##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q







|x | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended September 30, 2008

OR



| ̈ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ----------------------------------------------------------------------------------------

Commission File Number: 0-23513





WEBSTER PREFERRED CAPITAL
CORPORATION

(Exact name of registrant as specified in its charter)







|                                                               |  |                                          
|-------------------------------------------------------------- |  | -----------------------------------------
|Connecticut                                                    |  | 06-1478208                               
|(State or other jurisdiction of incorporation or organization) |  | (I. R. S. Employer Identification Number)



|                                         |  |           
|---------------------------------------- |  | ----------
|145 Bank Street, Waterbury, Connecticut  |  | 06702     
|(Address of principal executive offices) |  | (Zip Code)

Registrants telephone number, including area code: (203) 465-4366





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    x  Yes     ̈  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



|                          |  |                                               |  |                         |  |                            
|------------------------- |  | --------------------------------------------- |  | ----------------------- |  | ---------------------------
|Large accelerated filer  ̈ |  | Accelerated filer  ̈                           |  | Non-accelerated filer x |  | Smaller reporting company  ̈
|                          |  | (Do not check if a smaller reporting company) |  |                        

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes   ̈    No  x

The number of shares outstanding of each of the registrants classes of common stock, as of October 31, 2008 was: 100 shares.









---

##### Table of Contents

WEBSTER PREFERRED CAPITAL CORPORATION

INDEX



|                                                                                              |  |                                                                                |  |  
|--------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------ |  | -
|                                                                                              |  | Page                                                                          
|PART I - FINANCIAL INFORMATION                                                                |  |                                                                               
|                                                                                              | 
|Item 1. Interim Financial Statements (unaudited):                                             |  |                                                                               
|                                                                                              |  |                                                                               
|                                                                                              |  | Balance Sheets at September 30, 2008 and December 31, 2007                     |  | 3
|                                                                                              |  |                                                                               
|                                                                                              |  | Statements of Income for the Three and Nine Months September 30, 2008 and 2007 |  | 4
|                                                                                              |  |                                                                               
|                                                                                              |  | Statements of Cash Flows for the Nine Months ended September 30, 2008 and 2007 |  | 5
|                                                                                              |  |                                                                               
|                                                                                              |  | Notes to Interim Financial Statements                                          |  | 6
|                                                                                              | 
|Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 10                                                                            
|                                                                                              | 
|Item 3. Quantitative and Qualitative Disclosures About Market Risk                            |  | 14                                                                            
|                                                                                              | 
|Item 4. Controls and Procedures                                                               |  | 15                                                                            
|                                                                                              | 
|PART II  OTHER INFORMATION                                                                   |  | 15                                                                            
|                                                                                              | 
|Item 1.Legal Proceedings                                                                      |  | 15                                                                            
|                                                                                              | 
|Item 1A. Risk Factors                                                                         |  | 15                                                                            
|                                                                                              | 
|Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                           |  | 15                                                                            
|                                                                                              | 
|Item 3. Defaults Upon Senior Securities                                                       |  | 15                                                                            
|                                                                                              | 
|Item 4. Submission of Matters to a Vote of Security Holders                                   |  | 15                                                                            
|                                                                                              | 
|Item 5. Other Information                                                                     |  | 15                                                                            
|                                                                                              | 
|Item 6. Exhibits                                                                              |  | 15                                                                            
|                                                                                              | 
|SIGNATURE                                                                                     |  | 17                                                                            
|                                                                                              | 
|EXHIBITS                                                                                      |  | 18                                                                            



2



---

##### Table of Contents

|Item 1. | INTERIM FINANCIAL STATEMENTS
|------- | ----------------------------

WEBSTER PREFERRED CAPITAL CORPORATION

BALANCE SHEETS

(unaudited)



|                                                                                                                                                                            |  |                   |         |   |                  |   |         |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ------- | - | ---------------- | - | ------- | -
|(In thousands, except share and per share data)                                                                                                                             |  | September 30,2008 |         |   | December 31,2007 |  
|Assets                                                                                                                                                                      |  |                   |         |   |                  |   |         |  
|                                                                                                                                                                            |  |                  
|Cash                                                                                                                                                                        |  | $                 | 4,175   |   |                  | $ | 2,543   |  
|Short-term investments                                                                                                                                                      |  |                   | 10,000  |   |                  |   | 51,000  |  
|Residential mortgage loans, net                                                                                                                                             |  |                   | 242,468 |   |                  |   | 272,862 |  
|Accrued interest receivable                                                                                                                                                 |  |                   | 1,040   |   |                  |   | 1,184   |  
|Other real estate owned                                                                                                                                                     |  |                   | 84      |   |                  |   |        |  
|Prepaid expenses and other assets                                                                                                                                           |  |                   | 7       |   |                  |   | 313     |  
|                                                                                                                                                                            |  |                   |         |   |                  |   |         |  
|Total assets                                                                                                                                                                |  | $                 | 257,774 |   |                  | $ | 327,902 |  
|                                                                                                                                                                            |  |                   |         |   |                  |   |         |  
|                                                                                                                                                                            |  |                  
|Liabilities and Shareholders Equity                                                                                                                                        |  |                   |         |   |                  |   |         |  
|                                                                                                                                                                            |  |                  
|Accrued dividends payable                                                                                                                                                   |  | $                 | 180     |   |                  | $ | 180     |  
|Accrued expenses and other liabilities                                                                                                                                      |  |                   | 219     |   |                  |   | 39      |  
|                                                                                                                                                                            |  |                   |         |   |                  |   |         |  
|Total liabilities                                                                                                                                                           |  |                   | 399     |   |                  |   | 219     |  
|                                                                                                                                                                            |  |                   |         |   |                  |   |         |  
|                                                                                                                                                                            |  |                  
|Shareholders Equity                                                                                                                                                        |  |                   |         |   |                  |   |         |  
|                                                                                                                                                                            |  |                  
|Series B 8.625% cumulative redeemable preferred stock, liquidation preference $10 per share; par value $1.00 per share: 1,000,000 shares
authorized, issued and outstanding |  |                   | 1,000   |   |                  |   | 1,000   |  
|Common stock, par value $.01 per share:                                                                                                                                     |  |                   |         |   |                  |   |         |  
|Authorized  1,000 shares                                                                                                                                                   |  |                   |         |   |                  |   |         |  
|Issued and outstanding  100 shares                                                                                                                                         |  |                   | 1       |   |                  |   | 1       |  
|Paid-in capital                                                                                                                                                             |  |                   | 258,799 |   |                  |   | 328,799 |  
|Distributions in excess of accumulated earnings                                                                                                                             |  |                   | (2,425  | ) |                  |   | (2,117  | )
|                                                                                                                                                                            |  |                   |         |   |                  |   |         |  
|Total shareholders equity                                                                                                                                                  |  |                   | 257,375 |   |                  |   | 327,683 |  
|                                                                                                                                                                            |  |                   |         |   |                  |   |         |  
|Total liabilities and shareholders equity                                                                                                                                  |  | $                 | 257,774 |   |                  | $ | 327,902 |  
|                                                                                                                                                                            |  |                   |         |   |                  |   |         |  

See accompanying notes to interim financial statements



3



---

##### Table of Contents

WEBSTER PREFERRED CAPITAL CORPORATION

STATEMENTS OF INCOME

(unaudited)



|                                                                    |  |                                 |        |                                |   |        |  |      |         |  |   |         |  
|------------------------------------------------------------------- |  | ------------------------------- | ------ | ------------------------------ | - | ------ |  | ---- | ------- |  | - | ------- | -
|                                                                    |  | Three Months EndedSeptember 30, |        | Nine Months EndedSeptember 30, |  
|(Dollars in thousands, except per share data)                       |  | 2008                            |        | 2007                           |   | 2008   |  | 2007 |        
|Interest income:                                                    |  |                                 |        |                                |   |        |  |      |         |  |   |         |  
|Loans                                                               |  |                                 | 3,459  |                                | $ | 4,129  |  | $    | 10,933  |  | $ | 13,035  |  
|Short-term investments                                              |  |                                 | 48     |                                |   | 694    |  |      | 454     |  |   | 2,023   |  
|                                                                    |  |                                 |        |                                |   |        |  |      |         |  |   |         |  
|Total interest income                                               |  |                                 | 3,507  |                                |   | 4,823  |  |      | 11,387  |  |   | 15,058  |  
|                                                                    |  |                                 |        |                                |   |        |  |      |         |  |   |         |  
|Provision (recovery) for loan losses                                |  |                                 |       |                                |   |       |  |      | 170     |  |   | (250    | )
|                                                                    |  |                                 |        |                                |   |        |  |      |         |  |   |         |  
|Total interest income after provision for (recovery of) loan losses |  |                                 | 3,507  |                                |   | 4,823  |  |      | 11,217  |  |   | 15,308  |  
|                                                                    |  |                                 |        |                                |   |        |  |      |         |  |   |         |  
|Noninterest expense:                                                |  |                                 |        |                                |   |        |  |      |         |  |   |         |  
|Advisory fee to parent                                              |  |                                 | 51     |                                |   | 51     |  |      | 154     |  |   | 154     |  
|Forclosed property expenses                                         |  |                                 | 59     |                                |   |       |  |      | 68      |  |   |        |  
|Other                                                               |  |                                 | 24     |                                |   | 34     |  |      | 82      |  |   | 109     |  
|                                                                    |  |                                 |        |                                |   |        |  |      |         |  |   |         |  
|Total noninterest expense                                           |  |                                 | 134    |                                |   | 85     |  |      | 304     |  |   | 263     |  
|                                                                    |  |                                 |        |                                |   |        |  |      |         |  |   |         |  
|Net income                                                          |  |                                 | 3,373  |                                |   | 4,738  |  |      | 10,913  |  |   | 15,045  |  
|Preferred stock dividends                                           |  |                                 | 216    |                                |   | 216    |  |      | 647     |  |   | 647     |  
|                                                                    |  |                                 |        |                                |   |        |  |      |         |  |   |         |  
|Net income available to common shareholder                          |  | $                               | 3,157  |                                | $ | 4,522  |  | $    | 10,266  |  | $ | 14,398  |  
|                                                                    |  |                                 |        |                                |   |        |  |      |         |  |   |         |  
|Net income per common share:                                        |  |                                 |        |                                |   |        |  |      |         |  |   |         |  
|Basic                                                               |  | $                               | 31,570 |                                | $ | 45,220 |  | $    | 102,660 |  | $ | 143,980 |  

See accompanying notes to interim financial statements



4



---

##### Table of Contents

WEBSTER PREFERRED CAPITAL CORPORATION

STATEMENTS OF CASH FLOWS

(unaudited)



|                                                                                  |  |                                |         |   |      |   |          |  
|--------------------------------------------------------------------------------- |  | ------------------------------ | ------- | - | ---- | - | -------- | -
|                                                                                  |  | Nine Months endedSeptember 30, |        
|(In thousands)                                                                    |  | 2008                           |         |   | 2007 |  
|Cash flow from operating activities:                                              |  |                                |         |   |      |   |          |  
|Net income                                                                        |  | $                              | 10,913  |   |      | $ | 15,045   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                                |         |   |      |   |          |  
|Net amortization and accretion                                                    |  |                                | 148     |   |      |   | 127      |  
|Write-down of REO                                                                 |  |                                | 56      |   |      |   |         |  
|Provison for (recovery of) loan losses                                            |  |                                | 170     |   |      |   | (250     | )
|Decrease in accrued interest receivable                                           |  |                                | 144     |   |      |   | 564      |  
|Increase in accrued expenses and other liabilities                                |  |                                | 180     |   |      |   | 14       |  
|Decrease in prepaid expenses and other assets                                     |  |                                | 306     |   |      |   | 1,566    |  
|                                                                                  |  |                                |         |   |      |   |          |  
|Net cash provided by operating activities                                         |  |                                | 11,917  |   |      |   | 17,066   |  
|                                                                                  |  |                                |         |   |      |   |          |  
|                                                                                  |  |                               
|Cash flow from investing activities:                                              |  |                                |         |   |      |   |          |  
|Net decrease in short-term investments                                            |  |                                | 41,000  |   |      |   | 50,000   |  
|Net decrease in residential mortgage loans                                        |  |                                | 29,936  |   |      |   | 88,402   |  
|                                                                                  |  |                                |         |   |      |   |          |  
|Net cash provided by investing activities                                         |  |                                | 70,936  |   |      |   | 138,402  |  
|                                                                                  |  |                               
|Cash flow from financing activities:                                              |  |                                |         |   |      |   |          |  
|Dividends paid on common and preferred stock                                      |  |                                | (11,221 | ) |      |   | (15,977  | )
|Return of capital dividends                                                       |  |                                | (70,000 | ) |      |   | (185,000 | )
|                                                                                  |  |                                |         |   |      |   |          |  
|Net cash used in financing activities                                             |  |                                | (81,221 | ) |      |   | (200,977 | )
|                                                                                  |  |                                |         |   |      |   |          |  
|Increase (decrease) in cash and cash equivalents                                  |  |                                | 1,632   |   |      |   | (45,509  | )
|Cash and cash equivalents at beginning of year                                    |  |                                | 2,543   |   |      |   | 56,356   |  
|                                                                                  |  |                                |         |   |      |   |          |  
|Cash and cash equivalents at end of period                                        |  | $                              | 4,175   |   |      | $ | 10,847   |  
|                                                                                  |  |                                |         |   |      |   |          |  
|                                                                                  |  |                               
|Noncash investing and financing activities:                                       |  |                                |         |   |      |   |          |  
|Transfer of loans and leases, net to foreclosed properties                        |  | $                              | 140     |   |      | $ |         |  

See accompanying notes to interim financial statements.



5



---

##### Table of Contents

WEBSTER PREFERRED CAPITAL CORPORATION

NOTES TO INTERIM FINANCIAL STATEMENTS

(unaudited)

NOTE 1: Basis Of Presentation

The accompanying unaudited interim financial statements represent the accounts of Webster Preferred Capital Corporation (the Company or WPCC), a wholly-owned subsidiary of Webster Bank, and
have been prepared in conformity with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by U.S. generally accepted accounting principles (GAAP) for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary
for a fair presentation have been included. Amounts in prior period financial statements are reclassified whenever necessary to conform to current period presentations. The results of operations for the three and nine months ended September 30,
2008 are not necessarily indicative of the results which may be expected for the year as a whole.

The preparation of the Interim Financial Statements in
conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, as of the date
of the Interim Financial Statements, and the reported amounts of revenues and expenses for the periods presented. Actual results could differ from those estimates. These Interim Financial Statements should be read in conjunction with the audited
Financial Statements and Notes thereto included in WPCCs Annual Report on Form 10-K for the year ended December 31, 2007.

NOTE 2:
Residential Mortgage Loans, Net

Loans represent assets that the Company acquires from Webster Bank at carrying value. While these transfers
represent legal sales by Webster Bank, Webster Bank may not record the transfers as sales for GAAP accounting purposes because of its 100% direct ownership interest in the Company. Accordingly, the Companys assets represent non-recourse
receivables from Webster Bank which are fully collateralized by the underlying loans. The underlying loans are whole loans secured by first mortgages or deeds of trust on single family (one-to-four unit) residential real estate properties located
primarily in Connecticut. The assets continue to be classified as residential loans in the Companys financial statements because the returns on and the recoverability of these non-recourse receivables are entirely dependent on the performance
of the underlying residential loans.

Loans are stated at the principal amounts outstanding, adjusted by net deferred loan costs, fees, premiums, and the
allowance for loan losses. Interest on loans is credited to income as earned based on the rate applied to principal amounts outstanding. Interest which is more than 90 days past due is not accrued. Such interest ultimately collected, if any, is
credited to income in the period received. Deferred loan costs, fees and premiums on loans acquired are recognized in interest income over the lives of the loans using a method approximating the interest method. Servicing fees paid to the Servicer
(as defined in Note 3 below) are recorded in interest income.



6



---

##### Table of Contents

A summary of the Companys residential mortgage loans by type and original maturity follows:



|                                          |  |                   |         |   |                  |   |         |  
|----------------------------------------- |  | ----------------- | ------- | - | ---------------- | - | ------- | -
|(In thousands)                            |  | September 30,2008 |         |   | December 31,2007 |  
|Fixed-rate loans:                         |  |                   |         |   |                  |   |         |  
|15 yr. loans                              |  | $                 | 21,615  |   |                  | $ | 26,465  |  
|20 yr. loans                              |  |                   | 6,279   |   |                  |   | 6,610   |  
|25 yr. loans                              |  |                   | 3,058   |   |                  |   | 3,140   |  
|30 yr. loans                              |  |                   | 128,670 |   |                  |   | 136,124 |  
|                                          |  |                   |         |   |                  |   |         |  
|Total fixed-rate loans                    |  |                   | 159,622 |   |                  |   | 172,339 |  
|                                          |  |                   |         |   |                  |   |         |  
|Adjustable-rate loans:                    |  |                   |         |   |                  |   |         |  
|15 yr. loans                              |  |                   | 456     |   |                  |   | 547     |  
|20 yr. loans                              |  |                   | 562     |   |                  |   | 594     |  
|25 yr. loans                              |  |                   | 455     |   |                  |   | 487     |  
|30 yr. loans                              |  |                   | 82,487  |   |                  |   | 99,700  |  
|                                          |  |                   |         |   |                  |   |         |  
|Total adjustable-rate loans               |  |                   | 83,960  |   |                  |   | 101,328 |  
|                                          |  |                   |         |   |                  |   |         |  
|Total residential mortgage loans          |  |                   | 243,582 |   |                  |   | 273,667 |  
|                                          |  |                  
|Premiums and deferred costs on loans, net |  |                   | 819     |   |                  |   | 967     |  
|Less: allowance for loan losses           |  |                   | (1,933  | ) |                  |   | (1,772  | )
|                                          |  |                   |         |   |                  |   |         |  
|Residential mortgage loans, net           |  | $                 | 242,468 |   |                  | $ | 272,862 |  
|                                          |  |                   |         |   |                  |   |         |  

As of September 30, 2008, 65.5% of the Companys residential mortgage loans are fixed-rate loans and
34.5% are adjustable-rate loans.

There was a charge off of $9,000 and provision for loan losses of $170,000 recorded in the nine months ended
September 30, 2008 and a recovery of loan reserves of $250,000 for the comparable period in 2007.

Total delinquent loans at September 30, 2008
was $1.5 million, an increase of $167,000 from September 30, 2007. A loan is deemed to be delinquent for reporting purposes when it is more than 30 days past due. The increase in delinquency is a direct result of the difficult economic
conditions that exist in the Companys primary markets.

During the nine months ended September 30, 2008, there was a $140,000 in mortgage loan
that was transferred to other real estate owned.

There has been significant disruption and volatility in the financial and capital markets. Turmoil in the
mortgage market adversely impacted both domestic and global markets, and led to a significant credit and liquidity crisis. The disruption has been exacerbated by the continued value declines in the real estate and housing market. The Company is not
immune to some negative consequences arising from overall economic weakness and, in particular, a sharp downturn in the housing market. Decreases in real estate values could adversely affect the value of property used as collateral for our loans.
Adverse changes in the economy may have a negative effect on the ability of our borrowers to make timely loan payments, which would have an adverse impact on our earnings. A further increase in loan delinquencies would decrease our net interest
income and adversely impact our loan loss experience, causing potential increases in our provision for loan losses and allowance for loan losses.



7



---

##### Table of Contents

NOTE 3: Servicing

The mortgage loans owned by the Company are serviced by Webster Bank, National Association (Webster Bank) pursuant to the terms of a servicing agreement. Webster Bank, in its role as servicer under the terms of the servicing
agreement, is herein referred to as the Servicer. The Servicer receives fees at an annual rate of (i) 8 basis points for fixed-rate loan servicing and collection, (ii) 8 basis points for variable-rate loan servicing and
collection and (iii) 5 basis points for all other services to be provided, as needed, in each case based on the daily outstanding balances of all the Companys loans for which the Servicer is responsible. The services provided to the
Company by Webster Bank are at the level of a sub-servicing agreement. As such, the Company estimates that the fees paid to Webster Bank for servicing approximates fees that would be paid if the Company operated as an unaffiliated entity. Servicing
fees paid for the three and nine months ended September 30, 2008 were $50,000 and $155,000, respectively, and for the three and nine months ended September 30, 2007 were $58,000 and $184,000. Servicing fees are netted against interest
income in the Statements of Income, as they are considered a reduction in yield to the Company.

The Servicer is entitled to retain any late payment
charges, prepayment fees, penalties and assumption fees collected in connection with mortgage loans serviced by it. The Servicer receives the benefit, if any, derived from interest earned on collected principal and interest payments between the date
of collection and the date of remittance to the Company and from interest earned on tax and insurance escrow funds with respect to mortgage loans serviced by it. At the end of each calendar month, the Servicer is required to invoice the Company for
all fees and charges due to the Servicer.

NOTE 4: Fair Value Measurements

Effective January 1, 2008, the Company adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements, for financial assets
and financial liabilities. In accordance with Financial Accounting Standards Board Staff Position (FSP) No. 157-2, Effective Date of FASB Statement No. 157, Webster will delay application of SFAS No. 157 for non-financial
assets and non-financial liabilities, until January 1, 2009. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair
value measurements.

SFAS No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market,
the most advantageous market for the asset or liability. The price in the principal (or most advantageous) market used to measure the fair value of the asset or liability shall not be adjusted for transaction costs. An orderly transaction is a
transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets and liabilities; it is not a forced transaction. Market
participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact and (iv) willing to transact.

SFAS No. 157 requires the use of valuation techniques that are consistent with the market approach, the income approach and/or the cost approach. The market approach uses prices and other relevant information
generated by market transactions involving identical or comparable assets and liabilities. The income approach uses valuation techniques to convert future amounts, such as cash flows or earnings, to a single present amount on a discounted basis. The
cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement cost). Valuation techniques should be consistently applied. Inputs to valuation techniques refer to the assumptions that
market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from
independent sources, or unobservable, meaning those that reflect the reporting entitys own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in
the circumstances. In that regard, SFAS No. 157 establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to
unobservable inputs. The fair value hierarchy is as follows:



| |  |  | Level 1 InputsUnadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access
at the measurement date.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Level 2 InputsInputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or
indirectly. These might include quoted prices for similar assets or liabilities in active markets,
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



8



---

##### Table of Contents

| | quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the
asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Level 3 InputsUnobservable inputs for determining the fair values of assets or liabilities that reflect an entitys own assumptions about the
assumptions that market participants would use in pricing the assets or liabilities.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

There were no financial assets and financial
liabilities measured at fair value on a recurring or non-recurring basis as of September 30, 2008.

Effective January 1, 2008, the Company
adopted the provisions of SFAS No. 159, The Fair Value Option for Financial Assets and Financial LiabilitiesIncluding an amendment of FASB Statement No. 115. SFAS No. 159 permits the Company to choose to measure
eligible items at fair value at specified election dates. The fair value option (i) may be applied instrument by instrument, with certain exceptions, thus the Company may record identical financial assets and liabilities at fair value or by
another measurement basis permitted under generally accepted accounting principals, (ii) is irrevocable (unless a new election date occurs) and (iii) is applied only to entire instruments and not to portions of instruments. Adoption of
SFAS No. 159 on January 1, 2008 did not have an significant impact on the Companys financial statements as the Company did not elect to report any additional financial assets or financial liabilities at fair value.



9



---

##### Table of Contents

WEBSTER PREFERRED CAPITAL CORPORATION



|Item 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

General

The Company is a subsidiary of Webster Bank and has elected to be treated as a real estate investment trust
(REIT) under the Internal Revenue Code of 1986, as amended (the Code). The Company will generally not be subject to federal income tax for as long as it maintains its qualification as a REIT, requiring among other things,
that it currently distribute to stockholders at least 90% of its REIT taxable income (not including capital gains and certain items of noncash income). The following discussion of the Companys financial condition and results of
operations should be read in conjunction with the Companys financial statements and other financial data included elsewhere herein and in conjunction with the Companys 2007 Annual Report on Form 10-K. During the nine months ended
September 30, 2008, there was a change in management of the Company. Mr. William T. Bromage resigned his position of President and Chairman effective June 30, 2008. Mr. James C. Smith was elected to fill
Mr. Bromages position of President and Chairman at the Company. In addition Mr. Douglas O. Hart was elected to serve as Chief Financial Officer.

Forward Looking Statements

This report contains forward looking statements within the meaning of the
Securities Exchange Act of 1934, as amended. Actual results, performance or developments may differ materially from those expressed or implied by such forward looking statements as a result of market uncertainties and other factors. Some important
factors that would cause actual results to differ from those in any forward looking statements include changes in interest rates and the general economy in the Connecticut market area where a substantial portion of the real estate securing the
Companys loans are located, legislative and regulatory changes, changes in tax laws and policies, and changes in accounting policies, principles or guidelines. Such developments could have an adverse impact on the Companys financial
position and results of operations. An example of such a forward looking statement is the Quantitative and Qualitative Disclosures About Market Risk section in Managements Discussion and Analysis. Except as required by law, the
Company does not undertake to update any such forward looking statements.

Summary

Total interest income of $3.5 million for the three months ended September 30, 2008 decreased $1.3 million or, 27.3%, compared to $4.8 million for the three months
ended September 30, 2007. Interest income for the nine months ended September 30, 2008 was $11.4 million, a decrease of $3.7 million, or 24.4% compared to $15.1 million for the nine months ended September 30, 2007.

For the three months ended September 30, 2008 average loans decreased $41.9 million and average short term investments decreased by $42.9 million compared to the
three months ended September 30, 2007. The yield on earning assets for the three months ended September 30, 2008 was 5.45% compared to 5.64 % for the three months ended September 30, 2007.

For the nine months ended September 30, 2008 average loans decreased by $49.0 million and short term investments decreased by $31.4 million compared to the nine
months ended September 30, 2008. The yield on earning assets for the nine months ended September 30, 2008 was 5.45% compared to 5.59% for the nine months ended September 30, 2008.

Changes in Financial Condition

Total assets, consisting
primarily of residential mortgage loans, were $257.8 million at September 30, 2008, a decrease of $70.1 million from $327.9 million at December 31, 2007. Residential mortgage loans decreased $30.4 million primarily as a result of principal
pay downs. (There were no loan transactions with Webster Bank during the first three quarters of 2008.) Short-term investments decreased by $41.0 million and cash increased by $1.6 million compared to December 31, 2007. The resulting net cash
was used to pay a $70.0 million return of capital dividend to Webster Bank in the first three quarters of 2008. Shareholders equity decreased by $70.3 million to $257.4 million at September 30, 2008 from $327.7 million at
December 31, 2007, due to the payment of $70.0 million in return of capital dividend and $11.2 million in common and preferred dividends partially offset by net income of $10.9 million for the first three quarters of 2008.



10



---

##### Table of Contents

Asset Quality

At September 30, 2008 and December 31, 2007, residential real estate loans comprised the entire loan portfolio. All residential loans were acquired from Webster Bank. The Company also invests in short-term investments.

The following table details the Companys past due loans:



|                                     |  |                    |     |           |                   |   |                  |                    |           |  |      |                  |  |           |     |  |      |  
|------------------------------------ |  | ------------------ | --- | --------- | ----------------- | - | ---------------- | ------------------ | --------- |  | ---- | ---------------- |  | --------- | --- |  | ---- | -
|                                     |  | September 30, 2008 |     |           | December 31, 2007 |   |                  | September 30, 2007 |          
|(In thousands)                       |  | PrincipalBalance   |     | % ofLoans |                   |   | PrincipalBalance |                    | % ofLoans |  |      | PrincipalBalance |  | % ofLoans |    
|Past Due 30-89 days                  |  |                    |     |           |                   |   |                  |                    |           |  |      |                  |  |           |     |  |      |  
|Residential loans                    |  | $                  | 846 |           | 0.35              | % |                  | $                  | 953       |  | 0.35 | %                |  | $         | 823 |  | 0.29 | %
|                                     |  |                    |     |           |                   |   |                  |                    |           |  |      |                  |  |           |     |  |      |  
|Total nonperforming loans and assets |  | $                  | 846 |           | 0.35              | % |                  | $                  | 953       |  | 0.35 | %                |  | $         | 823 |  | 0.29 | %
|                                     |  |                    |     |           |                   |   |                  |                    |           |  |      |                  |  |           |     |  |      |  

The following table details the Companys nonperforming loans:



|                          |  |                   |     |                  |   |                   |  |   |    
|------------------------- |  | ----------------- | --- | ---------------- | - | ----------------- |  | - | ---
|(In thousands)            |  | September 30,2008 |     | December 31,2007 |   | September 30,2007
|Nonaccrual loans          |  | $                 | 660 |                  | $ | 849               |  | $ | 524
|                          |  |                   |     |                  |   |                   |  |   |    
|Total nonperforming loans |  | $                 | 660 |                  | $ | 849               |  | $ | 524
|                          |  |                   |     |                  |   |                   |  |   |    

At September 30, 2008 and December 31, 2007, the allowance for loan losses was approximately $1.9
million. Management believes that the allowance for loan losses is adequate to cover probable losses inherent in the portfolio.

The non-performing loans
consist of four loans at September 30, 2008. During the nine months ended September 30, 2008, three loans were brought to a current status and one loan for $140,000 was transferred to other real estate owned.

The provision for loan losses for the nine months ended September 30, 2008 was $170,000, compared with a recovery of loan provision of $250,000 for the nine months
ended September 30, 2007. Total delinquent loans at September 30, 2008 was $1.5 million, an decrease of $0.3 million from December 31, 2007 and an increase of $0.2 million from September 30, 2007. A loan is deemed to be
delinquent for reporting purposes when it is more than 30 days past due. The increase in delinquencies in this current period of economic uncertainty is reflected in the increased provision for the nine months ended September 30, 2008.

Liquidity and Capital Resources

The primary
sources of liquidity for the Company are principal and interest payments from the residential mortgage loans. The primary uses of liquidity are acquisitions of residential mortgage loans and the payment of dividends on the common and preferred
stock.

While scheduled loan amortization and short-term investments are predictable sources of funds, loan prepayments can vary greatly and are influenced
by factors such as general interest rates and economic conditions. One of the inherent risks of investing in loans is the possibility prepayments of principal prior to maturity at prepayment rates different than those estimated at the time of
purchase. This generally occurs because of changes in market interest rates.

In the unlikely event that principal and interest payments on its mortgage
assets are insufficient to meet its operating needs, WPCC has the ability to raise additional funds. For example, WPCCs residential mortgage loans are underwritten to meet secondary market requirements and could easily be sold or securitized
as mortgage-backed securities and used as borrowing collateral, although the Company had no plans to do so at September 30, 2008 and December 31, 2007.



11



---

##### Table of Contents

Asset/Liability Management

The goal of the Companys asset/liability management policy is to manage interest-rate risk so as to maximize net interest income over time in changing interest rate environments while maintaining acceptable
levels of risk. The Company prepares estimates of the level of prepayments and the effect of such prepayments on the level of future earnings due to reinvestment of funds at rates different than those that currently exist. The Company is unable to
predict future fluctuations in interest rates. The market values of the Companys financial assets are sensitive to fluctuations in market interest rates. The market values of fixed-rate loans tend to decline in value as interest rates rise. If
interest rates decrease, the market value of loans and generally will tend to increase with the level of prepayments also normally increasing. The interest income earned on the Companys variable-rate, interest-sensitive instruments, which
represent primarily variable-rate mortgage loans, may change due to changes in quoted interest-rate indices. The variable-rate mortgage loans generally re-price based on a stated margin over U.S. Treasury Securities indices of varying maturities,
the terms of which are established at the time that the loan is closed. At September 30, 2008, 34.5%of the Companys residential mortgage loans were adjustable-rate loans.

Results of Operations

For the three months ended September 30, 2008, the Company reported net income of
$3.4 million, a decrease of $1.4 million or 28.8% compared to the same period in 2007. For the nine months ended September 30, 2008, the Company reported net income of $10.9 million, a decrease of $4.1 million or 27.5% compared to the same
period in 2007.

Interest income for the three months ended September 30, 2008 was $3.5 million, a decrease of $1.3 million or 27.3% compared to $4.8
million for the three months ended September 30, 2007. The decrease in interest income was primarily related to a reduction in interest earning assets of $84.8 million for the three months ended September 30, 2008 compared to the three
months ended September 30, 2007. The yield for mortgage loans declined by 12 basis points and the yield for short term investments declined by 326 basis points.

Interest income for the nine months ended September 30, 2008 was $11.4 million, a decrease of $3.7 million, or 24.4% compared to $15.1 million for the nine months ended September 30, 2007. The decrease in
interest income was primarily related to a reduction in interest earning assets of $80.4 million for the nine months ended September 30, 2008 compared to the nine months ended September 30, 2007. The yield for mortgage loans decreased by 1
basis point and the yield for short term investments declined by 220 basis points.



12



---

##### Table of Contents

The following table shows the two categories of average interest-earning assets, together with their respective interest
income and the rates earned by the Company:



|                       |  |                                      |         |                |                                      |              |  |      |                |  |                |         |              |   |        |  |      |  
|---------------------- |  | ------------------------------------ | ------- | -------------- | ------------------------------------ | ------------ |  | ---- | -------------- |  | -------------- | ------- | ------------ | - | ------ |  | ---- | -
|                       |  | Three Months EndedSeptember 30, 2008 |         |                | Three Months EndedSeptember 30, 2007 |             
|(In thousands)         |  | AverageBalance                       |         | InterestIncome |                                      | AverageYield |  |      | AverageBalance |  | InterestIncome |         | AverageYield |  
|Mortgage loans         |  | $                                    | 247,872 |                | $                                    | 3,459        |  | 5.58 | %              |  | $              | 289,760 |              | $ | 4,129  |  | 5.70 | %
|Short-term investments |  |                                      | 9,348   |                |                                      | 48           |  | 2.05 |                |  |                | 52,283  |              |   | 694    |  | 5.31 |  
|                       |  |                                      |         |                |                                      |              |  |      |                |  |                |         |              |   |        |  |      |  
|Total                  |  | $                                    | 257,220 |                | $                                    | 3,507        |  | 5.45 | %              |  | $              | 342,043 |              | $ | 4,823  |  | 5.64 | %
|                       |  |                                      |         |                |                                      |              |  |      |                |  |                |         |              |   |        |  |      |  
|                       |  |                                     
|                       |  | Nine Months EndedSeptember 30, 2008  |         |                | Nine Months EndedSeptember 30, 2007  |             
|(In thousands)         |  | AverageBalance                       |         | InterestIncome |                                      | AverageYield |  |      | AverageBalance |  | InterestIncome |         | AverageYield |  
|Mortgage loans         |  | $                                    | 258,993 |                | $                                    | 10,933       |  | 5.63 | %              |  | $              | 308,022 |              | $ | 13,035 |  | 5.64 | %
|Short-term investments |  |                                      | 19,602  |                |                                      | 454          |  | 3.09 |                |  |                | 51,000  |              |   | 2,023  |  | 5.29 |  
|                       |  |                                      |         |                |                                      |              |  |      |                |  |                |         |              |   |        |  |      |  
|Total                  |  | $                                    | 278,595 |                | $                                    | 11,387       |  | 5.45 | %              |  | $              | 359,022 |              | $ | 15,058 |  | 5.59 | %
|                       |  |                                      |         |                |                                      |              |  |      |                |  |                |         |              |   |        |  |      |  

Net interest income also can be understood in terms of the impact of changing rates and changing volumes. The
following table describes the extent to which changes in interest rates and changes in volume of interest-earning assets have impacted interest income during the periods indicated. Information is provided in each category with respect to
(i) changes attributable to changes in volume (changes in volume multiplied by prior rate), (ii) changes attributable to changes in rates (changes in rates multiplied by prior volume) and (iii) the net change. The change attributable
to the combined impact of volume and rate has been allocated proportionately to the change due to volume and the change due to rate.



|                                     |  |                                                                        |      |   |                                                                       |   |      |       |  |   |        |   |  |        |      |   |       |   |        |   |  |   |        |  
|------------------------------------ |  | ---------------------------------------------------------------------- | ---- | - | --------------------------------------------------------------------- | - | ---- | ----- |  | - | ------ | - |  | ------ | ---- | - | ----- | - | ------ | - |  | - | ------ | -
|                                     |  | Three Months Ended September 30,2008 v. 2007Increase (Decrease) due to |      |   | Nine Months Ended September 30,2008 v. 2007Increase (Decrease) due to |  
|(In thousands)                       |  | Rate                                                                   |      |   | Volume                                                                |   |      | Total |  |   | Rate   |   |  | Volume |      |   | Total |  
|Interest on interest-earning assets: |  |                                                                        |      |   |                                                                       |   |      |       |  |   |        |   |  |        |      |   |       |   |        |   |  |   |        |  
|Mortgage loans                       |  | $                                                                      | (84  | ) |                                                                       | $ | (586 | )     |  | $ | (670   | ) |  | $      | (32  | ) |       | $ | (2,070 | ) |  | $ | (2,102 | )
|Short-term investments               |  |                                                                        | (276 | ) |                                                                       |   | (370 | )     |  |   | (646   | ) |  |        | (633 | ) |       |   | (936   | ) |  |   | (1,569 | )
|                                     |  |                                                                        |      |   |                                                                       |   |      |       |  |   |        |   |  |        |      |   |       |   |        |   |  |   |        |  
|Net change in net interest income    |  | $                                                                      | (360 | ) |                                                                       | $ | (956 | )     |  | $ | (1,316 | ) |  | $      | (665 | ) |       | $ | (3,006 | ) |  | $ | (3,671 | )
|                                     |  |                                                                        |      |   |                                                                       |   |      |       |  |   |        |   |  |        |      |   |       |   |        |   |  |   |        |  



13



---

##### Table of Contents

WEBSTER PREFERRED CAPITAL CORPORATION



|Item 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
|------- | ----------------------------------------------------------

The following table summarizes the estimated market value of the Companys interest-sensitive
assets at September 30, 2008 and December 31, 2007 and the projected change in market values if interest rates instantaneously increase or decrease by 100 basis points.



|                                  |  |                |         |              |         |                              |  |   |       |  |   |        |  
|--------------------------------- |  | -------------- | ------- | ------------ | ------- | ---------------------------- |  | - | ----- |  | - | ------ | -
|(In thousands)                    |  | Amortized Cost |         | Market Value |         | Estimated MarketValue Impact | 
|                                  |  |                | -100 BP |              | +100 BP |                             
|At September 30, 2008             |  |                |         |              |         |                              |  |   |       |  |   |        |  
|Interest sensitive assets:        |  |                |         |              |         |                              |  |   |       |  |   |        |  
|Fixed-rate residential loans      |  | $              | 159,622 |              | $       | 159,676                      |  | $ | 7,269 |  | $ | (7,957 | )
|Adjustable-rate residential loans |  |                | 83,960  |              |         | 81,436                       |  |   | 1,021 |  |   | (940   | )
|                                  |  |                |         |              |         |                              |  |   |       |  |   |        |  
|Total                             |  |                |         |              |         |                              |  | $ | 8,290 |  |   | (8,897 | )
|                                  |  |                |         |              |         |                              |  |   |       |  |   |        |  
|                                  |  |                |         |             
|At December 31, 2007              |  |                |         |              |         |                              |  |   |       |  |   |        |  
|Interest sensitive assets:        |  |                |         |              |         |                              |  |   |       |  |   |        |  
|Fixed-rate residential loans      |  | $              | 172,339 |              | $       | 173,534                      |  | $ | 5,262 |  | $ | (7,490 | )
|Adjustable-rate residential loans |  |                | 101,328 |              |         | 101,510                      |  |   | 1,120 |  |   | (1,156 | )
|                                  |  |                |         |              |         |                              |  |   |       |  |   |        |  
|Total                             |  |                |         |              |         |                              |  | $ | 6,382 |  |   | (8,646 | )
|                                  |  |                |         |              |         |                              |  |   |       |  |   |        |  

Interest-sensitive assets, when shocked by a minus 100 basis point rate change, experience a favorable $8.3
million change in market value at September 30, 2008 compared to a favorable $6.4 million market value change at December 31, 2007. These changes in market value represent 3.4% of interest-sensitive assets at September 30, 2008 and
2.3% at December 31, 2007. A plus 100 basis point rate change results in an unfavorable $8.9 million, or 3.7%, change in market value at September 30, 2008 compared to an unfavorable $8.6 million, or 3.1%, market value change at
December 31, 2007. Changes in the projected market value due to the instantaneous rate changes at September 30, 2008 compared to December 31, 2007 are a result of changes in outstanding balances of the assets, and do not represent a
significant change due to interest rates since year end.

Based on the asset/liability mix at September 30, 2008, management estimates that a gradual
200 basis point increase in interest rates over a 12 month period would increase net income over that period by approximately 2.4%. At December 31, 2007, a projected 200 basis point increase in rates produced a net income increase of 4.8%.

The Companys interest rate sensitive assets are subject to prepayment risk. Prepayment risk is inherently difficult to estimate and is dependent
upon a number of economic, financial and behavioral variables. The Company uses a sophisticated mortgage prepayment modeling system to estimate prepayments and the corresponding impact on market value and net interest income. The model uses
information that includes the instrument type, coupon spread, loan age and other factors in its projections.

These assumptions are inherently uncertain
and, as a result, the simulation analyses cannot precisely estimate the impact that higher or lower rate environments will have on net interest income. Actual results will differ from simulated results due to timing, magnitude and frequency of
interest rate changes, changes in cash flow patterns and market conditions, as well as changes in managements strategies. Management believes that the Companys interest rate risk position at September 30, 2008, represents a
reasonable level of risk.



14



---

##### Table of Contents

|Item 4. | CONTROLS AND PROCEDURES
|------- | -----------------------

As of September 30, 2008 the Company carried out an evaluation, under the supervision and with the participation of the Companys management, including its principal executive officer and its principal
financial officer, of the design and operation of the Companys disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934). Based on this evaluation, the Companys principal
executive officer and principal financial officer concluded that the Companys disclosure controls and procedures are effective for gathering, analyzing and disclosing the information the Company is required to disclose in the reports it files
under the Securities Exchange Act of 1934, within the time periods specified in the SECs rules and forms. There was no change in the Companys internal control over financial reporting that occurred during the period covered by this
report that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.

PART II  OTHER INFORMATION



|Item 1. | LEGAL PROCEEDINGS
|------- | -----------------

There are no material pending legal proceedings, other than ordinary routine litigation incident to its business, to which the Company is a party or of which any of its property is the subject.



|Item 1A. | RISK FACTORS
|-------- | ------------

During the first three quarters of 2008, there were no material changes to the risk factors previously disclosed in the Companys Annual Report on Form 10-K for the year ended December 31, 2007.



|Item 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
|------- | -----------------------------------------------------------

Not Applicable.



|Item 3. | DEFAULTS UPON SENIOR SECURITIES
|------- | -------------------------------

Not Applicable.



|Item 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
|------- | ---------------------------------------------------

Not Applicable



|Item 5. | OTHER INFORMATION
|------- | -----------------

None



|Item 6. | Exhibits
|------- | --------



|              |  |                                                                                                                                                                                                                                                                            
|------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                
|3.1           |  | Amended and Restated Certificate of Incorporation of Webster Preferred Capital Corporation (the Company) (incorporated herein by reference from Exhibit 3.1 to the Companys
Annual Report on Form 10-K for the fiscal year ended December 31, 1997).                    
|              | 
|3.2           |  | Certificate of Amendment of Rights and Preferences of the Series B 8.625% Cumulative Redeemable Preferred Stock of the Company (incorporated herein by reference from Exhibit 3.3 to the
Companys Annual Report on Form 10-K for the fiscal year ended December 31, 1997).



15



---

##### Table of Contents

|     |  |                                                                                                                                                                                                                                                           
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.3  |  | Amended and Restated By-Laws of the Company (incorporated herein by reference from Exhibit 3.1 to the Companys Current Report on Form 8-K filed with the SEC on November 9, 2007).                                                                       
|     | 
|4.1  |  | Specimen of certificate representing the Series B 8.625% Cumulative Redeemable Preferred Stock of the Company (incorporated herein by reference from Exhibit 4.2 to the Companys Annual
Report on Form 10-K for the fiscal year ended December 31, 1997).
|     | 
|31.1 |  | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                   
|     | 
|31.2 |  | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                   
|     | 
|32.1 |  | Written Statement pursuant to section 906 of the Sarbanes-Oxley Act of 2002, signed by the Companys Principal Executive Officer.                                                                                                                         
|     | 
|32.2 |  | Written Statement pursuant to section 906 of the Sarbanes-Oxley Act of 2002, signed by the Companys Principal Financial Officer.                                                                                                                         



16



---

##### Table of Contents

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                       |  |                                       |  |                                               
|---------------------- |  | ------------------------------------- |  | ----------------------------------------------
|                       |  | WEBSTER PREFERRED CAPITAL CORPORATION
|                       |  | Registrant                           
|                       | 
|Date: November 6, 2008 |  |                                      
|                       |  |                                      
|                       |  | BY:                                   |  | /s/ Douglas O. Hart                           
|                       |  |                                       |  | Douglas O. Hart                               
|                       |  |                                       |  | Senior Vice President, Chief Financial Officer
|                       |  |                                       |  | (Principal Financial Officer)                 



17



---

##### Table of Contents

EXHIBIT INDEX



|              |  |                                                                                                                                                                                                                                                                            
|------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                
|3.1           |  | Amended and Restated Certificate of Incorporation of Webster Preferred Capital Corporation (the Company) (incorporated herein by reference from Exhibit 3.1 to the Companys
Annual Report on Form 10-K for the fiscal year ended December 31, 1997).                    
|              | 
|3.2           |  | Certificate of Amendment of Rights and Preferences of the Series B 8.625% Cumulative Redeemable Preferred Stock of the Company (incorporated herein by reference from Exhibit 3.3 to the
Companys Annual Report on Form 10-K for the fiscal year ended December 31, 1997).
|              | 
|3.3           |  | Amended and Restated By-Laws of the Company (incorporated herein by reference from Exhibit 3.1 to the Companys Current Report on Form 8-K filed with the SEC on November 9,
2007).                                                                                        
|              | 
|4.1           |  | Specimen of certificate representing the Series B 8.625% Cumulative Redeemable Preferred Stock of the Company (incorporated herein by reference from Exhibit 4.2 to the Companys Annual
Report on Form 10-K for the fiscal year ended December 31, 1997).                 
|              | 
|31.1  31.2    |  | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.                                                           
|              | 
|32.1          |  | Written Statement pursuant to section 906 of the Sarbanes-Oxley Act of 2002, signed by the Companys Principal Executive Officer.                                                                                                                                          
|              | 
|32.2          |  | Written Statement pursuant to section 906 of the Sarbanes-Oxley Act of 2002, signed by the Companys Principal Financial Officer.                                                                                                                                          



18