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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 1934For the quarter ended March 31, 2005
 OR o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the transition period from                      to
 Commission File Number: 0-23513
 WEBSTER PREFERRED CAPITAL CORPORATION  Connecticut
    
    06-1478208(State or other jurisdiction of
    
    (I. R. S. Employerincorporation or organization)
    
    Identification Number)145 Bank Street, Waterbury, Connecticut
    
    06702(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code: (203) 465-4329 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. Yes X No. Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange
Act Rule 12b-2). Yes NoX. The number of shares outstanding of each of the registrants classes of common stock, as of
April 30, 2005 is: 100 shares.   1




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WEBSTER PREFERRED CAPITAL CORPORATION INDEX PagePART I  FINANCIAL INFORMATIONItem 1.Interim Financial Statements (unaudited):Statements of Condition at March 31, 2005 and December 31, 2004
    
    
    3Statements of Income for the Three Months ended March 31, 2005 and 2004
    
    
    4Statements of Comprehensive Income for the Three Months ended
March 31, 2005 and 2004
    
    
    4Statements of Cash Flows for the Three Months ended March 31, 2005 and 2004
    
    
    5Notes to the Interim Financial Statements
    
    
    6Item 2.Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    9Item 3.Quantitative and Qualitative Disclosures About Market Risk
    
    
    13Item 4.Controls and Procedures
    
    
    14PART II  OTHER INFORMATION
    
    
    14SIGNATURE
    
    
    16EXHIBITS
    
    
    17EX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION
  2




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WEBSTER PREFERRED CAPITAL CORPORATION 
 Item 1. Interim Financial Statements 
 STATEMENTS OF CONDITION
(unaudited) (Dollars in thousands, except share and per share data)
    
    March 31, 2005
    
    
    December 31, 2004AssetsCash
    
    $
    1,378
    
    
    
    10,325Interest-bearing deposits
    
    
    67,500
    
    
    
    29,000Mortgage-backed securities available for sale, at fair value (Note 2)
    
    
    19,608
    
    
    
    20,709Residential mortgage loans, net (Note 3)
    
    
    452,394
    
    
    
    475,879Accrued interest receivable
    
    
    245
    
    
    
    280Prepaid expenses and other assets
    
    
    1,647
    
    
    
    1,153Total assets
    
    $
    542,772
    
    
    
    537,346Liabilities and Shareholders EquityAccrued dividends payable
    
    $
    180
    
    
    
    180Accrued expenses and other liabilities
    
    
    51
    
    
    
    6Total liabilities
    
    
    231
    
    
    
    186Shareholders EquitySeries 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
    
    
    
    1,000Common stock, par value $.01 per share:Authorized  1,000 sharesIssued and outstanding - 100 shares
    
    
    1
    
    
    
    1Paid-in capital
    
    
    538,799
    
    
    
    538,799Retained earnings (distributions in excess of accumulated earnings)
    
    
    3,037
    
    
    
    (2,661
    )Accumulated other comprehensive (loss) income
    
    
    (296
    )
    
    
    21Total shareholders equity
    
    
    542,541
    
    
    
    537,160Total liabilities and shareholders equity
    
    $
    542,772
    
    
    
    537,346
 See accompanying notes to interim financial statements. 3




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WEBSTER PREFERRED CAPITAL CORPORATION 
 STATEMENTS OF INCOME
(unaudited) Three Months EndedMarch 31,(Dollars in thousands, except per share data)
    
    2005
    
    
    2004Interest income:Loans (Note 4)
    
    $
    6,147
    
    
    
    5,656Securities and short-term investments
    
    
    523
    
    
    
    746Total interest income
    
    
    6,670
    
    
    
    6,402Noninterest expense:Advisory fee to parent
    
    
    49
    
    
    
    49Other
    
    
    8
    
    
    
    71Total noninterest expense
    
    
    57
    
    
    
    120Net income
    
    
    6,613
    
    
    
    6,282Preferred stock dividends
    
    
    216
    
    
    
    216Net income available to common shareholder
    
    $
    6,397
    
    
    
    6,066Net income per common share:Basic and diluted
    
    $
    63,970
    
    
    
    60,660
 
 STATEMENTS OF COMPREHENSIVE INCOME
(unaudited) Three Months EndedMarch 31,(In thousands)
    
    2005
    
    
    2004Net income
    
    $
    6,613
    
    
    
    6,282Other comprehensive (loss) income:Unrealized net holding (loss) gain on securities
available for sale arising during the period
    
    
    (317
    )
    
    
    164Comprehensive income
    
    $
    6,296
    
    
    
    6,446
 See accompanying notes to interim financial statements. 4




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WEBSTER PREFERRED CAPITAL CORPORATION
 
 STATEMENTS OF CASH FLOWS
(unaudited) Three Months Ended March 31,(In thousands)
    
    2005
    
    
    2004Cash flow from operating activities:Net income
    
    $
    6,613
    
    
    
    6,282Adjustments to reconcile net income to net cash provided by
operating activities:Net amortization and accretion
    
    
    232
    
    
    
    112Decrease in accrued interest receivable
    
    
    35
    
    
    
    116Increase in accrued liabilities
    
    
    45
    
    
    
    10(Increase)
decrease in prepaid expenses and other assets
    
    
    (494
    )
    
    
    431Net cash provided by operating activities
    
    
    6,431
    
    
    
    6,951Cash flow from investing activities:Principal repayments on mortgage-backed securities
    
    
    767
    
    
    
    3,258Principal repayments of loans
    
    
    23,270
    
    
    
    17,442Increase in short-term investments
    
    
    (38,500
    )
    
    
    (37,500
    )Net cash used by investing activities
    
    
    (14,463
    )
    
    
    (16,800
    )Cash flow from financing activities:Dividends paid on common and preferred stock
    
    
    (915
    )
    
    
    (1,021
    )Decrease in cash and cash equivalents
    
    
    (8,947
    )
    
    
    (10,870
    )Cash and cash equivalents at beginning of period
    
    
    10,325
    
    
    
    11,976Cash and cash equivalents at end of period
    
    $
    1,378
    
    
    
    1,106
 See accompanying notes to interim financial statements. 5




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WEBSTER PREFERRED CAPITAL CORPORATION 
 NOTES TO INTERIM FINANCIAL STATEMENTS  NOTE 1: BASIS OF PRESENTATION The accompanying interim financial statements represent the accounts of Webster Preferred Capital
Corporation (the Company or WPCC) and have been prepared in conformity with U.S. generally
accepted accounting principles. The statements include all adjustments which are, in the opinion
of management, necessary for a fair presentation of the results for the interim periods presented.
All adjustments were of a normal recurring nature. The results of operations for interim periods
are not necessarily indicative of the results which may be expected for the year as a whole. These
interim financial statements should be read in conjunction with the financial statements and notes
thereto included in WPCCs 2004 Annual Report on Form 10-K. NOTE 2: MORTGAGE-BACKED SECURITIES AVAILABLE FOR SALE The following table sets forth certain information regarding the mortgage-backed securities: Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    Estimated(In thousands)
    
    Cost
    
    
    Gains
    
    
    Losses
    
    
    Fair ValueMarch 31, 2005
Available for Sale Portfolio
    
    $
    19,904
    
    
    
    
    
    
    
    296
    
    
    
    19,608December 31, 2004
Available for Sale Portfolio
    
    $
    20,688
    
    
    
    21
    
    
    
    
    
    
    
    20,709
 At March 31, 2005 and December 31, 2004, all mortgage-backed securities available for sale were
issued by government agencies or government-sponsored enterprises. There were no sales of
mortgage-backed securities during the three months ended March 31, 2005 and 2004. 6




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WEBSTER PREFERRED CAPITAL CORPORATION NOTES TO INTERIM FINANCIAL STATEMENTS(continued)  NOTE 3: RESIDENTIAL MORTGAGE LOANS, NET A summary of the Companys residential mortgage loans by type and original maturity follows: (In thousands)
    
    March 31, 2005
    
    December 31, 2004Fixed-rate loans:15 yr. loans
    
    $
    59,270
    
    
    
    63,74720 yr. loans
    
    
    7,815
    
    
    
    8,08325 yr. loans
    
    
    3,886
    
    
    
    4,03730 yr. loans
    
    
    262,296
    
    
    
    273,028Total fixed-rate loans
    
    
    333,267
    
    
    
    348,895Variable-rate loans:15 yr. loans
    
    
    941
    
    
    
    1,00920 yr. loans
    
    
    5,202
    
    
    
    5,24625 yr. loans
    
    
    1,357
    
    
    
    1,38230 yr. loans
    
    
    110,782
    
    
    
    118,287Total variable-rate loans
    
    
    118,282
    
    
    
    125,924Total residential mortgage loans
    
    
    451,549
    
    
    
    474,819Premiums and deferred costs on loans, net
    
    
    2,867
    
    
    
    3,082Less: allowance for loan losses
    
    
    (2,022
    )
    
    
    (2,022
    )Residential mortgage loans, net
    
    $
    452,394
    
    
    
    475,879
 As of March 31, 2005, 73.8% of the Companys residential mortgage loans are fixed-rate loans and
26.2% are adjustable-rate loans. A detail of the change in the allowance for loan losses follows: Three Months EndedMarch 31,(In thousands)
    
    2005
    
    
    2004Balance at beginning of period
    
    $
    2,022
    
    
    
    2,106Charge-offs
    
    
    
    
    
    
    (74
    )Balance at end of period
    
    $
    2,022
    
    
    
    2,032
 7




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WEBSTER PREFERRED CAPITAL CORPORATION NOTES TO INTERIM FINANCIAL STATEMENTS(continued)  NOTE 4: 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 is the sole holder
of the Companys common stock. 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 Company estimates that the fees paid to Webster
Bank for servicing approximate fees that would be paid if the Company operated as an unaffiliated
entity. Servicing fees paid for the three months ended March 31, 2005 and 2004 were $84,000 in
each period. Servicing fees are reflected as a charge against interest income on the Statements of
Income, as they are classified as 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. 8




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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 2004 Annual Report on Form 10-K. 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 forward looking information. Summary WPCCs net income increased to $6.6 million for the three months ended March 31, 2005 from $6.3
million during the same period a year earlier due to the following factors:  
    
    For the first three months of 2005, average earning
assets increased $2.2 million from the same period a year
earlier as the result of loan purchases during 2004.
    
    The yield on earning assets increased for the three
months ended March 31, 2005 to 4.95% from 4.77%. The downward
repricing of adjustable rate mortgages combined with the lower
replacement yield on new mortgage assets combined to decrease
the return on mortgage-related assets. The overall yield for
the first quarter increased due to a higher percentage of
higher yielding mortgage loans in the current first quarter
than a year ago. Changes in Financial Condition Total assets, consisting primarily of residential mortgage loans were $542.8 million at March 31,
2005, an increase of $5.4 million from $537.4 million at December 31, 2004. Residential mortgage
loans decreased $23.5 million as a result of prepayments. These cash flows were generally
replaced with the purchase of interest-bearing deposits. Shareholders equity increased to $542.5
million at March 31, 2005 from $537.2 million at December 31, 2004, due primarily to the net income
earned during for the first three months of 2005. Asset Quality The Company maintains asset quality by investing in residential real estate loans that have been
conservatively underwritten and by aggressively managing nonperforming assets. At March 31, 2005,
residential real estate loans comprised the entire loan portfolio. All such residential loans were
purchased from Webster Bank. The Company also invests in government agency or government-sponsored
enterprise issued mortgage-backed securities and short-term jumbo certificates of deposit. 9




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WEBSTER PREFERRED CAPITAL CORPORATION MANAGEMENTS DISCUSSION AND ANALYSIS(continued)  The following table details the Companys nonperforming assets: March 31,
    
    December 31,(In thousands)
    
    2005
    
    2004Loans accounted for on a nonaccrual basis:Residential variable-rate loans
    
    $      
    
    
    179Total nonperforming loans and assets
    
    $      
    
    
    179
 At March 31, 2005 and December 31, 2004, the allowance for loan losses was approximately $2.0
million. Management believes that the allowance for loan losses is adequate to cover probable
losses inherent in the current portfolio. Liquidity and Capital Resources The primary sources of liquidity for the Company are principal and interest payments from the
residential mortgage loans and mortgage-backed securities portfolios. The primary uses of
liquidity are purchases of residential mortgage loans and mortgage-backed securities and the
payment of dividends on the common and preferred stock. While scheduled loan amortization, maturing securities, short-term investments and securities
repayments are predictable sources of funds, loan and mortgage-backed security prepayments can vary
greatly and are influenced by factors such as general interest rates, economic conditions and
competition. One of the inherent risks of investing in loans and mortgage-backed securities is the
possibility that prepayments of principal prior to maturity will occur at rates different than
those estimated at the time of purchase. The principal factor affecting these prepayments is
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. WPCCs mortgage-backed
securities, which total $19.6 million at March 31, 2005, would supply adequate collateral for
borrowings through repurchase agreements. In addition, its 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. 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 market 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 and
mortgage-backed securities tend to decline in value as 10




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WEBSTER PREFERRED CAPITAL CORPORATION MANAGEMENTS DISCUSSION AND ANALYSIS(continued)  interest rates rise. If interest rates decrease, the market value of loans and mortgage-backed
securities 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 are
primarily variable-rate mortgage loans, may change due to changes in quoted interest rate indices.
The variable-rate mortgage loans generally reprice 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 March 31, 2005, 26.2% of the Companys residential mortgage loans were
variable-rate loans. Results of Operations For the three months ended March 31, 2005, the Company reported an increase in net income of 5.3%
to $6.6 million, compared to the three months ended March 31, 2004, which amounted to $6.3 million. The following table shows the major categories of average interest-earning assets, together with
their respective interest income and the rates earned by the Company: Three Months Ended
    
    
    Three Months EndedMarch 31, 2005
    
    
    March 31, 2004Average
    
    
    Interest
    
    
    Average
    
    
    Average
    
    
    Interest
    
    
    Average(In thousands)
    
    Balance
    
    
    Income
    
    
    Yield
    
    
    Balance
    
    
    Income
    
    
    YieldMortgage loans
    
    $
    471,352
    
    
    
    6,147
    
    
    
    5.22
    %
    
    $
    423,648
    
    
    
    5,656
    
    
    
    5.34
    %Mortgage-backed securities (a)
    
    
    20,219
    
    
    
    232
    
    
    
    4.59
    
    
    
    42,862
    
    
    
    569
    
    
    
    5.31Short-term investments
    
    
    47,114
    
    
    
    291
    
    
    
    2.47
    
    
    
    70,005
    
    
    
    177
    
    
    
    1.01Total
    
    $
    538,685
    
    
    
    6,670
    
    
    
    4.95
    %
    
    $
    536,515
    
    
    
    6,402
    
    
    
    4.77
    %
 (a) Unrealized net gains are excluded from average balance The increase in interest income for the current three month period of $268 thousand, as compared to
a year earlier was due to an increase in average yields and a rebalancing of interest-earning
assets. 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. 11




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WEBSTER PREFERRED CAPITAL CORPORATION MANAGEMENTS DISCUSSION AND ANALYSIS(continued)  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 March 31,2005 v. 2004Increase (Decrease) due to(In thousands)
    
    Rate
    
    
    Volume
    
    
    TotalInterest on interest-earning assets:Mortgage loans
    
    $
    (134
    )
    
    
    625
    
    
    
    491Mortgage-backed securities
    
    
    (69
    )
    
    
    (268
    )
    
    
    (337
    )Short-term investments
    
    
    187
    
    
    
    (73
    )
    
    
    114Net change in net interest income
    
    $
    (16
    )
    
    
    284
    
    
    
    268
 There were no provisions for loan losses for the three months ended March 31, 2005 and 2004. There were no purchases or sales of mortgage-backed securities for the three months ended March 31,
2005 and 2004. 12




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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 March 31, 2005 and December 31, 2004 and the projected change to market values if
interest rates instantaneously increase or decrease by 100 basis points. Estimated Market Value Impact(In thousands)
    
    Amortized Cost
    
    
    Market Value
    
    
    -100 BP
    
    
    +100 BPAt March 31, 2005Interest sensitive assets:Mortgage-backed securities
    
    $
    19,904
    
    
    
    19,608
    
    
    
    296
    
    
    
    (296
    )Variable-rate residential loans
    
    
    118,282
    
    
    
    116,521
    
    
    
    309
    
    
    
    (3,375
    )Fixed-rate residential loans
    
    
    333,267
    
    
    
    334,810
    
    
    
    10,418
    
    
    
    (11,826
    )Total
    
    
    
    
    
    
    
    
    
    $
    11,023
    
    
    
    (15,497
    )At December 31, 2004Interest sensitive assets:Mortgage-backed securities
    
    $
    20,688
    
    
    
    20,709
    
    
    
    524
    
    
    
    (664
    )Variable-rate residential loans
    
    
    125,924
    
    
    
    125,100
    
    
    
    1,635
    
    
    
    (1,878
    )Fixed-rate residential loans
    
    
    348,895
    
    
    
    354,998
    
    
    
    6,929
    
    
    
    (12,522
    )Total
    
    
    
    
    
    
    
    
    
    $
    9,088
    
    
    
    (15,064
    )
 Interest-sensitive assets, when impacted by an instantaneous 100 basis point rate decrease results
in a projected increase in net market value of $11.0 million at March 31, 2005 compared to a
projected increase of $9.1 million at December 31, 2004. These changes in net market value
represent 2.3% of interest-sensitive assets at March 31, 2005 and 1.8% at December 31, 2004.
Interest-sensitive assets, when impacted by an instantaneous 100 basis point rate increase results
in a projected decrease in net market value of $15.5 million at March 31, 2005 compared to a
projected decrease of $15.1 million at December 31, 2004. These changes in net market value
represent 3.3% of interest-sensitive assets at March 31, 2005 and 3.0% at December 31, 2004.
Changes in the projected net market value due to the instantaneous rate changes when comparing such
amounts at March 31, 2005 and December 31, 2004 are a result of changes in outstanding balances of
the assets, and do not represent a significant change since year end. Based on the asset/liability mix at March 31, 2005, 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 3.9%. A gradual 200 basis point decrease in interest rates is projected to
decrease net income by approximately 7.6%. At December 31, 2004, a projected 200 basis point
increase and a 100 basis point decrease in rates produced changes of 3.0% and 3.6%, respectively. In particular, 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
March 31, 2005, represents a reasonable level of risk. 13




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WEBSTER PREFERRED CAPITAL CORPORATION 
 Item 4. CONTROLS AND PROCEDURES  The Companys management, including the principal executive officer and principal financial
officer, evaluated the effectiveness of the design and operation of the Companys disclosure
controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange
Act of 1934, as amended) (the Exchange Act) as of the end of the period covered by this report.
Based upon that evaluation, the Companys management, including the principal executive officer and
principal financial officer concluded that the Companys disclosure controls and procedures were
effective in alerting them in a timely manner to any material information relating to the Company
required to be included in the Companys Exchange Act filings. There were no changes made in the Companys internal controls over financial reporting that
occurred during the Companys most recent fiscal quarter that has materially affected or is
reasonably likely to materially affect, the Companys internal controls 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
the registrants business, to which the Company is a party or of which any of its property is
subject. 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 Not Applicable 14




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Item 6. Exhibits Exhibits Exhibit Number
    
    Description3.
    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 for 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 3.4 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 1997).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 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by the Companys Principal Executive Officer.31.
    2
    
    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by the Companys Principal Financial Officer.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.
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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 CORPORATIONRegistrantDate: May 9, 2005BY:
    
    /s/ Gregory S. MadarGregory S. Madar,
Senior Vice President,
Treasurer & Assistant Secretary
Principal Financial and Accounting Officer
 16