities.


Section 9.5. Governing Law.




     This Securities Guarantee shall be governed by and construed in accordance
with the laws of the State of Delaware applicable to agreements made or
instruments entered into and, in each case, performed in said State.



* * * *




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     THIS CAPITAL SECURITIES GUARANTEE AGREEMENT is executed as of the day and
year first above written.



	 	 	 	 	 
	 	 	WEBSTER FINANCIAL CORPORATION,

  as Guarantor
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

Name:
	

	 	 	 	Title
	 
	 	 	 	 
	

	 	 	 	,
	

	 	 	 	

	

	 	 	 	as Guarantee Trustee
	

	 	By:	 	 
	

	 	 	 	

Name:
	

	 	 	 	Title








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