EXHIBIT 10.1


 





 


May 18,
2009


 


Mr. Edward
A. Hjerpe, III


One
Great Road


Barrington,
Rhode Island 02806


 


Dear
Ed:


 


The
board of directors of the Federal Home Loan Bank of Boston (the Bank) is
delighted with your interest in the position of President and Chief Executive
Officer of the Bank, and is pleased to offer you employment under the following
terms and conditions.


 


This
letter and the terms of the offer herein supersede any other offer that you may
have received verbally or in writing and any terms offered to you implicitly or
explicitly by any representative of the Bank. 
As we have discussed, the terms of this offer letter are contingent upon
approval by the Bank’s board of directors and are subject to change at anytime
by the board of directors.  Further, this
offer and its terms are contingent upon the successful review of the Director
(Director) of the Federal Housing Finance Agency (FHFA).


 


As
an employee of the Bank, you will be expected to devote your full business time
and best efforts to your duties as President and Chief Executive Officer of the
Bank. You will be expected to comply with all Bank policies applicable to an
employee at that level.  You may continue
to participate in charitable activities and to serve as director of other
entities, provided that the Governance Committee of the Board of Directors
determines that such participation or service does not unduly interfere with
your duties to the Bank or present an actual or apparent conflict of interest
with the Bank.


 


All
employees of the Bank are employees-at-will and the Bank does not enter into
employment contracts with its employees. However, the Bank will enter into a
Change in Control Agreement (the Agreement) with you to provide payment in the
event of a Covered Termination as defined in the Agreement, also subject to
board approval, the review of the Director, and future applicable and possibly
prohibitive or restrictive statutes or regulations.  The Agreement is included as Attachment I.  You will also be covered by the Bank’s severance
policy, as may be amended from time to time, for events consistent with that
policy.


 


As
we have discussed, your start date would be at a mutually agreeable date but in
no event later than June 30, 2009, unless specifically agreed-to by the
board of directors. Your annual salary would be $550,000, which would be paid
in semi-monthly increments of $22,916.66. 
Payment will be made in accordance with the Bank’s payroll practices as
from time to time in effect.  You will
also be provided with a Bank-owned or leased vehicle, the specifics of which
will be worked out with the Chairman of the Board and/or the Chairman of the
Personnel Committee. The Bank will provide a reserved parking space for this
vehicle in the Prudential Center Garage. 
In addition, you will be reimbursed up to a maximum of $4,000 per month
to lease a furnished


 

















 


apartment
in Boston for up to one year after your initial date of employment with the
Bank, after which the board will re-evaluate this benefit. As a named executive
officer of the Bank, your compensation and benefits will be subject to
disclosure in the Bank’s regulatory filings.


 


This
offer is contingent on your compliance with all applicable Bank policies
applicable to executive employees, including a satisfactory agreement as to the
disposition of any financial holdings you may currently have, to the extent
necessary, and as described in Attachment II.


 


As
an executive officer of the Bank, you will be eligible to participate in the
Bank’s Thrift Benefit Equalization Plan, subject to board approval, at a match
of 200 percent of your contribution, up to a maximum of the first 3 percent of
your Plan Salary, as defined in the plan document.  Plan Salary includes base salary and
incentive compensation.  You will also be
eligible to participate in the Bank’s Pension Benefit Equalization Plan as an
executive officer, subject to board approval. 
However, you will be treated as a new participant in the Pension BEP,
with a benefit based on an annual accrual rate of 1.5 percent and High-5
Average Salary, as defined in the plan document.  Past service will not be taken into account
in determining your benefit under this plan.


 


If
approved for 2009 and assuming you are a participant by June 30, 2009, you
would be eligible to participate in the Bank’s Executive Incentive Plan (EIP)
according to the terms of the plan. If there is no 2009 EIP or the board
exercises its discretion to modify the plan, the board will reasonably consider
a 2009 award reflective of your accomplishments, the Bank’s overall
performance, and the board’s assessment of overall member banks’ performance
and the Bank’s role in that performance.  Such incentive awards are
subject to the review of the Director prior to final board approval, as are
base salary adjustments and all other compensation actions of the board.


 


The
following additional benefits are available:


 


·                  Participation in the Bank’s Thrift/401(k) Plan
at a match of 200 percent of your contribution, up to a maximum of the first 3
percent of your Plan Salary, as defined in the plan document.


·                  Participation in the Bank’s non-contributory
Retirement Plan with a benefit based on an annual accrual rate of 1.5 percent
and High-5 Average Salary, as defined in the plan document, from your date of
re-employment.  Pentegra records indicate
that you have 17 years and 2 months of qualified plan benefit service which will
also be used when determining your benefit under this plan.


·                  20 paid vacation days (earned on an accrual
basis);


·                  10 paid holidays;


·                  Contributory medical insurance for you and
your eligible dependents;


·                  Bank-paid dental insurance (eligible
dependents are contributory);


·                  Bank-paid life insurance;


·                  Bank-paid spouse and dependent life
insurance;


·                  Bank-paid accidental death &
dismemberment insurance;


·                  Additional life insurance on you and your
spouse (at your expense);


·                  100% mass transportation subsidy;


·                  Academic assistance and professional
development;


·                  Bank-paid long-term
disability insurance (after one year of employment).


 

















 


All
Bank benefits are subject to periodic review and may be changed or terminated
by the Bank in its discretion.


 


In
addition, this employment offer is contingent upon satisfactory completion of a
background investigation.  The Bank also
requires all employees to provide a fingerprint impression upon their
commencement of employment.  This offer
and continued employment are contingent upon the satisfactory results of such
investigations.  The Bank reserves the
right to conduct future background investigations at its discretion.


 


Ed,
we look forward to having you on-board as quickly as possible. Janelle Authur,
Senior Vice President, Executive Director of Human Resources, will be contacting
you with additional information regarding the Bank’s benefits and
federally-required employment eligibility documentation.  In the interim, please return a signed copy
of the offer letter, Change in Control Agreement, and Disposition of Member
Equity Interests directly to Janelle at Federal Home Loan Bank of Boston, 111
Huntington Avenue, 24th Floor, Boston, Massachusetts 02119.


 


Please
feel free to give Mark Macomber or me a call if you have any questions.


 


	
  Sincerely,

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Jan. A. Miller

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Jan
  A. Miller

  	
   

  	
   

  
	
  Chairman
  of the Board

  	
   

  	
   

  
	
  Federal
  Home Loan Bank of Boston

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  X

  	
  /s/
  Edward A. Hjerpe III

  	
   

  	
  5/18/09

  
	
  My
  signature verifies acceptance of this offer

  	
   

  	
  Date

  
				



 

















 


ATTACHMENT I TO
OFFER LETTER


 


EXECUTIVE
OFFICER

CHANGE IN CONTROL AGREEMENT


 


This Agreement (this “Agreement”)
is entered into as of the        day of
                    ,
2009, by and between the FEDERAL HOME LOAN BANK OF BOSTON, a corporation
organized under the laws of the United States (the “Bank”) and Edward A.
Hjerpe, III (the “Executive”).


 


WHEREAS, the Executive is
expected to commence employment as the President and Chief Executive Officer of
the Bank, effective
                      ,
2009, and the Bank desires to provide the Executive with certain severance
benefits in the event of a Reorganization (as defined below) of the Bank.


 


NOW, THEREFORE, in
consideration of the promises and the mutual agreements herein contained, the
Bank and the Executive hereby agree as follows:


 


1.                                      Definitions.


 


(a)                                 “Bank”
shall mean the Federal Home Loan Bank of Boston and any other entity within the
definition of “Bank” in Section 5(a) hereof.


 


(b)                                “Cause”
shall mean (i) the continued failure of the Executive to perform his
duties with the Bank (other than any such failure resulting from disability
(within the meaning of the Bank’s long-term disability plan), after a demand
for performance, pursuant to a resolution of the Bank’s Board of Directors, is
delivered to the Executive by the Chair of the Board of Directors of the Bank,
which specifically identifies the manner in which the Executive has not
performed his duties; (ii) the personal dishonesty, incompetence, willful
misconduct, gross negligence, breach of fiduciary duty involving personal
profit, intentional failure to perform stated duties, or willful violation of
any law, rule or regulation (other than routine traffic violations or
similar offenses); or (iii) the removal of the Executive for cause by the
Federal Housing Finance Agency or any successor thereto (the “Finance Agency”)
pursuant to 12 U.S.C. 1422b(a)(2) or regulations promulgated thereunder,
any successor or similar statute to 12 U.S.C. 1422b(a)(2) or regulations
promulgated thereunder.


 


(c)                                 “Covered
Termination” shall have the meaning set forth in Section 2(a).


 


(d)                                “Covered Termination
Period” means the period commencing with the execution by the Bank of a
Reorganization Agreement, and ending on the earlier of (i) twelve
(12) months after the effective date of the related Reorganization or (ii) the
date the Bank formally withdraws from the related Reorganization.


 


(e)                                 “Good Reason”
shall mean the occurrence of any of the following events during the Covered
Termination Period:


 


(i) (A)    a material diminution in the Executive’s
base compensation as in effect immediately prior to the beginning of the period
or as the same may be increased from time to time thereafter or (B) a
material diminution in the 


 

















 


Executive’s authority, duties or responsibilities as in effect
immediately prior to the beginning of the period;


 


(ii)                                  any material breach of this
Agreement by the Bank; or


 


(iii)                               any change in the geographic
location of the Bank or any successor entity to the Bank by more than fifty
(50) miles.


 


(f)                                   “Reorganization”
of the Bank shall mean the occurrence at any time of any of the following
events:


 


(i)                                    The Bank is
merged or consolidated with or reorganized into or with another bank or other
entity and the Bank is not the surviving entity;


 


(ii)                                 The Bank sells
or transfers all, or substantially all of its business and/or assets to another
entity; or


 


(iii)                              The liquidation
or dissolution of the Bank;


 


provided, that the term “Reorganization”
shall include any Reorganization that is mandated by federal statute, rule,
regulation or directive and shall exclude any Reorganization that is the result
of Finance Agency supervisory guidance or enforcement action taken pursuant to
12 C.F.R. Part 908 or any successor regulation thereto.


 


(g)                                “Reorganization
Agreement” means a definitive agreement, the full performance of which
would result in a Reorganization of the Bank.


 


(h)                                “Release
Agreement” shall mean the Bank’s standard release of claims agreement
executed by the Bank and the Executive under which the Executive releases the
Bank from any and all claims based on losses, damages, liabilities, actions,
suits, costs, expenses, disbursements, taxes and penalties of any kind and
nature whatsoever arising due to the Executive’s employment with the Bank.


 


(i)                                    “Termination
of Employment” shall mean means the severing of employment with the Bank,
voluntarily or involuntarily, for any reason whatsoever, determined in
accordance with the provisions of Internal Revenue Code Section 409A.


 


2.                                      Covered Termination.


 


(a)                                 Covered
Termination.  For
purposes of this Agreement, a “Covered Termination” means a Termination of
Employment during the Covered Termination Period:


 


(i)                                    By the
Executive for a Good Reason that is not remedied within the cure periods
described in this Section 2(a); or


 


(ii)                                 By the Bank, or
by its successor in a Reorganization, without Cause;


 


provided, that in the case of a Termination of Employment by the
Executive for Good Reason, the Executive must first provide written notice to
the Bank within


 

















 


ninety (90) days of the initial existence of Good Reason
describing the existence of such Good Reason, and the Bank shall thereafter
have the right to remedy the Good Reason within thirty (30) days of the
Bank’s receipt of such written notice. If the Bank remedies the condition
within such thirty (30) day cure period, then no Good Reason shall be
deemed to exist with respect to such condition. If the Bank does not remedy the
condition within such thirty (30) day cure period, then the Executive may
deliver a Notice of Termination for Good Reason at any time within sixty
(60) days following the expiration of such cure period.


 


(b)                                Non-Covered
Termination.  For the
avoidance of doubt, none of the following events shall result in any payment to
the Executive for a Covered Termination under Section 3(a):


 


(i)                                    A Termination
of Employment by the Executive without Good Reason;


 


(ii)                                 A Termination
of Employment for Cause by the Bank or its successor in a Reorganization;


 


(iii)                              A Termination
of Employment without Cause that does not occur within the Covered
Termination Period; or


 


(iv)                              A Termination of Employment
due to death, disability (within the meaning of the Bank’s long-term disability
plan) or a voluntary retirement.


 


3.                                      Payment for Covered Termination.


 


(a)                                 In the event of
a Covered Termination, subject to the Executive’s execution of a Release Agreement
no later than twenty-one (21) days (or, at the discretion of the Bank, up to
forty-five (45) days) after the Executive’s Termination of Employment and
non-revocation of such Release Agreement, the Bank shall pay the Executive an
amount equal to one (1) times the annualized base salary of the Executive
at the time of the Executive’s Termination of Employment with the Bank (or, if
higher, upon an event constituting Good Reason).  Such amount shall be distributed to the
Executive in equal installments over twelve (12) months following the
Termination of Employment, to be paid according to the Bank’s regular payroll
cycle during such period.


 


(b)                                Notwithstanding
Section 3(a), if the Bank is not in compliance with any applicable
statutory or regulatory capital or leverage requirements or if the payment
would cause the Bank to fall below applicable statutory or regulatory
requirements, then such payments shall be deferred until such time as the Bank
or any successor achieves compliance with its statutory and regulatory
requirements.  The Bank shall make such
payments at the earliest date at which the Bank reasonably anticipates that the
making of the payments will not cause a violation of the statutory and
regulatory requirements described in this paragraph.


 


(c)                                 The Executive
shall be responsible for the payment of all federal, state and local income
taxes which may be due with respect to any payments made to the Executive
pursuant to this Agreement.


 

















 


(d)                                The payment of
severance benefits pursuant to this Section 3 shall be in lieu of any
severance benefits that would otherwise be payable to the Executive under any
severance plan or policy maintained by the Bank during the Covered Termination
Period.


 


(e)                                 The Executive
acknowledges that the Bank will comply with any applicable statutory and/or
regulatory requirements relating to the payment of the amounts under this Section 3.  Should a governmental authority, or a court
upon application by a governmental authority, having jurisdiction over the
matter direct that any portion or all of the amounts provided in this Section 3
may not be paid to the Executive by the Bank, the Executive agrees that (i) he
will not be entitled to payments under this Section 3 to the extent that
such payments would violate any statutory and/or regulatory requirements that
apply to the Bank, and (ii) if previously paid, he will return to the Bank
the amount of such payment specified in such order, without adjustment for
investment earnings or losses, net of applicable taxes the Executive paid on
such payment.  Such repayment shall be made to the Bank within fifteen
(15) business days after written demand by the Bank is delivered to the
Executive.  If any proceeding is commenced in which the legality of any of
the payments made or to be made under this Agreement is at issue, the Bank will
provide the Executive with written notice promptly after it has knowledge
thereof.


 


4.                                      No Mitigation.  The Executive shall not be
required to seek other employment, nor shall any payment made under this
Agreement be reduced by any compensation received from other employment.


 


5.                                      Successor to the Bank.


 


(a)                                 This Agreement
is binding upon the successors and assigns of the Bank.  The Bank and its successors and assigns will
require any successor or assign (whether direct or indirect, in a
Reorganization, by operation of law, or otherwise) to all or substantially all
of the business and/or assets of the Bank, to enter into a written agreement in
form and substance satisfactory to the Executive, expressly, absolutely and
unconditionally to assume and agree to perform this Agreement in the same
manner and to the same extent that the Bank would be required to perform it if
no such succession or assignment had taken place.  In the event of a Covered Termination, the
Bank agrees that it shall pay or shall cause such employer to pay any amounts
owed to the Executive pursuant to Section 3 hereof.


 


As used in this
Agreement, “Bank” shall mean the Bank as defined herein and any successor or
assign to its business and/or assets as aforesaid which executes and delivers
the agreement provided for in this Section 5 or which otherwise becomes
bound by all the terms and provisions of this Agreement by operation of
law.  If at any time during the term of
this Agreement the Executive is employed by any corporation a majority of the
voting securities of which is then owned by the Bank, the term “Bank” shall
include such employer. Whether or not another entity becomes the successor or
assign of the Bank under this Agreement, the maximum amount which the Executive
may receive from all sources under this Agreement in a Covered Termination
shall be the amounts set forth in Section 3 hereof.


 

















 


(b)                                This Agreement
shall inure to the benefit of and be enforceable by the Executive’s personal
and legal representatives, executors, administrators, successors, heirs,
distributees, and legatees.  If the
Executive should die while any amounts are still payable to him hereunder, all
such amounts, unless otherwise provided herein, shall be paid in accordance
with the terms of this Agreement to the beneficiary designated by notice in
writing executed by the Executive and filed with the Bank, or failing such
designation, to the Executive’s estate.


 


6.                                      Employment Rights.  This Agreement shall not confer
upon the Executive any right to continue in the employ of the Bank and shall
not in any way affect the right of the Bank to dismiss or otherwise terminate
the Executive’s employment at any time and for any reason with or without
cause.  This Agreement is not intended (a) to
be an employment agreement or (b) to define all aspects of the employment
relationship between the Bank and the Executive, including but not limited to
applicable employment or benefit policies of the Bank.  To the extent there is any conflict between
the terms hereof and the terms of any employment or benefit policies of the
Bank, the terms of this Agreement shall control.


 


7.                                      Tax Withholding.  The Bank will withhold from any amounts
payable to the Executive under this Agreement to satisfy all applicable
federal, state, local or other withholding taxes. All amounts payable under Section 3(a) are
considered “wages” to be reported on Form W-2.  The normal withholding rules for wages
apply.  To the extent required, the Bank
will also withhold any excise taxes owed under Code Section 4999.


 


8.                                      Notice. 
For purposes of this Agreement, notices and all other communications
provided for in the Agreement shall be in writing and shall be deemed to have
been duly given when delivered by hand, delivered by a nationally-recognized
overnight courier service, or mailed by United States registered mail, return
receipt requested, postage prepaid, as follows:


 


If to the Bank:


 


Federal Home Loan Bank of
Boston 

111 Huntington Avenue, 24th Floor

Boston, MA 02199-7614

Attention: Chair of the Board of Directors


 


With a copy to the Chair
of the Personnel Committee of the Board of Directors


 


If to the Executive:


 


Mr. Edward A. Hjerpe, III


(at home address)


 


or such other address as
either party may have furnished to the other in writing in accordance
herewith.  Any notice shall be effective
upon receipt.


 


9.                                      Legal Fees and Expenses.  The Bank shall reimburse all reasonable
out-of-pocket legal fees and expenses which the Executive has actually incurred
as a result of the Bank’s


 

















 


contesting in bad faith the validity or
enforceability of this Agreement or the calculation of amounts payable
hereunder, with the fees and expenses to be paid promptly by the Bank and in
any event no later than March 15th of the year immediately
following the year in which such fees and expenses were incurred.


 


10.                               Term.  This Agreement shall become effective on the
date the Executive commences his employment with the Bank (the “Commencement
Date”) and shall terminate upon the Executive’s Termination of Employment
(except to the extent obligations remain following a Covered Termination).


 


11.                               Acknowledgement of Public Filing Requirements.  The Executive hereby
acknowledges and agrees that (i) the Executive’s position constitutes a “named
executive officer” within the meaning of Item 402(a)(3) of Regulation S-K
(or any successor regulation); and (ii) this Agreement is a compensatory
agreement that the Bank, as a Securities and Exchange Commission (“SEC”)
registrant, must file and describe in public filings with the SEC in accordance
with applicable securities laws and SEC regulations.


 


12.                               Miscellaneous.


 


(a)                                 No Modification.  No provisions of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing signed by the party or parties hereto to be bound.


 


(b)                                No Waiver.  No waiver by either party hereto at any time
of any breach by the other party hereto of, or compliance with, any condition
or provision of this Agreement to be performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or conditions at the same
or at any prior or subsequent time.


 


(c)                                 Entire
Agreement.  No
agreements or representations, oral or otherwise, express or implied, with respect
to the subject matter hereof have been made by either party which are not set
forth expressly in this Agreement.


 


(d)                                Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth of Massachusetts (excluding
conflict of laws principles), except to the extent such law is preempted by the
federal laws of the United States.


 


(e)                                 Pleadings.  Section or paragraph headings contained
herein are for convenience of reference only and are not to be considered a
part of this Agreement.


 


(f)                                   Validity.  The invalidity or unenforceability of any
provisions of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and
effect.


 


(g)                                Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.


 

















 


IN WITNESS WHEREOF, this
Agreement is executed as of the date first written above and is effective as of
the Commencement Date.


 


 


	
   

  	
   

  	
   

  	
   

  
	
  THE EXECUTIVE:

  	
   

  	
  FEDERAL HOME LOAN BANK
  OF BOSTON:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Edward A.
  Hjerpe, III

  	
   

  	
   

  	
  Jan A. Miller

  
	
   

  	
   

  	
   

  	
  Chair, Board of
  Directors

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Mark E. Macomber

  
	
   

  	
   

  	
   

  	
  Chair, Personnel
  Committee of the Board of Directors

  
						



 

















 


ATTACHMENT II TO
OFFER LETTER


 


DISPOSITION
OF MEMBER EQUITY INTERESTS


 


The Board of Directors of
the Federal Home Loan Bank of Boston (“the Bank”) and Edward A. Hjerpe III
agree to the following regarding the disposition of equity interests in certain
member institutions of the Bank or their affiliates or parent holding companies
currently held by Mr. Hjerpe and his immediate family members (“Hjerpe
Equity Interests”):


 


·                 Mr. Hjerpe will dispose of all
Hjerpe Equity Interests, with the exception of equity interests in Webster
Financial Corporation (“Webster Bank Equity Interests”), prior to his initial
date of employment with the Bank.


 


·                 Neither Mr. Hjerpe nor his immediate
family members will purchase additional equity interests in any Member
institutions or their affiliates or parent holding companies prior to the
commencement of, or during the course of, his employment with the Bank.  Provided, however, Mr. Hjerpe and/or his
immediate family members may have interests in Member institutions or their
parent holding companies arising solely through ownership of shares of
diversified mutual funds as described in the Bank’s Code of Ethics and Business
Conduct.


 


·                 The Governance/Government Relations
Committee of the Board of Directors (“Governance Committee”) and Mr. Hjerpe
will resolve ownership of Webster Bank Equity Interests held as of Mr. Hjerpe’s
initial date of employment with the Bank within six (6) months of his
initial date of employment.  During this
six month period, the Bank and Mr. Hjerpe agree to make good faith efforts
to identify and consider alternative resolutions to the Webster stock ownership
issue.  Should the parties be unable to
resolve the ownership to the satisfaction of the Bank’s Board of Directors and Mr. Hjerpe,
and in compliance with all applicable laws or regulations, Mr. Hjerpe
agrees to dispose of such equity interests no later than six months from his
initial date of employment.


 


·                 The Governance Committee will oversee the
implementation of this Agreement and any future agreements regarding
disposition and/or ownership of Webster Bank Equity Interests.   All sales will be subject to the pre-approval
of the Chair or Vice Chair of the Governance Committee in consultation with the
Director of Internal Audit or his designee. 
The Governance Committee shall ratify all such sales at its next
regularly scheduled meeting and perform reviews as appropriate to ensure
compliance with this and future agreements and the Bank’s internal policies.


 


·                 So long as Mr. Hjerpe continues to
have Webster Bank Equity Interests under his control, such control to be
determined by the Bank’s Governance Committee, Mr. Hjerpe will recuse
himself from all matters dealing specifically with Webster Bank and/or any
affiliates of Webster Bank but will not be required to recuse himself from
general matters affecting some and/or all Members.


 


·                 This Agreement and any future agreements
regarding the disposition or ownership of Webster Bank Equity Interests will be
contingent on approval by the Bank’s Board of Directors and satisfaction of any
applicable laws and regulations in effect at the time 


 


	
   

  	
  Initials:

  	
   

  
	
   

  	
  Date:

  	
   

  



 

















 


of the actual
disposition or agreements regarding ownership of Webster Bank Equity Interests,
which may include, but is not limited to, a successful review by the Director
of the Federal Housing Finance Agency.


 


	
   

  	
  Initials:

  	
   

  
	
   

  	
  Date: