**Exhibit 10.1****AMENDED AND RESTATED MASTER SERVICE AGREEMENT**     This Amended and Restated Master Service Agreement is made as of March 31, 2006 (the“Agreement”) between Webster Bank, National Association (the “Servicer”), a national bankingassociation, and Webster Preferred Capital Corporation, a corporation organized under the laws ofConnecticut (the “Customer”).     WHEREAS, the Servicer desires to provide and the Customer desires to obtain certain services(the “Services” or individually a “Service”), including, but not limited to, the following:     (1) data processing services as described in Exhibit A annexed hereto, including thepreparation of reports and other back office operations support services as necessary to providesaid data processing services;     (2) loan servicing for all mortgage loans held by the Customer as described in ExhibitB annexed hereto;     (3) nonperforming loan servicing and foreclosure services as described in Exhibit Cannexed hereto; and     (4) investment and funds management services as described in Exhibit D annexed hereto.     In addition, the Customer and Servicer desire to establish an intercompany financingarrangement as described in Exhibit E annexed hereto, to facilitate performance of all oftheir duties, obligations and responsibilities pursuant to the terms of this Agreement, to providefor working capital and for any other purpose deemed necessary by the Customer and Servicer in amanner consistent with the terms of the Agreement.     NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions set forthherein, the parties hereto agree as follows:     1. The Servicer hereby agrees to provide the Services described in Exhibits A throughD annexed hereto for the Customer at the rates set forth in Exhibit F annexedhereto.     2. The Servicer and Customer hereby agrees to enter into an intercompany financingarrangement, as described in Exhibit E annexed hereto. Interest shall be due on balance atthe rate set forth in Exhibit F annexed hereto.     3. The Servicer shall revise Exhibit F to modify the rates set forth on ExhibitF from time to time during the Initial Term and each Renewal Term to reflect changes in theactual costs incurred or estimated costs to be incurred by the Servicer in providing the Servicesto the
 

 
Customer. Such revised Exhibit F shall be substituted for the ExhibitF then in effect and shall become effective upon the date set forth in such a revisedExhibit F.     4. (a) The Customer represents that Exhibits A through D contain a generaldescription of the Services to be furnished by the Servicer to the Customer. In performing theseServices, the scope of the work undertaken and the manner of its performance shall be substantiallythe same as for similar work performed by the Servicer for transactions on its own behalf, withsuch modifications as may be appropriate in order to accomplish the purposes of this Agreement.The Servicer shall give the Customer reasonable notice of all information technology system changesaffecting the Customer’s procedures or reports as these changes pertain to the Services.          (b) The Servicer reserves the right to alter the contents of reports, eliminate reports, addreports or change the frequency of delivery of reports described in Exhibits A throughD.          (c) If the changes referred to in paragraph (a) or (b) are not acceptable to the Customer, theCustomer may terminate this Agreement on thirty (30) days’ notice, provided such notice isgiven within ten (10) days after the Customer has received notice of such change.     5. It is understood and agreed that the performance of the Services may be subject toregulation and examination by authorized representatives of the federal banking regulatoryagencies, or state regulatory agencies to the extent not preempted by applicable federal laws orregulations, and that each party is and shall be authorized to submit or furnish to any suchregulatory agency reports, information, assurances and other data as may be required by, orreasonably requested of, it under applicable laws and regulations, including, without limitation,any appropriate notifications concerning the initiation or termination of this Agreement or any ofthe Services provided to the Customer. Each party shall afford the other party or any examiners orauthorized representatives of federal banking regulatory agencies (or state regulatory agencies, tothe extent applicable) or either of the parties’ independent auditors or legal counsel access toloan documentation or any other data governed by this Agreement.     6. The Servicer shall, with appropriate charge, promptly make any and all modifications to theCustomer’s forms, documents or reporting methods that are required to comply with any statute,regulation, administrative rule or other legal requirement, or any applicable supervisory guidance.The Servicer, subject to Customer providing reasonable notice as established by Servicer, shallmake and implement these modifications by such time as the modifications may be necessary orrequired.     7. After the end of each calendar month that this Agreement is in effect, the Servicer shallinvoice the Customer for all fees and charges due the Servicer and the Customer shall pay each suchinvoice upon receipt thereof. The rates set forth in Exhibit F are exclusive of all taxes,however designated, imposed on any amount payable hereunder for the Services or their provision tothe Customer. Any sales and use taxes, however designated, and if applicable, shall be theresponsibility of and shall be paid by the Customer.
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     8. In performing the Services, the Servicer shall be deemed to have an independentcontractual relationship with the Customer. It is agreed that the Servicer and the Customer arenot partners or parties to a joint venture, and that the Servicer is not to act as agent for theCustomer, but is to act as an independent contractor. The Servicer shall not be deemed to have anycontractual or other relationship with the Customer’s customers. In no event shall any of theCustomer’s customers be considered a third party beneficiary of this Agreement. To the extent thatthird parties may make claims against the Servicer arising out of the Services, the Customer agreesto indemnify and hold harmless the Servicer from and against all loss, liability, claim, action,demand or suits, including attorneys’ fees arising therefrom.     9. All programs, whether standard Servicer programs or programs developed specifically for theCustomer, files and documentation are the property of the Servicer, unless otherwise specified inthis Agreement. Upon termination of the Services, the Servicer will make available to the Customerall data contained in all master files and transaction files then available that are relevant tothe Services. Any expense incurred by the Servicer in providing such information shall be paid forby the Customer at the Servicer’s then prevailing rates.     10. Each party shall indemnify and hold the other party harmless against any loss, damages,penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and otherreasonable costs and expenses resulting from any claim, demand, defense or assertion to the extentthat it results from a breach of the covenants, representations and warranties contained in thisAgreement. Upon receipt of notice of any such claim, demand, defense or assertion, the partyseeking indemnification shall promptly give written notice thereof to the other party. The partiesagree to cooperate in defense or prosecution of any claim, demand, defense or assertion, based onor grounded upon, or resulting from, a breach of the covenants, representations and warrantiescontained in this Agreement.     11. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN, THE SERVICER MAKES NO WARRANTIES ORREPRESENTATIONS AS TO THE SERVICES, EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING, BUT NOTLIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.     12. The liability of the Servicer to the Customer for any loss due to the Servicer’sperforming, or failing to perform, the Services shall be contingent upon the Customer’s compliancewith its obligations herein and shall be limited to those losses sustained by the Customer whichare a direct result of the Servicer’s gross negligence or willful misconduct; provided,however, that the Servicer’s only liability to the Customer arising from any interruptionsin, or delay or unavailability of, the Services or any errors or omissions in the Services or anyloss of data, shall be to restore any Service which is interrupted or is delayed or becomesunavailable, as promptly as reasonably practicable and, in the case of any error or omission withrespect to a Service or loss of data, to correct such error or omission or regenerate any lostdata; provided, further, that the Servicer shall not be obligated hereunder tocorrect any error or omission in the Services if it would not ordinarily correct such error oromission for transactions on its own behalf,.
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     13. The Servicer shall not be responsible or liable for its failure or delay in performance ofthe Services when such failure or delay arises out of, results from, or is caused by any act oromission of the Customer or by any event beyond the control of the Servicer, including, but notlimited to, fire, flood or other catastrophe, legal acts of a public authority, strikes, riots,failure of communications or power supply.     14. Notwithstanding anything contained herein to the contrary, the aggregate amount of anymoney damages to which the Customer and any and all other parties claiming by, through or under theCustomer, may be entitled as the result of any claim against the Servicer (regardless of whethersuch claims are based on contract, tort (including negligence and strict liability), warranty orother legal or equitable grounds) shall be limited to an amount equal to the lesser of (a) theactual amount of such losses, damages, injuries, claims, costs or expenses or (b) the aggregateannual amount payable by the Customer to the Servicer for the Service affected, as stated onExhibit F.     15. Notwithstanding anything contained herein to the contrary, the Servicer shall not incurany liability or obligation under this Agreement by reason of any loss or damage to the Customercaused by an error or omission of the Servicer unless the Customer shall have informed the Servicerof such error or omission within two business days after the discovery thereof. The Customeragrees to use diligent efforts to reconstruct any lost data, records or materials, and, ifappropriate, to charge back to the Customer’s depositors’ accounts and the forwarding banks’accounts, and to obtain refunds from its depositors’ forwarding banks and endorsers’ banks. If theServicer carries insurance against the type of loss incurred, the Customer agrees to cooperate infurnishing proof of loss in a form satisfactory to the Servicer’s insurance company and to assistthe Servicer and its insurance company in settlement of the claim.     16. In the event of any material breach of a party’s obligations under this Agreement (an“Event of Default”), the other party shall provide a written notice of such Event of Default and ademand that such Event of Default be cured. In the event the breaching party fails in good faithto cure such Event of Default within ten days following receipt of such notice and demand, thenon-defaulting party may terminate this Agreement or take legal action to obtain specificperformance, injunction or other equitable relief, as well as any other remedies as may beavailable at law subject to the limitations set forth in this Agreement.     17. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IT IS HEREBY AGREED THAT IN NO EVENTWILL THE SERVICER BE LIABLE FOR ANY LOST PROFIT OR OTHER INDIRECT, SPECIAL, INCIDENTAL ORCONSEQUENTIAL DAMAGES THAT THE CUSTOMER MAY INCUR OR EXPERIENCE BY REASON OF HAVING ENTERED INTO ORRELIED ON THIS AGREEMENT OR ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, EVEN IF THE SERVICERHAS BEEN ADVISED OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES; NOR SHALL THE SERVICERBE LIABLE FOR ACTS OF GOD, MACHINE OR COMPUTER BREAKDOWN OR MALFUNCTION, INTERRUPTION ORMALFUNCTION OF
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COMMUNICATIONS OR POWER SUPPLY, LABOR DIFFICULTIES OR ANY OTHER SIMILAR CAUSE ORCATASTROPHE BEYOND THE SERVICER’S CONTROL.     18. The Customer may not assign this Agreement nor any of its rights or obligations hereunderwithout the written consent of the Servicer. The Servicer may assign this Agreement and any of itsrights and obligations (including, without limitation, its obligation to provide the Services) toany affiliate of the Customer. In the event the Customer is no longer an affiliate of the Servicer(or its successors or assigns), this Agreement shall automatically terminate.     19. This Agreement shall be governed by, and construed and enforced in accordance with thelaws of the State of Connecticut.     20. The Servicer will regard and preserve as confidential all data of a confidential naturerelated to the business of the Customer and provided by the Customer to the Servicer. The Servicerwill take the same precautions to preserve such confidential information as the Servicer takes withrespect to its own confidential information.     21. This Agreement may be terminated at any time by a written agreement between the partiesand at any time by either party upon ten days prior written notice to the other party.     22. No waiver of any of the terms or conditions of this Agreement shall be effective orbinding unless such waiver is in writing and is signed by both of the parties hereto, nor shallthis Agreement be changed, modified, discharged or terminated other than in accordance with itsterms, in whole or in part, except by a writing signed by both parties.     23. All communications and notices relating to this Agreement are to be sent:   If to the Servicer: Harriet Munrett Wolfe  Executive Vice President, General Counsel and Secretary  Webster Bank, National Association  Webster Plaza  145 Bank Street  Waterbury, CT 06702   If to WPCC: William T. Bromage  President  Webster Preferred Capital Corporation  145 Bank Street  Waterbury, CT 06702or to such other address as a party may designate to the other. Such notices shall be deemed dulygiven three days after they are mailed or upon delivery if they are hand delivered.
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     24. Whenever possible, each provision of this Agreement will be interpreted in such manner asto be effective and valid under applicable law, but if any provision of this Agreement is held tobe prohibited by or invalid under applicable law, such provision will be in effect only to theextent of such prohibition or invalidity, without invalidating the remainder of such provisionor the remaining provisions of this Agreement.     25. This Agreement constitutes the entire agreement of the parties hereto. It shall supersedethe Master Service Agreement between the two parties dated March 17, 1997. There are no further orother agreements or understandings, written or oral, in effect between the parties relating to thesubject matter of this Agreement, except the Amended and Restated Service Agreement dated March 31,2006.     26. This Agreement shall be binding upon and inure solely to the benefit of each party hereto,and nothing in this Agreement, express or implied, is intended to confer upon any other person anyrights or remedies of any nature whatsoever under or by reason of this Agreement.     27. This Agreement may be executed by the parties hereto in separate counterparts, each ofwhich when so executed shall be deemed to be an original and all of which taken together shallconstitute but one and the same Agreement.[**Signatures on following page**]
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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by theirrespective officers thereunto authorized, as of the date first written above.      **WEBSTER BANK, NATIONAL ASSOCIATION**