EX-4.2.1



 




Exhibit 4.2.1





JUNIOR SUBORDINATED INDENTURE




WEBSTER FINANCIAL CORPORATION




TO




THE BANK OF NEW YORK




TRUSTEE




Dated as of [l], 2007





 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I

	 
	 	 	 	 
	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

	 
	 	 	 	 
	Section 1.1
	Definitions 	 	1	 
	Section 1.2
	Compliance Certificate and Opinions 	 	9	 
	Section 1.3
	Forms of Documents Delivered to Trustee 	 	10	 
	Section 1.4
	Acts of Holders 	 	10	 
	Section 1.5
	Notices, Etc. to Trustee and Company 	 	13	 
	Section 1.6
	Notice to Holders; Waiver 	 	13	 
	Section 1.7
	Conflict with Trust Indenture Act 	 	13	 
	Section 1.8
	Effect of Headings and Table of Contents 	 	13	 
	Section 1.9
	Successors and Assigns 	 	14	 
	Section 1.10
	Separability Clause 	 	14	 
	Section 1.11
	Benefits of Indenture 	 	14	 
	Section 1.12
	Governing Law 	 	14	 
	Section 1.13
	Legal Holidays 	 	14	 
	 
	 	 	 	 
	ARTICLE II

	 
	 	 	 	 
	SECURITY FORMS

	 
	 	 	 	 
	Section 2.1
	Forms Generally 	 	14	 
	Section 2.2
	Form of Face of Security 	 	15	 
	Section 2.3
	Form of Reverse of Security 	 	18	 
	Section 2.4
	Additional Provisions Required in Global Security 	 	20	 
	Section 2.5
	Form of Trustee’s Certificate of Authentication 	 	21	 
	 
	 	 	 	 
	ARTICLE III

	 
	 	 	 	 
	THE SECURITIES

	 
	 	 	 	 
	Section 3.1
	Amount Unlimited Issuable in Series 	 	21	 
	Section 3.2
	Denominations 	 	24	 
	Section 3.3
	Execution, Authentication, Delivery and Dating 	 	24	 
	Section 3.4
	Temporary Securities 	 	25	 
	Section 3.5
	Registration, Transfer and Exchange 	 	26	 
	Section 3.6
	Mutilated, Destroyed, Lost and Stolen Securities 	 	28	 
	Section 3.7
	Payment of Interest; Interest Rights Preserved 	 	29	 
	Section 3.8
	Persons Deemed Owners 	 	30	 
	Section 3.9
	Cancellation 	 	31	 
	Section 3.10
	Computation of Interest 	 	31	 
	Section 3.11
	Deferrals of Interest Payment Dates 	 	31	 






i









 






	 	 	 	 	 
	 	 	Page	 
	Section 3.12
	Right of Set-off 	 	32	 
	Section 3.13
	Agreed Tax Treatment 	 	32	 
	Section 3.14
	CUSIP Numbers 	 	32	 
	 
	 	 	 	 
	ARTICLE IV

	 
	 	 	 	 
	SATISFACTION AND DISCHARGE

	 
	 	 	 	 
	Section 4.1
	Satisfaction and Discharge of Indenture 	 	32	 
	Section 4.2
	Application of Trust Money 	 	34	 
	 
	 	 	 	 
	ARTICLE V

	 
	 	 	 	 
	REMEDIES

	 
	 	 	 	 
	Section 5.1
	Events of Default 	 	34	 
	Section 5.2
	Acceleration of Maturity; Rescission and Annulment 	 	35	 
	Section 5.3
	Collection of Indebtedness and Suits for Enforcement by Trustee 	 	36	 
	Section 5.4
	Trustee May File Proofs of Claim 	 	37	 
	Section 5.5
	Trustee May Enforce Claim Without Possession of Securities 	 	38	 
	Section 5.6
	Application of Money Collected 	 	38	 
	Section 5.7
	Limitation on Suits 	 	38	 
	Section 5.8
	Unconditional Right of Holders to Receive Principal, Premium and
Interest; Direct Action by Holders of Trust Preferred Securities 	 	39	 
	Section 5.9
	Restoration of Rights and Remedies 	 	39	 
	Section 5.10
	Rights and Remedies Cumulative 	 	39	 
	Section 5.11
	Delay or Omission Not Waiver 	 	40	 
	Section 5.12
	Control by Holders 	 	40	 
	Section 5.13 
	Waiver of Past Defaults 	 	40	 
	Section 5.14
	Undertaking for Costs 	 	41	 
	Section 5.15
	Waiver of Usury, Stay or Extension Laws 	 	41	 
	 
	 	 	 	 
	ARTICLE VI

	 
	 	 	 	 
	THE TRUSTEE

	 
	 	 	 	 
	Section 6.1
	Certain Duties and Responsibilities 	 	41	 
	Section 6.2
	Notice of Defaults 	 	42	 
	Section 6.3
	Certain Rights of Trustee 	 	42	 
	Section 6.4
	Not Responsible for Recitals or Issuance of Securities 	 	43	 
	Section 6.5
	May Hold Securities 	 	44	 
	Section 6.6
	Money Held in Trust 	 	44	 
	Section 6.7
	Compensation and Reimbursement 	 	44	 
	Section 6.8
	Disqualification; Conflicting Interests 	 	45	 
	Section 6.9
	Corporate Trustee Required; Eligibility 	 	45	 
	Section 6.10
	Resignation and Removal; Appointment of Successor 	 	46	 
	Section 6.11
	Acceptance of Appointment by Successor 	 	47	 






ii









 






	 	 	 	 	 
	 	 	Page	 
	Section 6.12
	Merger, Conversion, Consolidation or Succession to Business 	 	48	 
	Section 6.13
	Preferential Collection of Claims Against Company 	 	48	 
	Section 6.14
	Appointment of Authenticating Agent 	 	48	 
	 
	 	 	 	 
	ARTICLE VII

	 
	 	 	 	 
	HOLDER’S LISTS AND REPORTS BY TRUSTEE AND COMPANY

	 
	 	 	 	 
	Section 7.1
	Company to Furnish Trustee Names and Addresses of Holders 	 	50	 
	Section 7.2
	Preservation of Information, Communications to Holders 	 	50	 
	Section 7.3
	Reports by Trustee 	 	51	 
	Section 7.4
	Reports by Company 	 	51	 
	 
	 	 	 	 
	ARTICLE VIII

	 
	 	 	 	 
	CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

	 
	 	 	 	 
	Section 8.1
	Company May Consolidate, Etc., only on Certain Terms 	 	51	 
	Section 8.2
	Successor Corporation Substituted 	 	52	 
	 
	 	 	 	 
	ARTICLE IX

	 
	 	 	 	 
	SUPPLEMENTAL INDENTURES

	 
	 	 	 	 
	Section 9.1
	Supplemental Indentures Without Consent of Holders 	 	53	 
	Section 9.2
	Supplemental Indentures with Consent of Holders 	 	54	 
	Section 9.3
	Execution of Supplemental Indentures 	 	55	 
	Section 9.4
	Effect of Supplemental Indentures 	 	55	 
	Section 9.5
	Conformity with Trust Indenture Act 	 	56	 
	Section 9.6
	Reference in Securities to Supplemental Indentures 	 	56	 
	Section 9.7
	Subordination Unimpaired 	 	56	 
	 
	 	 	 	 
	ARTICLE X

	 
	 	 	 	 
	COVENANTS

	 
	 	 	 	 
	Section 10.1
	Payment of Principal, Premium and Interest 	 	56	 
	Section 10.2
	Maintenance of Office or Agency 	 	56	 
	Section 10.3
	Money for Securities Payments to be Held in Trust 	 	57	 
	Section 10.4
	Statement as to Compliance 	 	58	 
	Section 10.5
	Waiver of Certain Covenants 	 	58	 
	Section 10.6
	Additional Sums; Expenses of a Webster Trust 	 	58	 
	Section 10.7
	Additional Covenants 	 	59	 






iii









 






	 	 	 	 	 
	 	 	Page	 
	ARTICLE XI

	 
	 	 	 	 
	REDEMPTION OF SECURITIES

	 
	 	 	 	 
	Section 11.1
	Applicability of this Article 	 	59	 
	Section 11.2
	Election to Redeem; Notice to Trustee 	 	60	 
	Section 11.3
	Selection of Securities to be Redeemed 	 	60	 
	Section 11.4
	Notice of Redemption 	 	60	 
	Section 11.5
	Deposit of Redemption Price 	 	61	 
	Section 11.6
	Payment of Securities Called for Redemption 	 	61	 
	 
	 	 	 	 
	ARTICLE XII

	 
	 	 	 	 
	SINKING FUNDS

	 
	 	 	 	 
	Section 12.1
	Applicability of Article 	 	62	 
	Section 12.2
	Satisfaction of Sinking Fund Payments with Securities 	 	62	 
	Section 12.3
	Redemption of Securities for Sinking Fund 	 	63	 
	 
	 	 	 	 
	ARTICLE XIII

	 
	 	 	 	 
	SUBORDINATION OF SECURITIES

	 
	 	 	 	 
	Section 13.1
	Securities Subordinate to Senior and Subordinated Debt 	 	64	 
	Section 13.2
	Company Not to Pay if Senior and Subordinated Debt of Company is in Default 	 	64	 
	Section 13.3
	Payment over of Proceeds upon Dissolution, Default, Etc., of the Company 	 	65	 
	Section 13.4
	Subrogation to Rights of Holders of Senior and Subordinated Debt 	 	66	 
	Section 13.5
	Reliance on Certificate of Liquidating Agent 	 	66	 
	Section 13.6
	Payment Permitted if No Default 	 	67	 
	Section 13.7
	Trustee Not Charged with Knowledge of Prohibition 	 	67	 
	Section 13.8
	Provisions are Solely to Define Relative Rights 	 	67	 
	Section 13.9
	No Waiver of Subordination Provisions 	 	68	 
	Section 13.10
	Trustee to Effectuate Subordination 	 	68	 
	Section 13.11
	Rights of Trustee as Holder of Senior and Subordinated Debt 	 	68	 
	Section 13.12
	Article Applicable to Paying Agents 	 	68	 
	 
	 	 	 	 
	ARTICLE XIV

	 
	 	 	 	 
	REPAYMENT AT THE OPTION OF HOLDERS

	 
	 	 	 	 
	Section 14.1
	Applicability of Article 	 	69	 
	Section 14.2
	Repayment of Securities 	 	69	 
	Section 14.3
	Exercise of Option; Notice 	 	69	 
	Section 14.4
	Securities Payable on the Repayment Date 	 	70	 







iv









 








WEBSTER FINANCIAL CORPORATION




          Certain Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trust
Indenture Act of 1939:



	 	 	 
	TRUST INDENTURE ACT SECTION
	 	INDENTURE SECTION
	§ 310(a)(1), (2) and (5)
	 	6.9
	(a)(3)
	 	Not Applicable
	(a)(4)
	 	Not Applicable
	(b)
	 	6.8, 6.10
	(c)
	 	Not Applicable
	§ 311(a)
	 	6.13
	(b)
	 	6.13
	§ 312(a)
	 	7.1, 7.2(a), 7.2(b), 7.2(c)
	§ 313(a)
	 	7.3(a), 7.3(b)
	(b)
	 	7.3(b)
	(c)
	 	7.3(a), 7.3(b)
	(d)
	 	7.3(c)
	§ 314(a)(1), (2) and (3)
	 	7.4
	(a)(4)
	 	10.4
	(b)
	 	Not Applicable
	(c)(1)
	 	1.2
	(c)(2)
	 	1.2
	(c)(3)
	 	Not Applicable
	(d)
	 	Not Applicable
	(e)
	 	1.2
	(f)
	 	Not Applicable
	§ 315(a)
	 	6.1
	(b)
	 	6.2
	(c)
	 	6.1
	(d)
	 	6.1
	(e)
	 	5.14
	§ 316(a)
	 	1.1
	(a)(1)(A)
	 	5.12
	(a)(1)(B)
	 	5.13
	(a)(2)
	 	Not Applicable
	(b)
	 	5.8
	(c)
	 	1.4(f)
	§ 317(a)(1)
	 	5.3
	(a)(2)
	 	5.4
	(b)
	 	10.3
	§ 318(a)
	 	1.7








 




	
	Note: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the
Indenture.





v









 





          Junior Subordinated Indenture, dated as of •, 2007, between Webster Financial
Corporation, a Delaware corporation (hereinafter called the “Company”), having its principal
office at Webster Plaza, 145 Bank Street, Waterbury, CT 06702, and The Bank of New York, a
New York banking corporation, as Trustee (hereinafter called the “Trustee”).



Recitals of the Company




          The Company has duly authorized the execution and delivery of this Indenture to provide for
the issuance from time to time of its unsecured junior subordinated debt securities in series
(hereinafter called the “Securities”) of substantially the tenor hereinafter provided, including,
without limitation, Securities issued to evidence loans made to the Company of the proceeds from
the issuance from time to time by one or more statutory trusts (each a “Webster Trust,” and,
collectively, the “Webster Trusts”) of preferred trust interests in such Trusts (the “Trust
Preferred Securities”) and common interests in such Trusts (the “Common Securities” and,
collectively with the Trust Preferred Securities, the “Trust Securities”), and to provide the terms
and conditions upon which the Securities are to be authenticated, issued and delivered.



          All things necessary to make the Securities, when executed by the Company and authenticated
and delivered hereunder and duly issued by the Company, the valid obligations of the Company, and
to make this Indenture a valid agreement of the Company, in accordance with their and its terms,
have been done.



          Now therefore, this Indenture witnesseth: For and in consideration of the premises
and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed,
for the equal and proportionate benefit of all Holders of the Securities or of any series thereof,
as follows:



ARTICLE I




DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION



Section 1.1 Definitions.




          For all purposes of this Indenture, except as otherwise expressly provided or unless the
context otherwise requires:




     (1) the terms defined in this Article have the meanings assigned to them in this
Article, and include the plural as well as the singular;




     (2) all other terms used herein that are defined in the Trust Indenture Act, either
directly or by reference therein, have the meanings assigned to them therein;




     (3) all accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with generally accepted accounting principles, and the term “generally
accepted accounting principles” with respect to any computation required or permitted
hereunder shall mean such accounting principles that are generally accepted at the date or
time of such computation; provided that when two or more principles are so



 









 







generally accepted, it shall mean that set of principles consistent with those in use
by the Company;




     (4) the words “herein,” “hereof” and “hereunder” and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section or other
subdivision; and




     (5) unless the context otherwise requires, any reference to an “Article,” a “Section”
or a “Subsection” refers to an Article, Section or Subsection, as the case may be, of this
Indenture.



          “Act” when used with respect to any Holder has the meaning specified in Section 1.4(a).



          “Additional Interest” means the interest, if any, that shall accrue on any interest on the
Securities of any series the payment of which has not been made on the applicable Interest Payment
Date and that shall accrue at the rate per annum specified or determined as specified in such
Security.



          “Additional Sums” has the meaning specified in Section 10.6.



          “Additional Taxes” means the sum of any additional taxes, duties, assessments or governmental
charges of whatever nature, other than withholding taxes, imposed by the United States, or any
other taxing authority.



          “Affiliate” of any specified Person means any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control with such specified Person; provided,
however, no Webster Trust to which Securities have been issued shall be deemed to be an Affiliate
of the Company. For the purposes of this definition, “control” when used with respect to any
specified Person means the power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or otherwise; and the
terms “controlling” and “controlled” have meanings correlative to the foregoing.



          “Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 6.14 to
act on behalf of the Trustee to authenticate Securities of one or more series.



          “Board of Directors” means either the board of directors of the Company or any committee of
that board duly authorized to act hereunder.



          “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant
Secretary of the Company to have been duly adopted by the Board of Directors, or such committee of
the Board of Directors or officers of the Company to which authority to act on behalf of the Board
of Directors has been delegated, and to be in full force and effect on the date of such
certification, and delivered to the Trustee.



          “Business Day” means any day other than a Saturday, Sunday, or any other day on which banking
institutions and trust companies in New York, New York, Waterbury,



2









 







Connecticut or Wilmington, Delaware, are authorized or required by law or executive order to
remain closed.



          “Commission” means the Securities and Exchange Commission, as from time to time constituted,
created under the Exchange Act, or if at any time after the execution of this instrument such
Commission is not existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties on such date.



          “Common Securities” has the meaning specified in the first recital of this Indenture.



          “Company” means the Person named as the “Company” in the first paragraph of this instrument
until a successor corporation shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter “Company” shall mean such successor corporation.



          “Company Request” and “Company Order” mean, respectively, the written request or order signed
in the name of the Company by the Chairman of the Board of Directors, the Chairman of the Executive
Committee of the Board of Directors, a Vice Chairman of the Board of Directors, the Chief Executive
Officer, the President, the Chief Operating Officer, a Vice Chairman or a Vice President, the
Treasurer, an Assistant Treasurer, the Secretary, an Assistant Secretary or the Comptroller of the
Company, and delivered to the Trustee.



          “Corporate Trust Office” means the principal office of the Trustee at which at any particular
time its corporate trust business shall be administered.



          “corporation” includes a corporation, association, company, joint-stock company or business
trust.



          “Debt” means with respect to any Person, whether recourse is to all or a portion of the assets
of such Person and whether or not contingent, (i) every obligation of such Person for money
borrowed; (ii) every obligation of such Person evidenced by bonds, debentures, notes or other
similar instruments, including obligations incurred in connection with the acquisition of property,
assets or businesses; (iii) every reimbursement obligation of such Person with respect to letters
of credit, bankers’ acceptances or similar facilities issued for the account of such Person; (iv)
every obligation of such Person issued or assumed as the deferred purchase price of property or
services (but excluding trade accounts payable or accrued liabilities arising in the ordinary
course of business); (v) every capital lease obligation of such Person; (vi) all Other Financial
Obligations of such Person; and (vii) every obligation of the type referred to in clauses (i)
through (vi) of another Person and all dividends of another Person the payment of which, in either
case, such Person has guaranteed or is responsible or liable, directly or indirectly, as obligor or
otherwise.



          “Defaulted Interest” has the meaning specified in Section 3.7.



          “Depositary” means, with respect to the Securities of any series issuable or issued in whole
or in part in the form of one or more Global Securities, the Person designated as Depositary by the
Company pursuant to Section 3.1 with respect to such series (or any successor thereto).



3









 





          “Discount Security” means any security that provides for an amount less than the principal
amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof
pursuant to Section 5.2.



          “Distributions,” with respect to the Trust Securities issued by a Webster Trust, means amounts
payable in respect of such Trust Securities as provided in the related Trust Agreement and referred
to therein as “Distributions.”



          “Dollar” means the currency of the United States of America that, as at the time of payment,
is legal tender for the payment of public and private debts.



          “DTC” means The Depository Trust Company.



          “Event of Default” unless otherwise specified in a supplemental indenture creating a series of
Securities has the meaning specified in Article V.



          “Exchange Act” means the Securities Exchange Act of 1934, as amended, and any statute
successor thereto, in each case as amended from time to time.



          “Expiration Date” has the meaning specified in Section 1.4.



          “Extension Period” has the meaning specified in Section 3.11.



          “Federal Reserve” means the Board of Governors of the Federal Reserve System, as from time to
time constituted, or the Federal Reserve Bank of Boston, or any successor federal bank regulatory
agency having primary jurisdiction over the Company with respect to the regulation of bank holding
companies.



          “Global Security” means a Security in the form prescribed in Sections 2.2, 2.3 and 2.4
evidencing all or part of a series of Securities, issued to the Depositary or its nominee for such
series, and registered in the name of such Depositary or its nominee.



          “Holder” means a Person in whose name a Security is registered in the Securities Register.



          “Indenture” means this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof and shall include the terms of each particular series of Securities
established as contemplated by Section 3.1.



          “Interest Payment Date” means as to each series of Securities the Stated Maturity of an
installment of interest on such Securities.



          “Liquidation Amount” means, in respect of any Trust Securities issued by a Webster Trust, the
amount specified as such under the related Trust Agreement.



          “Major Subsidiary Depository Institution” means a major subsidiary depository institution of
the Company within the meaning of the Federal Reserve’s risk-based capital



4









 







guidelines applicable to bank holding companies. As of the date of this Indenture, Webster
Bank, National Association is the Company’s only Major Subsidiary Depository Institutions.



          “Maturity” when used with respect to any Security means the date on which the principal of
such Security or an installment of principal becomes due and payable as therein or herein provided,
whether at the Stated Maturity or by declaration of acceleration, call for redemption, repayment at
the option of the Holder or otherwise.



          “Notice of Default” means a written notice of the kind specified in Section 6.2.



          “Officers’ Certificate” means a certificate signed by the Chairman of the Board of Directors,
a Vice Chairman of the Board of Directors, the Chief Executive Officer, the Chief Financial
Officer, the President or a Vice President, the Treasurer, an Assistant Treasurer, the Secretary or
an Assistant Secretary of the Company, and delivered to the Trustee.



          “Opinion of Counsel” means a written opinion of counsel, who may be counsel for or an employee
of the Company or an Affiliate of the Company, and who shall be reasonably acceptable to the
Trustee.



          “Original Issue Date” means the date of issuance specified as such in each Security.



          “Other Financial Obligations” means, with respect to a Person, all obligations of such Person
to make payment pursuant to the terms of financial instruments, such as (i) securities contracts
and foreign currency exchange contracts, (ii) derivative instruments, such as swap agreements
(including interest rate and foreign exchange rate swap agreements), cap agreements, floor
agreements, collar agreements, interest rate agreements, foreign exchange rate agreements, options,
commodity futures contracts, commodity option contracts, and (iii) in the case of both (i) and (ii)
above, similar financial instruments.



          “Outstanding” means, when used in reference to any Securities, as of the date of
determination, all Securities theretofore authenticated and delivered under this Indenture, except:




     (i) Securities theretofore cancelled by the Trustee or delivered to the Trustee for
cancellation;




     (ii) Securities for whose payment or redemption money in the necessary amount has been
theretofore deposited with the Trustee or any Paying Agent in trust for the Holders of such
Securities; and




     (iii) Securities in substitution for or in lieu of which other Securities have been
authenticated and delivered or that have been paid pursuant to Section 3.6, unless proof
satisfactory to the Trustee is presented that any such Securities are held by Holders in
whose hands such Securities are valid, binding and legal obligations of the Company;


provided, however, that in determining whether the Holders of the requisite principal amount of
Outstanding Securities have given any request, demand, authorization, direction, notice, consent or
waiver hereunder, (A) the principal amount of a Discount Security that shall be deemed to be


5









 






Outstanding shall be the amount of the principal thereof that would be due and payable as of such
date upon acceleration of the Maturity thereof to such date pursuant to Section 5.2, (B) if, as of
such date, the principal amount payable at the Stated Maturity of a Security is not determinable,
the principal amount of such Security that shall be deemed to be Outstanding shall be the amount as
specified or determined as contemplated by Section 3.1, (C) the principal amount of a Security
denominated in one or more foreign currencies or currency units that shall be deemed to be
Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner provided
as contemplated by Section 3.1, of the principal amount of such Security (or, in the case of a
Security described in Clause (A) or (B) above, of the amount determined as provided in such
Clause), and (D) Securities owned by the Company or any other obligor upon the Securities or any
Affiliate of the Company or such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent or waiver, only Securities that a
Responsible Officer of the Trustee knows to be so owned shall be so disregarded. Securities so
owned that have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or such other obligor. Upon the written request of the Trustee, the
Company shall furnish to the Trustee promptly an Officers’ Certificate listing and identifying all
Securities, if any, known by the Company to be owned or held by or for the account of the Company,
or any other obligor on the Securities or any Affiliate of the Company or such obligor, and,
subject to the provisions of Section 6.1, the Trustee shall be entitled to accept such Officers’
Certificate as conclusive evidence of the facts therein set forth and of the fact that all
Securities not listed therein are Outstanding for the purpose of any
such determination. Notwithstanding anything herein to the contrary, Securities of any series initially issued to a
Webster Trust that are owned by such Webster Trust shall be deemed to be Outstanding
notwithstanding the ownership by the Company or an Affiliate of the Company of any beneficial
interest in such Webster Trust.




          “Paying Agent” means the Trustee or any Person authorized by the Company or the Trustee to pay
the principal of (and premium, if any) or interest on any Securities on behalf of the Company.



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



          “Place of Payment” means, with respect to the Securities of any series, the place or places
where the principal of (and premium, if any) and interest on the Securities of such series are
payable pursuant to Sections 3.1 and 3.11.



          “Predecessor Security” of any particular Security means every previous Security evidencing all
or a portion of the same debt as that evidenced by such particular Security; and, for the purposes
of this definition, any security authenticated and delivered under Section 3.6 in exchange for or
in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same
debt as the mutilated, destroyed, lost or stolen Security.



          “Property Trustee” means, in respect of any Webster Trust, the commercial bank or trust
company identified as the “Property Trustee” in the related Trust Agreement, solely in its capacity
as Property Trustee of such Webster Trust under such Trust Agreement and not in its



6









 







individual capacity, or its successor in interest in such capacity, or any successor Property
Trustee appointed as therein provided.



          “Redemption Date,” when used with respect to any Security to be redeemed, means the date fixed
for such redemption by or pursuant to this Indenture.



          “Redemption Price,” when used with respect to any Security to be redeemed, means the price at
which it is to be redeemed pursuant to this Indenture.



          “Regular Record Date” for the interest payable on any Interest Payment Date with respect to
the Securities of a series means, unless otherwise provided pursuant to Section 3.1 with respect to
Securities of a series, the date that is the first day of the month in which such Interest Payment
Date falls (whether or not a Business Day).



          “Repayment Date,” when used with respect to any Security to be repaid upon exercise of an
option for repayment by the Holder, means the date fixed for such repayment pursuant to this
Indenture.



          “Repayment Price,” when used with respect to any Security to be repaid upon exercise of an
option for repayment by the Holder, means the price at which it is to be repaid pursuant to this
Indenture.



          “Responsible Officer” means, when used with respect to the Trustee, any officer assigned to
the Corporate Trust Office, including any managing director, vice president, assistant vice
president, assistant treasurer, assistant secretary, any financial services officer or any other
officer of the Trustee customarily performing functions similar to those performed by any of the
above designated officers and who has direct responsibility for administration of this Indenture,
and also, with respect to a particular matter, any other officer, to whom such matter is referred
because of such officer’s knowledge of and familiarity with the particular subject.



          “Securities” or “Security” means any debt securities or debt security, as the case may be,
authenticated and delivered under this Indenture.



          “Securities Act” means the Securities Act of 1933 (or any successor statute), as it may be
amended from time to time.



          “Securities Register” and “Securities Registrar” have the respective meanings specified in
Section 3.5.



          “Senior and Subordinated Debt” means, unless otherwise specified with respect to any series of
Securities, the principal of (and premium, if any) and interest, if any (including interest
accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the
Company whether or not such claim for post-petition interest is allowed in such proceeding), on
Debt, whether incurred on or prior to the date of the Indenture or thereafter incurred, unless, in
the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is
provided that such obligations are not superior in right of payment to the Securities or to other
Debt that is pari passu with, or subordinated to, the Securities, indebtedness evidenced by bonds,
debentures, notes or similar instruments, similar obligations



7









 







arising from off-balance sheet guarantees and direct credit substitutes, obligations
associated with derivative products including but not limited to interest rate and foreign exchange
contracts and foreign contracts relating to mortgages, commodity contracts, capital lease
obligations and guarantees of any of the foregoing, but not including trade accounts payable and
accrued liabilities arising in the ordinary course of business, which will rank equally in right of
payment and upon liquidation with the Securities; provided, however, that Senior and Subordinated
Debt shall not be deemed to include (i) any Debt of the Company that when incurred and without
respect to any election under Section 1111(b) of the United States Bankruptcy Code of 1978, as
amended, was without recourse to the Company, (ii) trade accounts payable and accrued liabilities
arising in the ordinary course of business, (iii) (x) indebtedness that (a) qualifies or is issued
to financing vehicles issuing securities that qualify as tier 1 capital of the Company under the
capital guidelines of the Federal Reserve or does not at the time of issuance prevent the Company’s
[l]% Junior Subordinated Notes (the “Junior Subordinated Notes”) from qualifying as tier 1
capital of the Company under the capital guidelines of the Federal Reserve and (b) by its terms is
not superior in right of payment to the Junior Subordinated Notes or to other debt that is pari
passu with or junior to the Junior Subordinated Notes; and (y) guarantees of indebtedness described
in clause (x) or securities issued by one or more financing vehicles described in clause (x).



          “Special Record Date” for the payment of any Defaulted Interest means a date fixed by the
Trustee pursuant to Section 3.7.



          “Stated Maturity” when used with respect to any Security or any installment of principal
thereof or interest thereon means the date specified pursuant to the terms of such Security as the
date on which the principal of such Security or such installment of interest is due and payable, in
the case of such principal, as such date may be shortened or extended as provided pursuant to the
terms of such Security and this Indenture.



          “Subsidiary” means a corporation more than 50% of the outstanding voting stock of which is
owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the
Company and one or more other Subsidiaries. The term Subsidiary shall not include any Webster
Trust. For purposes of this definition, “voting stock” means stock that ordinarily has voting
power for the election of directors, whether at all times or only so long as no senior class of
stock has such voting power by reason of any contingency.



          “Tax Event” means the receipt by a Webster Trust of an opinion of counsel experienced in such
matters to the effect that, as a result of any (a) amendment to or change in the laws or
regulations of the United States or any political subdivision or taxing authority thereof or
therein that is enacted or becomes effective on or after the date of issuance of the Trust
Preferred Securities of such Webster Trust, (b) proposed change in those laws or regulations that
is announced after the date of the prospectus pursuant to which the Trust Preferred Securities of
such Webster Trust are issued, (c) official administrative decision or judicial decision or
administrative or other official pronouncement interpreting or applying such laws or regulations,
which amendment or change is effective or which pronouncement or decision is announced on or after
the date of issuance of the Trust Preferred Securities of such Webster Trust, or (d) threatened
challenge asserted in connection with an audit of the Company, such Webster Trust, or the Company’s
Subsidiaries, or a threatened challenge asserted in writing against any other



8









 







taxpayer that has raised capital through the issuance of securities that are substantially similar
to the Trust Preferred Securities of such Webster Trust, which challenge becomes publicly known
after the issuance of such Trust Preferred Securities, there is more than an insubstantial risk
that (i) such Webster Trust is, or will be, subject to U.S. federal income tax with respect to
income received or accrued on the corresponding series of Securities issued by the Company to such
Webster Trust, (ii) interest payable by the Company on such corresponding series of Securities is
not, or will not be, deductible by the Company, in whole or in part, for U.S. federal income tax
purposes, or (iii) such Webster Trust is, or will be, subject to more than a de minimis amount of
other taxes, duties or other governmental charges.



          “Trust Agreement” means the Trust Agreement (or an Amended and Restated Trust Agreement) under
which a Webster Trust is created and providing for the issuance of Trust Securities by such Webster
Trust, in each case as amended from time to time.



          “Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument
until a successor Trustee shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee
hereunder and, if at any time there is more than one such Person, “Trustee” as used with respect to
the Securities of any series shall mean the Trustee with respect to Securities of that series.



          “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended and as in effect on
the date as of this Indenture, except as provided in Section 9.5.



          “Trust Preferred Securities” has the meaning specified in the first recital of this Indenture.



          “Trust Securities” has the meaning specified in the first recital of this Indenture.



          “Vice President” when used with respect to the Company means any duly appointed vice
president, whether or not designated by a number or a word or words added before or after the title
“vice president.”



          “Webster Guarantee” means the guarantee by the Company of distributions on the Trust Preferred
Securities of a Webster Trust to the extent provided in a guarantee agreement.



          “Webster Trust” has the meaning specified in the first recital of this Indenture.


Section 1.2 Compliance Certificate and Opinions.




          Upon any application or request by the Company to the Trustee to take any action under any
provision of this Indenture, the Company shall furnish to the Trustee such certificates and
opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall
be given in the form of an Officers’ Certificate, if to be given by an officer of the Company, or
an Opinion of Counsel, if to be given by Counsel, and shall comply with the requirements of the
Trust Indenture Act and any other requirements set forth in this Indenture.



9









 





          Every certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (other than the certificates provided pursuant to Section 10.4) shall
include:




     (1) a statement that each individual signing such certificate or opinion has read such
covenant or condition and the definitions herein relating thereto;




     (2) a brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion are based;




     (3) a statement that, in the opinion of each such individual, he has made such
examination or investigation as is necessary to enable him to express an informed opinion as
to whether or not such covenant or condition has been complied with; and




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


Section 1.3 Forms of Documents Delivered to Trustee.




          In any case where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified by, or covered by
the opinion of, only one such Person, or that they be so certified or covered by only one document,
but one such Person may certify or give an opinion with respect to some matters and one or more
other such Persons as to other matters, and any such Person may certify or give an opinion as to
such matters in one or several documents.



          Any certificate or opinion of an officer of the Company may be based, insofar as it relates to
legal matters, upon a certificate or opinion of, or representations by, counsel, unless such
officer knows, or in the exercise of reasonable care should know, that the certificate or opinion
or representations with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or opinion of counsel may be based, insofar as it relates to
factual matters, upon a certificate or opinion of, or representations by, an officer or officers of
the Company stating that the information with respect to such factual matters is in the possession
of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that
the certificate or opinion or representations with respect to such matters are erroneous.



          Where any Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this Indenture, they may,
but need not, be consolidated and form one instrument.


Section 1.4 Acts of Holders.




          (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided or permitted by this Indenture to be given, made or taken by Holders may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed by such Holders in
person or by an agent duly appointed in writing; and, except as herein



10









 







otherwise expressly provided, such action shall become effective when such instrument or
instruments is or are delivered to the Trustee, and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and evidenced thereby)
are herein sometimes referred to as the “Act” of the Holders signing such instrument or
instruments. Proof of execution of any such instrument or of a writing appointing any such agent
shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in
favor of the Trustee and the Company, if made in the manner provided in this Section.



          (b) The fact and date of the execution by any Person of any such instrument or writing may be
proved by the affidavit of a witness of such execution or by the certificate of any notary public
or other officer authorized by law to take acknowledgments of deeds, certifying that the individual
signing such instrument or writing acknowledged to him the execution thereof. Where such execution
is by a Person acting in other than his individual capacity, such certificate or affidavit shall
also constitute sufficient proof of his authority.



          (c) The fact and date of the execution by any Person of any such instrument or writing, or the
authority of the Person executing the same, may also be proved in any other manner that the Trustee
deems sufficient.



          (d) The ownership of Securities shall be proved by the Securities Register.



          (e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the
Holder of any Security shall bind every future Holder of the same Security and the Holder of every
Security issued upon the registration of transfer thereof or in exchange therefor or in lieu
thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company
in reliance thereon, whether or not notation of such action is made upon such Security.



          (f) The Company may set any day as a record date for the purpose of determining the Holders of
Outstanding Securities of any series entitled to give, make or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided or permitted by this
Indenture to be given, made or taken by Holders of Securities of such series, provided that the
Company may not set a record date for, and the provisions of this paragraph shall not apply with
respect to, the giving or making of any notice, declaration, request or direction referred to in
the next paragraph. If any record date is set pursuant to this paragraph, the Holders of
Outstanding Securities of the relevant series on such record date, and no other Holders, shall be
entitled to take the relevant action, whether or not such Holders remain Holders after such record
date, provided that no such action shall be effective hereunder unless taken on or prior to the
applicable Expiration Date (as hereinafter in this Section provided) by Holders of the requisite
principal amount of Outstanding Securities of such series on such record date. Nothing in this
paragraph shall be construed to prevent the Company from setting a new record date for any action
for which a record date has previously been set pursuant to this paragraph (whereupon the record
date previously set shall automatically and with no action by any Person be cancelled and of no
effect), and nothing in this paragraph shall be construed to render ineffective any action taken by
Holders of the requisite principal amount of Outstanding Securities of the relevant series on the
date such action is taken. Promptly after any record date is set pursuant to this paragraph, the
Company, at its own expense, shall cause notice of such



11









 







record date, the proposed action by Holders and the applicable Expiration Date to be given to
the Trustee in writing and to each Holder of Securities of the relevant series in the manner set
forth in Section 1.6.



          The Trustee may set any day as a record date for the purpose of determining the Holders of
Outstanding Securities of any series entitled to join in the giving or making of (i) any Notice of
Default, (ii) any declaration of acceleration referred to in Section 5.2, (iii) any request to
institute proceedings referred to in Section 5.7(2) or (iv) any direction referred to in Section
5.12, in each case with respect to Securities of such series. If any record date is set pursuant
to this paragraph, the Holders of Outstanding Securities of such series on such record date, and no
other Holders, shall be entitled to join in such notice, declaration, request or direction, whether
or not such Holders remain Holders after such record date, provided that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the
requisite principal amount of Outstanding Securities of such series on such record date. Nothing
in this paragraph shall be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person be cancelled and of
no effect), and nothing in this paragraph shall be construed to render ineffective any action taken
by Holders of the requisite principal amount of Outstanding Securities of the relevant series on
the date such action is taken.



          Promptly after any record date is set pursuant to this paragraph, the Trustee, at the
Company’s expense, shall cause notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Company in writing and to each Holder of Securities
of the relevant series in the manner set forth in Section 1.6.



          With respect to any record date set pursuant to this Section, the party hereto that sets such
record dates may designate any day as the “Expiration Date” and from time to time may change the
Expiration Date to any earlier or later day, provided that no such change shall be effective unless
notice of the proposed new Expiration Date is given to the other party hereto in writing, and to
each Holder of Securities of the relevant series in the manner set forth in Section 1.6, on or
prior to the existing Expiration Date. If an Expiration Date is not designated with respect to any
record date set pursuant to this Section, the party hereto that set such record date shall be
deemed to have initially designated the 180th day after such record date as the Expiration Date
with respect thereto, subject to its right to change the Expiration Date as provided in this
paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day
after the applicable record date.



          (g) Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder
with regard to any particular Security may do so with regard to all or any part of the principal
amount of such Security or by one or more duly appointed agents each of which may do so pursuant to
such appointment with regard to all or any part of such principal amount.



12









 




Section 1.5 Notices, Etc. to Trustee and Company.




          Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or
other document provided or permitted by this Indenture to be made upon, given or furnished to, or
filed with,




     (1) the Trustee by any Holder, any holder of Trust Preferred Securities or the Company
shall be sufficient for every purpose hereunder if made, given, furnished or filed in
writing to or with the Trustee at its Corporate Trust Office, or




     (2) the Company by the Trustee, any Holder or any holder of Trust Preferred Securities
shall be sufficient for every purpose (except as otherwise provided in Section 5.1)
hereunder if in writing and mailed, first class, postage prepaid, to the Company addressed
to it at the address of its principal office specified in the first paragraph of this
instrument or at any other address previously furnished in writing to the Trustee by the
Company.


Section 1.6 Notice to Holders; Waiver.




          Where this Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first
class postage prepaid, to each Holder affected by such event, at the address of such Holder as it
appears in the Securities Register, not later than the latest date, and not earlier than the
earliest date, prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to
any particular Holder shall affect the sufficiency of such notice with respect to other Holders.
In case, by reason of the suspension of or irregularities in regular mail service or for any other
reason, it shall be impossible or impracticable to mail notice of any event to Holders when said
notice is required to be given pursuant to any provision of this Indenture or of the relevant
Securities, then any manner of giving such notice as shall be satisfactory to the Trustee shall be
deemed to be a sufficient giving of such notice. Where this Indenture provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.


Section 1.7 Conflict with Trust Indenture Act.




          If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture
Act that is required under such Act to be a part of and govern this Indenture, the latter provision
shall control. If any provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to
this Indenture as so modified or to be excluded, as the case may be.


Section 1.8 Effect of Headings and Table of Contents.




          The Article and Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.



13









 




Section 1.9 Successors and Assigns.




          All covenants and agreements in this Indenture by the Company shall bind its successors and
assigns, whether so expressed or not.


Section 1.10 Separability Clause.




          In case any provision in this Indenture or in the Securities shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.


Section 1.11 Benefits of Indenture.




          Nothing in this Indenture or in the Securities, express or implied, shall give to any Person,
other than the parties hereto and their successors hereunder, the holders of Senior and
Subordinated Debt and assigns, the holders of the Trust Preferred Securities and the Holders of the
Securities, any benefit or any legal or equitable right, remedy or claim under this Indenture.


Section 1.12 Governing Law.




          This Indenture and the Securities shall be governed by and construed in accordance with the
laws of the State of New York.


Section 1.13 Legal Holidays.




          In any case where any Interest Payment Date, Redemption Date, Repayment Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding
any other provision of this Indenture or of the Securities (other than a provision of any Security
the terms of which, as established pursuant to Section 3.1, specifically provide otherwise) payment
of interest or principal (and premium, if any) need not be made on such date, but may be made on
the next succeeding Business Day at such Place of Payment (and no interest shall accrue for the
period from and after such Interest Payment Date, Redemption Date, Repayment Date or Stated
Maturity, as the case may be, until such next succeeding Business Day except that, if such Business
Day is in the next succeeding calendar year, such payment shall be made on the immediately
preceding Business Day (in each case with the same force and effect as if made on the Interest
Payment Date, Redemption Date or Repayment Date or at the Stated Maturity).



ARTICLE II




SECURITY FORMS



Section 2.1 Forms Generally.




          The Securities of each series shall be in substantially the form set forth in this Article, or
in such other form as shall be established by or pursuant to a Board Resolution or in one or more
indentures supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this Indenture and



14









 







may have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with applicable tax laws or the rules of
any securities exchange or Depositary therefor or as may, consistently herewith, be determined by
the officers executing such Securities, as evidenced by their execution thereof. If the form of
Securities of any series is established by action taken pursuant to a Board Resolution, a copy of
an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary
of the Company and delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 3.3 with respect to the authentication and delivery of such Securities.



          The definitive Securities shall be printed, lithographed or engraved or produced by any
combination of these methods, if required by any securities exchange on which the Securities may be
listed, on a steel engraved border or steel engraved borders or may be produced in any other manner
permitted by the rules of any securities exchange on which the Securities may be listed, all as
determined by the officers executing such Securities, as evidenced by their execution of such
Securities.



          Securities distributed to holders of Trust Preferred Securities in book-entry form shall be
distributed in the form of one or more Global Securities registered in the name of a Depositary or
its nominee, and deposited with the Security Registrar, as custodian for such Depositary, or held
by such Depositary, for credit by the Depositary to the respective accounts of the beneficial
owners of the Securities represented thereby (or such other accounts as they may direct).
Securities distributed to holders of Trust Preferred Securities held in non book-entry definitive
form shall not be issued in the form of a Global Security or any other form intended to facilitate
book-entry trading in beneficial interests in such Securities.


Section 2.2 Form of Face of Security.




          THIS NOTE IS NOT A DEPOSIT OR OTHER OBLIGATION OF A DEPOSITORY INSTITUTION AND IS NOT INSURED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.



[Insert any legend required by the Internal Revenue Code and the regulations thereunder.]




WEBSTER FINANCIAL CORPORATION




(TITLE OF SECURITY)




No. $




          WEBSTER FINANCIAL CORPORATION, a corporation organized and existing under the laws of Delaware
(hereinafter called the “Company”, which term includes any successor corporation under the
Indenture hereinafter referred to), for value received, hereby promises to pay to      , or
registered assigns, the principal sum of            Dollars [If the Security is a Global Security,
then insert, if applicable — , or such other principal amount as may be set forth in the records of
the Securities Registrar hereinafter referred to in accordance with the Indenture,] on      ,
(the “Stated Maturity Date”). The Company further promises to pay interest on said principal sum
from      , or from the most recent interest payment date (each such



15









 







date, an “Interest Payment Date”) on which interest has been paid or duly provided for,
[monthly] [quarterly] [semi-annually] [If applicable, insert — (subject to deferral as set forth
herein)] in arrears on [Insert applicable Interest Payment Dates] of each year, commencing
        ,        , at the rate of      % per annum [If applicable, describe method for
calculating floating rate], until the principal hereof shall have become due and payable, [If
applicable, insert — plus Additional Interest, if any,] until the principal hereof is paid or duly
provided for or made available for payment [If applicable, insert — and on any overdue principal
and (without duplication and to the extent that payment of such interest is enforceable under
applicable law) on any overdue installment of interest at the rate of      % per annum, compounded
[monthly] [quarterly] [semi-annually]]. The amount of interest payable for any period less than a
full interest period shall be computed on the basis of twelve 30-day months and a 360-day year and
the actual number of days elapsed in a partial month in a period. In the event that any date on
which interest is payable on this Security is not a Business Day, then a payment of the interest
payable on such date will be made on the next succeeding day that is a Business Day (and without
any interest or other payment in respect of any such delay), except that, if such Business Day is
in the next succeeding calendar year, such payment shall be made on the immediately preceding
Business Day, in each case with the same force and effect as if made on the date the payment was
originally payable. [A “Business Day” shall mean any day other than a Saturday, Sunday, or any
other day on which banking institutions and trust companies in New York, New York, Waterbury,
Connecticut [If applicable, insert —, or the principal office of the Property Trustee under the
Trust Agreement hereinafter referred to for Webster Trust] are authorized or required by law or
executive order to remain closed. The interest installment so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest installment, which shall be the
[Insert definition of Regular Record Dates]. Any such interest installment not so punctually paid
or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date
and may either be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.



          [If applicable, insert — So long as no Event of Default has occurred and is continuing, the
Company shall have the right at any time during the term of this Security to defer payment of
interest on this Security, at any time or from time to time, for up to            consecutive [monthly]
[quarterly] [semi-annual] interest payment periods with respect to each deferral period (each an
“Extension Period”), during which Extension Periods the Company shall have the right to make
partial payments of interest on any Interest Payment Date, and at the end of which the Company
shall pay all interest then accrued and unpaid (together with Additional Interest thereon to the
extent permitted by applicable law); provided, however, that no Extension Period shall extend
beyond the Stated Maturity of the principal of this Security; provided, however, that during any
such Extension Period, the Company shall not, and shall not permit any Subsidiary of the Company
to, declare or pay any dividends or any distributions on, or make any payments of



16









 







interest, principal or premium, or guarantee payments on, or redeem, purchase, acquire or make
a liquidation payment on, any capital stock of the Company, debt securities that rank equal or
junior to this Security or guarantees that rank equal or junior to this Security, in each case
other than: [Insert exceptions applicable to relevant series of Securities] Prior to the
termination of any such Extension Period, the Company may further extend the interest payment
period, provided that no Extension Period shall exceed consecutive [months] [quarters] [semi-annual
periods] or extend beyond the Stated Maturity of the principal of this Security. Upon the
termination of any such Extension Period and upon the payment of all accrued and unpaid interest
and any Additional Interest then due, the Company may elect to begin a new Extension Period,
subject to the above requirements. No interest shall be due and payable during an Extension Period
except at the end thereof. The Company shall give the Holder of this Security and the Trustee
notice of its election to begin or extend any Extension Period at least ten Business Days prior to
the date on which Distributions on the Trust Preferred Securities would be payable but for the
election to begin or extend such Extension Period. The Trustee or its designee shall give notice
of the Company’s election to begin or extend any Extension Period to the Property Trustee.]



          Payment of the principal of (and premium, if any) and interest on this Security will be made
at the office or agency of the Company maintained for that purpose in the United States, in such
coin or currency of the United States of America as at the time of payment is legal tender for
payment of public and private debts [If applicable, insert — ; provided, however, that at the
option of the Company payment of interest may be made (i) by check mailed to the address of the
Person entitled thereto as such address shall appear in the Securities Register or (ii) by wire
transfer in immediately available funds at such place and to such account as may be designated by
the Person entitled thereto as specified in the Securities Register in writing not less than ten
days before the date of the interest payment].



          The indebtedness evidenced by this Security is, to the extent provided in the Indenture,
subordinate and junior in right of payments to the prior payment in full of all Senior and
Subordinated Debt, and this Security is issued subject to the provisions of the Indenture with
respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be
bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such actions
as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the
Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance
hereof, waives all notice of the acceptance of the subordination provisions contained herein and in
the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred,
and waives reliance by each such holder upon said provisions.



          Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.



          Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.



17









 





          IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.



	 	 	 	 	 
	 	 	WEBSTER FINANCIAL CORPORATION.
	 
	 	 	 	 
	 

	 	By	 	 
	 

	 	 	 	 
	 

	 	 	 	[PRESIDENT OR VICE PRESIDENT]





Section 2.3 Form of Reverse of Security.




          This Security is one of a duly authorized issue of securities of the Company (herein called
the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of •,
2007 (herein called the “Indenture”), between the Company and The Bank of New York, as Trustee
(herein called the “Trustee”, which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the
Company and the Holders of the Securities, and of the terms upon which the Securities are, and are
to be, authenticated and delivered. [If applicable, insert — By the terms of the Indenture, the
Securities are issuable in series that may vary as to amount, date of maturity, rate of interest,
rank and in any other respect provided in the Indenture.]



          All terms used in this Security that are defined in the Indenture [If applicable, insert — or
in the Amended and Restated Trust Agreement, dated as of      ,        , as amended (the
“Trust Agreement”), for Webster Trust among WEBSTER FINANCIAL CORPORATION, as Sponsor, and the
Trustees named therein,] shall have the meanings assigned to them in the Indenture [If applicable,
insert— or the Trust Agreement, as the case may be].



          [If applicable, insert — The Company may at any time, at its option, on or after      ,
        , and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in
whole at any time or in part from time to time, without premium or penalty, at a redemption price
equal to 100% of the principal amount thereof plus accrued and unpaid interest [If applicable,
insert—including Additional Interest, if any] to the Redemption Date.]



          In the event of redemption of this Security in part only, a new Security or Securities of this
series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.



          The Indenture contains provisions for satisfaction and discharge of the entire indebtedness of
this Security upon compliance by the Company with certain conditions set forth in the Indenture.



          The Indenture permits, with certain exceptions as therein provided, the Company and the
Trustee at any time to enter into a supplemental indenture or indentures for the purpose of
modifying in any manner the rights and obligations of the Company and of the Holders of the
Securities, with the consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of each series to be affected by such supplemental indenture. The



18









 







Indenture also contains provisions permitting Holders of specified percentages in principal
amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all
Securities of such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences. Any such consent
or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon
all future Holders of this Security and of any Security issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver
is made upon this Security.



          [If the security is not a Discount Security, insert — As provided in and subject to the
provisions of the Indenture, if an Event of Default with respect to the Securities of this series
at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities of this series may
declare the principal amount of all the Securities of this series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given by Holders),
provided that, in the case of the Securities of this series issued to a Webster Trust, if upon an
Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of this series fails to declare the principal of all the Securities of this
series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation
Amount of the Trust Preferred Securities of such Webster Trust then outstanding shall have such
right by a notice in writing to the Company and the Trustee; and upon any such declaration the
principal amount of and the accrued interest (including any Additional Interest) on all the
Securities of this series shall become immediately due and payable, provided that the payment of
principal and interest (including any Additional Interest) on such Securities shall remain
subordinated to the extent provided in Article XIII of the Indenture.]



          [If the security is a Discount Security, insert — As provided in and subject to the provisions
of the Indenture, if an Event of Default with respect to the Securities of this series at the time
Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not
less than such portion of the principal amount as may be specified in the terms of this series may
declare an amount of principal and accrued but unpaid interest of the Securities of this series to
be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), provided that, in the case of the Securities of this series issued to a Webster Trust,
if upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of
the Outstanding Securities of this series fails to declare the principal and accrued but unpaid
interest of all the Securities of this series to be immediately due and payable, the holders of at
least 25% in aggregate Liquidation Amount of the Trust Preferred Securities of such Webster Trust
then outstanding shall have such right by a notice in writing to the Company and the Trustee. Such
amount shall be equal to [Insert formula for determining the amount]. Upon any such declaration,
such amount of the principal of and the accrued interest (including any Additional Interest) on all
the Securities of this series shall become immediately due and payable, provided that the payment
of principal and interest (including any Additional Interest) on such Securities shall remain
subordinated to the extent provided in Article XIII of the Indenture. Upon payment (i) of the
amount of principal so declared due and payable and (ii) of interest on any overdue principal and
overdue interest (in each case to the extent that the payment of such interest shall be legally
enforceable), all of the Company’s obligations in respect of the payment of the principal of and
interest, if any, on this Security shall terminate.]



19









 





          No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of (and premium, if any) and interest on this Security at the times, place and rate,
and in the coin or currency, herein prescribed.



          As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Securities Register, upon surrender of this
Security for registration of transfer at the office or agency of the Company maintained under
Section 10.2 of the Indenture duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Securities Registrar duly executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this
series, of authorized denominations and for the same aggregate principal amount, will be issued to
the designated transferee or transferees. No service charge shall be made for any such
registration of transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.



          Prior to due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee shall treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.



          The Securities of this series are issuable only in registered form without coupons in minimum
denominations of $1,000 and any integral multiples of $1,000 in excess thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of such series of a different
authorized denomination, as requested by the Holder surrendering the same.



          The Company and, by its acceptance of this Security or a beneficial interest therein, the
Holder of, and any Person that acquires a beneficial interest in, this Security agree that for U.S.
federal, state and local tax purposes it is intended that this Security constitute indebtedness.



          The Indenture and this Security shall be governed by and construed in accordance with the laws
of the State of New York.



Section 2.4 Additional Provisions Required in Global Security.



          Unless otherwise specified as contemplated by Section 3.1 for the Securities evidenced
thereby, every Global Security authenticated and delivered hereunder shall bear a legend in
substantially the following form:



THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR SECURITY REGISTERED, AND
NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF
ANY



20









 






PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT
FOR REGISTRATION OR TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER, CEDE & CO., HAS AN INTEREST HEREIN.


Section 2.5 Form of Trustee’s Certificate of Authentication.




          The Trustee’s certificate of authentication shall be substantially in the following form:



          This is one of the Securities referred to in the within mentioned Indenture.



	 	 	 	 	 
	 	 	THE BANK OF NEW YORK,
	 

	 	Not in its
individual capacity but solely as Trustee
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	AUTHORIZED OFFICER






ARTICLE III




THE SECURITIES



Section 3.1 Amount Unlimited Issuable in Series.




          The aggregate principal amount of Securities that may be authenticated and delivered under
this Indenture is unlimited.



          The Securities may be issued in one or more series. There shall be established in or pursuant
to a Board Resolution, and, subject to Section 3.3, set forth, or determined in the manner
provided, in an Officers’ Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series:



          (a) the title of the Securities of such series, which shall distinguish the Securities of the
series from all other Securities;



21









 





          (b) the limit, if any, upon the aggregate principal amount of the Securities of such series
that may be authenticated and delivered under this Indenture (except for Securities authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities
of the series pursuant to Section 3.4, 3.5, 3.6, 9.6, 11.6 or 14.3 and except for any Securities
that, pursuant to Section 3.3, are deemed never to have been authenticated and delivered
hereunder); provided, however, that the authorized aggregate principal amount of such series may be
increased above such amount by a Board Resolution to such effect;



          (c) the Stated Maturity or Maturities on which the principal of the Securities of such series
is payable or the method of determination thereof;



          (d) the rate or rates, if any, at which the Securities of such series shall bear interest, the
rate or rates and extent to which Additional Interest, if any, shall be payable in respect of any
Securities of such series, or the method or methods by which such rate or rates may be determined,
whether payment of interest will be contingent in any respect and/or the interest rate reset, the
date or dates from which such interest or Additional Interest shall accrue, the Interest Payment
Dates on which such interest shall be payable, the right, pursuant to Section 3.11 or as otherwise
set forth therein, of the Company to defer or extend an Interest Payment Date, the Regular Record
Date for the interest payable on any Security on any Interest Payment Date and other circumstances,
if any, in which the Company may defer interest payments, or the method by which any of the
foregoing shall be determined;



          (e) if applicable, the extension features of the Securities of the series;



          (f) the place or places where the principal of (and premium, if any) and interest on the
Securities of such series shall be payable, the place or places where the Securities of such series
may be presented for registration of transfer or exchange, and the place or places where notices
and demands to or upon the Company in respect of the Securities of such series may be made;



          (g) the period or periods within or the date or dates on which, if any, the price or prices at
which and the terms and conditions upon which the Securities of such series may be redeemed, in
whole or in part, at the option of the Company;



          (h) the obligation or the right, if any, of the Company to redeem, repay or purchase the
Securities of such series pursuant to any sinking fund, amortization or analogous provisions, or at
the option of a Holder thereof, and the period or periods within which, the price or prices at
which, the currency or currencies (including currency unit or units) in which and the other terms
and conditions upon which Securities of the series shall be redeemed, repaid or purchased, in whole
or in part, pursuant to such obligation;



          (i) the denominations in which any Securities of such series shall be issuable, if other than
denominations of $1,000 and any integral multiple of $1,000 in excess thereof;



          (j) if other than Dollars, the currency or currencies (including currency unit or units) in
which the principal of (and premium, if any) and interest, if any, on the Securities of the series
shall be payable, or in which the Securities of the series shall be denominated and the



22









 







manner of determining the equivalent thereof in Dollars for purposes of the definition of
Outstanding;



          (k) the additions, modifications or deletions, if any, in the Events of Default or covenants
of the Company set forth herein with respect to the Securities of such series;



          (l) if other than the principal amount thereof, the portion of the principal amount of
Securities of such series that shall be payable upon declaration of acceleration of the Maturity
thereof;



          (m) any index or indices used to determine the amount of payments of principal of and premium,
if any, on the Securities of such series or the manner in which such amounts will be determined;



          (n) whether the Securities of the series, or any portion thereof, shall initially be issuable
in the form of a temporary Global Security representing all or such portion of the Securities of
such series and provisions for the exchange of such temporary Global Security for definitive
Securities of such series;



          (o) if applicable, that any Securities of the series shall be issuable in whole or in part in
the form of one or more Global Securities and, in such case, the respective Depositaries for such
Global Securities, the form of any legend or legends that shall be borne by any such Global
Security in addition to or in lieu of that set forth in Section 2.4 and any circumstances in
addition to or in lieu of those set forth in Section 3.5 in which any such Global Security may be
exchanged in whole or in part for Securities registered, and any transfer of such Global Security
in whole or in part may be registered, in the name or names of Persons other than the Depositary
for such Global Security or a nominee thereof;



          (p) the appointment of any Paying Agent or Agents for the Securities of such series;



          (q) the terms of any right to convert or exchange Securities of such series into any other
securities or property of the Company, and the additions or changes, if any, to this Indenture with
respect to the Securities of such series to permit or facilitate such conversion or exchange;



          (r) if applicable, whether subordination provisions that differ from those set out in Article
XIII shall apply to the Securities of such series, including whether a different definition for the
term “Senior and Subordinated Debt” shall apply with respect to the Securities of such series; and



          (s) any other terms of the Securities of such series (which terms shall not be inconsistent
with the provisions of this Indenture).



          All Securities of any one series shall be substantially identical except as to denomination
and except as may otherwise be provided herein or in or pursuant to such Board Resolution and set
forth in such Officers’ Certificate or in any such indenture supplemental hereto.



23









 





          If any of the terms of the series are established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or
an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of
the Officers’ Certificate setting forth the terms of the series.


Section 3.2 Denominations.




          The Securities of each series shall be in registered form without coupons and shall be
issuable in denominations of $1,000 and any integral multiple of $1,000 in excess thereof, unless
otherwise specified as contemplated by Section 3.1.


Section 3.3 Execution, Authentication, Delivery and Dating.




          The Securities shall be executed on behalf of the Company by its President or one of its Vice
Presidents and attested by its Secretary or one of its Assistant Secretaries. The signature of any
of these officers on the Securities may be manual or facsimile.



          Securities bearing the manual or facsimile signatures of individuals who were at any time the
proper officers of the Company shall bind the Company, notwithstanding that such individuals or any
of them have ceased to hold such offices prior to the authentication and delivery of such
Securities or did not hold such offices at the date of such Securities. At any time and from time
to time after the execution and delivery of this Indenture, the Company may deliver Securities of
any series executed by the Company to the Trustee for authentication, together with a Company Order
for the authentication and delivery of such Securities, and the Trustee in accordance with the
Company Order shall authenticate and deliver such Securities. If the form or terms of the
Securities of the series have been established by or pursuant to one or more Board Resolutions as
permitted by Sections 2.1 and 3.1, in authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled
to receive, and (subject to Section 6.1) shall be fully protected in relying upon, an Opinion of
Counsel stating,




     (1) if the form of such Securities has been established by or pursuant to Board
Resolution as permitted by Section 2.1, that such form has been established in conformity
with the provisions of this Indenture;




     (2) if the terms of such Securities have been established by or pursuant to Board
Resolution as permitted by Section 3.1, that such terms have been established in conformity
with the provisions of this Indenture; and




     (3) that such Securities, when authenticated and delivered by the Trustee and issued by
the Company in the manner and subject to any conditions specified in such Opinion of
Counsel, will constitute valid and legally binding obligations of the Company enforceable in
accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to or
affecting creditors’ rights and to general equity principles.


If such form or terms have been so established, the Trustee shall not be required to authenticate
such Securities if the issue of such Securities pursuant to this Indenture will affect the
Trustee’s


24









 






own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner
that is not reasonably acceptable to the Trustee.




          Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all
Securities of a series are not to be originally issued at one time, it shall not be necessary to
deliver the Officers’ Certificate otherwise required pursuant to Section 3.1 or the Company Order
and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the
authentication of each Security of such series if such documents are delivered at or prior to the
authentication upon original issuance of the first Security of such series to be issued.



          Each Security shall be dated the date of its authentication.



          No Security shall be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose, unless there appears on such Security a certificate of authentication
substantially in the form provided for herein executed by the Trustee by the manual signature of
one of its authorized officers, and such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated and delivered
hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and
delivered hereunder but never issued and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this
Indenture such Security shall be deemed never to have been authenticated and delivered hereunder
and shall never be entitled to the benefits of this Indenture.


Section 3.4 Temporary Securities.




          Pending the preparation of definitive Securities of any series, the Company may execute, and
upon Company Order the Trustee shall authenticate and deliver, temporary Securities that are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any denomination,
substantially of the tenor of the definitive Securities of such series in lieu of which they are
issued and with such appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as evidenced by their execution of such
Securities.



          If temporary Securities of any series are issued, the Company will cause definitive Securities
of such series to be prepared without unreasonable delay. After the preparation of definitive
Securities, the temporary Securities shall be exchangeable for definitive Securities upon surrender
of the temporary Securities at the office or agency of the Company designated for that purpose
without charge to the Holder. Upon surrender for cancellation of any one or more temporary
Securities, the Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor one or more definitive Securities of the same series, of any authorized denominations
having the same Original Issue Date and Stated Maturity and having the same terms as such temporary
Securities. Until so exchanged, the temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities of such series.



25









 




Section 3.5 Registration, Transfer and Exchange.




          The Company shall cause to be kept at each office or agency maintained for registrations of
transfers and exchanges in a Place of Payment pursuant to Section 10.2 with respect to the
Securities of each series a register in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Securities and of transfers of
Securities. Each such register is herein sometimes referred to as the “Securities Register.” The
Company shall designate one Person to maintain the Securities Register for the Securities of each
series on a consolidated basis, and such Person is referred to herein, with respect to such series,
as the “Securities Registrar.” The Company appoints the Trustee as Securities Registrar unless
otherwise specified with respect to any particular series in accordance with Section 3.1. Anything
herein to the contrary notwithstanding, the Company may designate one or more of its offices as an
office in which a register with respect to the Securities of one or more series shall be
maintained, and the Company may designate itself the Securities Registrar with respect to one or
more of such series. The Company may revoke any designation of a Securities Registrar theretofore
made by it. The Securities Register shall be open for inspection by the Trustee and the Company at
all reasonable times.



          Upon surrender for registration of transfer of any Security at the office or agency of the
Company designated for that purpose the Company shall execute, and the Trustee shall authenticate
and deliver, in the name of the designated transferee or transferees, one or more new Securities of
the same series of any authorized denominations, of a like aggregate principal amount, of the same
Original Issue Date and Stated Maturity and having the same terms.



          At the option of the Holder, Securities may be exchanged for other Securities of the same
series of any authorized denominations, of a like aggregate principal amount, of the same Original
Issue Date and Stated Maturity and having the same terms, upon surrender of the Securities to be
exchanged at such office or agency. Whenever any securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the Securities that the
Holder making the exchange is entitled to receive.



          All Securities issued upon any transfer or exchange of Securities shall be the valid
obligations of the Company, evidencing the same debt, and entitled to the same benefits under this
Indenture, as the Securities surrendered upon such transfer or exchange.



          Every Security presented or surrendered for transfer or exchange shall (if so required by the
Company or the Securities Registrar) be duly endorsed, or be accompanied by a written instrument of
transfer in form satisfactory to the Company and the Securities Registrar, duly executed by the
Holder thereof or his attorney duly authorized in writing.



          No service charge shall be made to a Holder for any transfer or exchange of Securities, but
the Company may require payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any transfer or exchange of Securities.



          The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities:



26









 






     (1) Each Global Security authenticated under this Indenture shall be registered in the
name of the Depositary designated for such Global Security or a nominee thereof and
delivered to such Depositary or a nominee thereof or custodian therefor, and each such
Global Security shall constitute a single Security for all purposes of this Indenture.




     (2) Notwithstanding any other provision in this Indenture, no Global Security may be
exchanged in whole or in part for Securities registered, and no transfer of a Global
Security in whole or in part may be registered, in the name of any Person other than the
Depositary for such Global Security or a nominee thereof unless (A) such Depositary (i) has
notified the Company that it is unwilling or unable to continue as Depositary for such
Global Security and no successor Depository has been appointed within 90 days of this notice
or (ii) has ceased to be a clearing agency registered under the Exchange Act at a time when
the Depositary is required to be so registered to act as depositary and no successor
Depository has been appointed within 90 days after the Company has learned that the
Depositary has ceased to be so registered, (B) there shall have occurred and be continuing
an Event of Default with respect to such Global Security, (C) the Company in its sole
discretion determines that such Global Security will be so exchangeable or transferable or
(D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing
as have been specified for this purpose as contemplated by Section 3.1.




     (3) Subject to Clause (2) above, any exchange of a Global Security for other Securities
may be made in whole or in part, and all Securities issued in exchange for a Global Security
or any portion thereof shall be registered in such names as the Depositary for such Global
Security shall direct.




     (4) Every Security authenticated and delivered upon registration of transfer of, or in
exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to
this Section, Section 3.4, 3.6, 9.6, 11.6 or 14.3 or otherwise, shall be authenticated and
delivered in the form of, and shall be, a Global Security, unless such Security is
registered in the name of a Person other than the Depositary for such Global Security or a
nominee thereof.




     (5) Neither any members of, or participants in, the Depositary nor any other Persons on
whose behalf such members or participants may act shall have any rights under this Indenture
with respect to any Global Security registered in the name of the Depositary or any nominee
thereof, and the Depositary or such nominee, as the case may be, may be treated by the
Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and
holder of such Global Security for all purposes whatsoever. None of the Company, the
Trustee, any Paying Agent, any Securities Registrar, any authenticating agent or any other
agent of the Company or any agent of the Trustee shall have any responsibility or liability
for any aspect of the records relating to or payments made on account of beneficial
ownership interests of a Security in the form of a Global Security, or for maintaining,
supervising or reviewing any records relating to such beneficial ownership interests. The
Company, the Trustee, any Paying Agent, any Securities Registrar and any other agent of the
Company and any agent of the Trustee shall be entitled to deal with any depositary
(including any Depositary), and any nominee



27









 







thereof, that is the holder of any such Global Security for all purposes of this
Indenture relating to such Global Security (including the payment of principal, premium, if
any, and interest, if any, and the giving of instructions or directions by or to the owner
or holder of a beneficial ownership interest in such Global Security) as the sole holder of
such Global Security and shall have no obligations to the beneficial owners thereof. None
of the Company, the Trustee, any Paying Agent, any Securities Registrar or any other agent
of the Company or any agent of the Trustee shall have any responsibility or liability for
any acts or omissions of any such depositary with respect to such Global Note, for the
records of any such depositary, including records in respect of beneficial ownership
interests in respect of any such Global Security, for any transactions between such
depositary and any members or participants in the Depositary or other participant in such
depositary or between or among any such depositary, any such member or participant in the
Depositary or other participant and/or any holder or owner of a beneficial interest in such
Global Security or for any transfers of beneficial interests in any such Global Security.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any
agent of the Company or the Trustee from giving effect to any written certification, proxy
or other authorization furnished by the Depositary or such nominee, as the case may be, or
impair, as between the Depositary, members or participants of the Depositary and any other
Person on whose behalf a member or participant of the Depositary may act, the operation of
customary practices of such Persons governing the exercise of the rights of a beneficial
holder of any Global Security.



          Neither the Company nor the Trustee shall be required, pursuant to the provisions of this
Section, (a) to issue, register the transfer of or exchange any Security of any series during a
period beginning at the opening of business 15 days before the day of selection for redemption of
Securities pursuant to Article XI and ending at the close of business on the day of mailing of
notice of redemption or (b) to transfer or exchange any Security so selected for redemption in
whole or in part, except, in the case of any Security to be redeemed in part, any portion thereof
not to be redeemed.


Section 3.6 Mutilated, Destroyed, Lost and Stolen Securities.




          If any mutilated Security is surrendered to the Trustee, the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a new Security of the same issue and
series of like tenor and principal amount, having the same Original Issue Date and Stated Maturity,
and bearing a number not contemporaneously outstanding.



          If there shall be delivered to the Company and to the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security, and (ii) such security or indemnity
as may be required by them to save each of them and any agent of them harmless, then, in the
absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any
such destroyed, lost or stolen Security, a new Security of the same issue and series of like tenor
and principal amount, having the same Original Issue Date and Stated Maturity as such destroyed,
lost or stolen Security, and bearing a number not contemporaneously outstanding.



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          In case any such mutilated, destroyed, lost or stolen Security has become or is about to
become due and payable, the Company in its discretion may, instead of issuing a new Security, pay
such Security.



          Upon the issuance of any new Security under this Section, the Company and the Trustee may
require the payment of a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee)
connected therewith.



          Every new Security of any series issued pursuant to this Section in lieu of any destroyed,
lost or stolen Security shall constitute an original additional contractual obligation of the
Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately
with any and all other Securities of that series duly issued hereunder.



          The provisions of this Section are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost
or stolen Securities.


Section 3.7 Payment of Interest; Interest Rights Preserved.




          Interest on any Security of any series that is payable, and is punctually paid or duly
provided for, on any Interest Payment Date, shall be paid to the Person in whose name that Security
(or one or more Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest in respect of Securities of such series, except that, unless
otherwise provided in the Securities of such series, interest payable on the Stated Maturity of the
principal of a Security shall be paid to the Person to whom principal is paid.



          The initial payment of interest on any Security of any series that is issued between a Regular
Record Date and the related Interest Payment Date shall be payable as provided in such Security or
in the Board Resolution pursuant to Section 3.1 with respect to the related series of Securities.



          Any interest on any Security that is payable, but is not timely paid or duly provided for, on
any Interest Payment Date for Securities of such series (herein called “Defaulted Interest”), shall
forthwith cease to be payable to the registered Holder on the relevant Regular Record Date by
virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its
election in each case, as provided in Clause (1) or (2) below:




     (1) The Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Securities of such series in respect of which interest is in default (or
their respective Predecessor Securities) are registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the
following manner.




          The Company shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each Security and the date of the proposed payment, and at the same
time the Company shall deposit with the Trustee an amount of



29









 







money equal to the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to
the date of the proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this Clause provided.
Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted
Interest that shall be not more than 15 days and not less than 10 days prior to the date of
the proposed payment and not less than 10 days after the receipt by the Trustee of the
notice of the proposed payment. The Trustee shall promptly notify the Company of such
Special Record Date and, in the name and at the expense of the Company, shall cause notice
of the proposed payment of such Defaulted Interest and the Special Record Date therefor to
be mailed, first class, postage prepaid, to each Holder of a Security of such series at the
address of such Holder as it appears in the Securities Register not less than 10 days prior
to such Special Record Date.




          Notice of the proposed payment of such Defaulted Interest and the Special Record Date
therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the
Persons in whose names the Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on such Special Record Date and shall no
longer be payable pursuant to the following Clause (2).




     (2) The Company may make payment of any Defaulted Interest in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the Securities of
the series in respect of which interest is in default may be listed and, upon such notice as
may be required by such exchange (or by the Trustee if the Securities are not listed), if,
after notice given by the Company to the Trustee of the proposed payment pursuant to this
Clause, such payment shall be deemed practicable by the Trustee.



          Subject to the foregoing provisions of this Section, each Security delivered under this
Indenture upon transfer of or in exchange for or in lieu of any other Security shall carry the
rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.


Section 3.8 Persons Deemed Owners.




          The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in
whose name any Security is registered as the owner of such Security for the purpose of receiving
payment of principal of and any premium and (subject to Section 3.7) any interest on such Security
and for all other purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the
contrary.



          No holder of any beneficial interest in any Global Security held on its behalf by a Depositary
shall have any rights under this Indenture with respect to such Global Security, and such
Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee
as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing,
nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee
from giving effect to any written certification, proxy or other



30









 







authorization furnished by a Depositary or impair, as between a Depositary and such holders of
beneficial interests, the operation of customary practices governing the exercise of the rights of
the Depositary (or its nominee) as Holder of any Security.


Section 3.9 Cancellation.




          All Securities surrendered for payment, redemption, repayment, transfer or exchange shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee, and any such
Securities and Securities surrendered directly to the Trustee for any such purpose shall be
promptly cancelled by it.



          The Company may at any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder that the Company may have acquired in any manner whatsoever,
and all Securities so delivered shall be promptly cancelled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section,
except as expressly permitted by this Indenture. All cancelled Securities shall be destroyed by
the Trustee and the Trustee shall deliver to the Company a certificate of such destruction.


Section 3.10 Computation of Interest.




          Except as otherwise specified as contemplated by Section 3.1 for Securities of any series,
interest on the Securities of each series for any partial period shall be computed on the basis of
a 360-day year of twelve 30-day months and the actual days elapsed in a partial month in such
period.


Section 3.11 Deferrals of Interest Payment Dates.




          If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a
particular series, so long as no Event of Default has occurred and is continuing, the Company shall
have the right, at any time during the term of such series, from time to time to defer the payment
of interest on such Securities for such period or periods as may be specified as contemplated by
Section 3.1 (each, an “Extension Period”) during which Extension Periods the Company shall have the
right to make partial payments of interest on any Interest Payment Date. The Company shall
exercise such right to defer the payment of the interest on such Securities at its option or when
directed to do so by the Federal Reserve. No Extension Period shall end on a date other than an
Interest Payment Date. At the end of any such Extension Period the Company shall pay all interest
then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at
the rate specified for the Securities of such series to the extent permitted by applicable law),
provided that no Extension Period shall exceed the period or periods specified in such Securities
or extend beyond the Stated Maturity of the principal of such Securities. Upon termination of any
Extension Period and upon the payment of all accrued and unpaid interest and any Additional
Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension
Period, subject to the above requirements. No interest shall be due and payable during an
Extension Period, except at the end thereof.



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          The Company shall give the Trustee, the Property Trustee and each Paying Agent notice of its
election to begin or extend any Extension Period at least five Business Days prior to (i) the
earlier of (x) the next succeeding Interest Payment Date on the Securities of such series and (y)
the date that the Property Trustee is required to give notice to the Holders of the Outstanding
Securities of the record or payment date of such Interest Payment Date.



          The Trustee shall give notice of the Company’s election to begin or extend any Extension
Period to the Holders of the Outstanding Securities of such series, unless otherwise specified with
respect to such series in accordance with Section 3.1.


Section 3.12 Right of Set-off.




          With respect to the Securities of a series issued to a Webster Trust, notwithstanding anything
to the contrary herein, the Company shall have the right to set-off any payment it is otherwise
required to make thereunder in respect of any such Security to the extent the Company has
theretofore made, or is concurrently on the date of such payment making, a payment under the
Webster Guarantee relating to such Security or under Section 5.8 hereof.


Section 3.13 Agreed Tax Treatment.




          Each Security issued hereunder shall provide that the Company and, by its acceptance of a
Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial
interest in, such Security agree to treat for U.S. federal, state and local tax purposes such
Security as indebtedness of the Company and to treat for U.S. federal income tax purposes stated
interest on the Security as ordinary interest income that is includible in gross income to such
Holder or other Person at the time the interest is paid or accrued in accordance with its regular
method of tax accounting.


Section 3.14 CUSIP Numbers.




          The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use), and,
if so, the Trustee or its designee shall use “CUSIP” numbers in notices of redemption or other
related material as a convenience to Holders; provided that any such notice or other related
material may state that no representation is made as to the correctness of such numbers either as
printed on the Securities or as contained in any notice of redemption or other related material and
that reliance may be placed only on the other identification numbers printed on the Securities, and
any such redemption shall not be affected by any defect in or omission of such numbers. The
Company shall promptly notify the Trustee of any change in the CUSIP numbers.



ARTICLE IV




SATISFACTION AND DISCHARGE



Section 4.1 Satisfaction and Discharge of Indenture.




          This Indenture shall, upon Company Request, cease to be of further effect with respect to any
series of Securities specified in such Company Request (except as to any surviving



32









 







rights of registration of transfer or exchange of Securities herein expressly provided for and
as otherwise provided in this Section) and the Trustee, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and discharge of this
Indenture as to such series, when



          (1) either:



          (A) all Securities of such series theretofore authenticated and delivered (other than (i)
Securities that have been destroyed, lost or stolen and which have been replaced or paid as
provided in Section 3.6 and (ii) Securities for whose payment money has theretofore been deposited
in trust or segregated and held in trust by the Company and thereafter repaid to the Company or
discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for
cancellation; or



          (B) all Securities of such series not theretofore delivered to the Trustee for cancellation




     (i) have become due and payable, or




     (ii) will become due and payable at their Stated Maturity within one year of
the date of deposit, or




     (iii) are to be called for redemption within one year by the Trustee in the
name, and at the expense, of the Company,




and the Company, in the case of Clause (B)(i), (ii) or (iii) above, has deposited or caused
to be deposited with the Trustee as trust funds in trust for such purpose an amount in the
currency or currencies in which the Securities of such series are payable sufficient to pay
and discharge the entire indebtedness on such Securities not theretofore delivered to the
Trustee for cancellation, for principal (and premium, if any) and interest (including any
Additional Interest) to the date of such deposit (in the case of Securities that have become
due and payable) or to the Stated Maturity or Redemption Date, as the case may be;




     (2) the Company has paid or caused to be paid all other sums payable hereunder by the
Company; and




     (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel each stating that all conditions precedent herein provided for relating to the
satisfaction and discharge of this Indenture as to such series have been complied with.



          Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section 6.7, the obligations of the Trustee to any Authenticating
Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to
subclause (B) of clause (1) of this Section, the obligations of the Trustee under Section 4.2 and
the last paragraph of Section 10.3 shall survive.



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          In the event that there are Securities of two or more series outstanding hereunder, the
Trustee shall be required to execute an instrument acknowledging satisfaction and discharge of this
Indenture only if requested in writing to do so with respect to Securities of a particular series
as to which it is Trustee and if the other conditions thereto are met.


Section 4.2 Application of Trust Money.




          Subject to the provisions of the last paragraph of Section 10.3, all money deposited with the
Trustee pursuant to Section 4.1 shall be held in trust and applied by the Trustee, in accordance
with the provisions of the Securities and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for
the payment of which such money or obligations have been deposited with or received by the Trustee.



ARTICLE V




REMEDIES



Section 5.1 Events of Default.




          “Event of Default,” wherever used herein with respect to the Securities of any series, means
any one of the following events (whatever the reason for such Event of Default and whether it shall
be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree
or order of any court or any order, rule or regulation of any administrative or governmental body):




     (1) default in the payment of any interest upon any Security of that series, including
any Additional Interest in respect thereof, in full for a period of 30 days after the
conclusion of a 10-year period following the commencement of any Extension Period; or




     (2) the entry of a decree or order by a court having jurisdiction in the premises
adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or in respect of the
Company under any applicable Federal or State bankruptcy, insolvency, reorganization or
other similar law, or appointing a receiver, liquidator, assignee, trustee, sequestrator (or
other similar official) of the Company or of any substantial part of its property or
ordering the winding up or liquidation of its affairs, and the continuance of any such
decree or order unstayed and in effect for a period of 90 consecutive days; or




     (3) the institution by the Company of proceedings to be adjudicated a bankrupt or
insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings
against it, or the filing by it of a petition or answer or consent seeking reorganization or
relief under any applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law, or the consent by it to the filing of any such petition or to the appointment
of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of
the Company or of any substantial part of its property, or the making



34









 







by it of an assignment for the benefit of creditors, or the admission by it in writing
of its inability to pay its debts generally as they become due and its willingness to be
adjudicated a bankrupt, or the taking of corporate action by the Company in furtherance of
any such action; or




     (4) a receiver is appointed for a Major Subsidiary Depository Institution under the
Federal Deposit Insurance Act or other applicable law; or




     (5) any other Event of Default provided with respect to Securities of that series.


Section 5.2 Acceleration of Maturity; Rescission and Annulment.




          If an Event of Default (other than an Event of Default specified in Section 5.1(2) or 5.1(3))
with respect to the Securities of any series at the time Outstanding occurs and is continuing, then
and in every such case the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series may declare the principal amount (or, if the Securities of
that series are Discount Securities, such portion of the principal amount as may be specified in
the terms of that series) of all the Securities of that series to be due and payable immediately,
by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in
the case of the Securities of a series issued to a Webster Trust, if, upon an Event of Default, the
Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of
that series fail to declare the principal of all the Securities of that series to be immediately
due and payable, the holders of at least 25% in aggregate Liquidation Amount of the corresponding
series of Trust Preferred Securities then outstanding shall have such right by a notice in writing
to the Company and the Trustee; and upon any such declaration such principal amount (or specified
portion thereof) of and the accrued interest (including any Additional Interest) on all the
Securities of such series shall become immediately due and payable. Payment of principal and
interest (including any Additional Interest) on such Securities shall remain subordinated to the
extent provided in Article XIII notwithstanding that such amount shall become immediately due and
payable as herein provided. If an Event of Default specified in Section 5.1(2) or 5.1(3) and with
respect to Securities of any series at the time Outstanding occurs, the principal amount of all the
Securities of that series (or, if the Securities of that series are Discount Securities, such
portion of the principal amount of such Securities as may be specified by the terms of that series)
shall automatically, and without any declaration or other action on the part of the Trustee or any
Holder, become immediately due and payable.



          At any time after such a declaration of acceleration with respect to Securities of any series
has been made and before a judgment or decree for payment of the money due has been obtained by the
Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of
the Outstanding Securities of that series, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if:




     (1) the Company has paid or deposited with the Trustee a sum sufficient to pay:



35









 






     (A) all overdue installments of interest (including any Additional Interest) on
all Securities of that series,




     (B) the principal of (and premium, if any, on) any Securities of that series
that have become due otherwise than by such declaration of acceleration and interest
thereon at the rate borne by the Securities, and




     (C) all sums paid or advanced by the Trustee hereunder and the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel; and




     (2) all Events of Default with respect to the Securities of that series, other than the
non-payment of the principal of Securities of that series that has become due solely by such
acceleration, have been cured or waived as provided in Section 5.13.



          In the case of Securities of a series issued to a Webster Trust, the holders of a majority in
aggregate Liquidation Amount of the related series of Trust Preferred Securities issued by such
Webster Trust shall also have the right to rescind and annul such declaration and its consequences
by written notice to the Company and the Trustee, subject to the satisfaction of the conditions set
forth in Clauses (1) and (2) above of this Section.



          No such rescission shall affect any subsequent default or impair any right consequent thereon.


Section 5.3 Collection of Indebtedness and Suits for Enforcement by Trustee.




          The Company covenants that if:




     (1) default is made in the payment of any installment of interest (including any
Additional Interest) on any Security when such interest becomes due and payable and such
default continues for a period of 30 days, or




     (2) default is made in the payment of the principal of (and premium, if any, on) any
Security at the Maturity thereof,


the Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of
such Securities, the whole amount then due and payable on such Securities for principal, including
any sinking fund payment or analogous obligations (and premium, if any) and interest (including any
Additional Interest); and, in addition thereto, all amounts owing the Trustee under Section 6.7.




          If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own
name and as trustee of an express trust, may institute a judicial proceeding for the collection of
the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may
enforce the same against the Company or any other obligor upon the Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of the property of the
Company or any other obligor upon the Securities, wherever situated.



36









 





          If an Event of Default with respect to Securities of any series occurs and is continuing, the
Trustee may in its discretion proceed to protect and enforce its rights and the rights of the
Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall
deem most effectual to protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein,
or to enforce any other proper remedy.


Section 5.4 Trustee May File Proofs of Claim.




          In case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the
Company or any other obligor upon the Securities or the property of the Company or of such other
obligor or their creditors:



          (a) the Trustee (irrespective of whether the principal of the Securities of any series shall
then be due and payable as therein expressed or by declaration or otherwise and irrespective of
whether the Trustee shall have made any demand on the Company for the payment of overdue principal
(and premium, if any) or interest (including any Additional Interest)) shall be entitled and
empowered, by intervention in such proceeding or otherwise,




     (i) to file and prove a claim for the whole amount of principal (and premium, if any)
and interest (including any Additional Interest) owing and unpaid in respect to the
Securities and to file such other papers or documents as may be necessary or advisable and
to take any and all actions as are authorized under the Trust Indenture Act in order to have
the claims of the Holders and any predecessor to the Trustee under Section 6.7 allowed in
any such judicial proceedings; and




     (ii) in particular, the Trustee shall be authorized to collect and receive any moneys
or other property payable or deliverable on any such claims and to distribute the same in
accordance with Section 5.6; and



          (b) any custodian, receiver, assignee, trustee, liquidator, sequestrator (or other similar
official) in any such judicial proceeding is hereby authorized by each Holder to make such payments
to the Trustee for distribution in accordance with Section 5.6, and in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to the Trustee any
amount due to it and any predecessor Trustee under Section 6.7.



          Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to
or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or the rights of any Holder thereof, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding; provided, however,
that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or
similar official and be a member of a creditors’ or other similar committee.



37









 




Section 5.5 Trustee May Enforce Claim Without Possession of Securities.




          All rights of action and claims under this Indenture or the Securities may be prosecuted and
enforced by the Trustee without the possession of any of the Securities or the production thereof
in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be
brought in its own name as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of all the amounts owing the Trustee and any predecessor Trustee under
Section 6.7, its agents and counsel, be for the ratable benefit of the Holders of the Securities in
respect of which such judgment has been recovered.


Section 5.6 Application of Money Collected.




          Any money or property collected or to be applied by the Trustee with respect to a series of
Securities pursuant to this Article shall be applied in the following order, at the date or dates
fixed by the Trustee and, in case of the distribution of such money or property on account of
principal (or premium, if any) or interest (including any Additional Interest), upon presentation
of the Securities and the notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:




     FIRST: To the payment of all amounts due the Trustee and any predecessor Trustee;




     SECOND: Subject to Article XIII, to the payment of the amounts then due and unpaid upon
such series of Securities for principal (and premium, if any) and interest (including any
Additional Interest), in respect of which or for the benefit of which such money has been
collected, ratably, without preference or priority of any kind, according to the amounts due
and payable on such series of Securities for principal (and premium, if any) and interest
(including any Additional Interest), respectively; and




     THIRD: The balance, if any, to the Person or Persons entitled thereto.


Section 5.7 Limitation on Suits.




          No Holder of any Securities of any series shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture or for the appointment of a receiver,
assignee, trustee, liquidator, sequestrator (or other similar official) or for any other remedy
hereunder, unless:




     (1) such Holder has previously given written notice to the Trustee of a continuing
Event of Default with respect to the Securities of that series;




     (2) the Holders of not less than 25% in principal amount of the Outstanding Securities
of that series shall have made written request to the Trustee to institute proceedings in
respect of such Event of Default in its own name as Trustee hereunder;




     (3) such Holder or Holders have offered to the Trustee reasonable indemnity against the
costs, expenses and liabilities to be incurred in compliance with such request;



38









 






     (4) the Trustee for 60 days after its receipt of such notice, request and offer of
indemnity has failed to institute any such proceeding; and




     (5) no direction inconsistent with such written request has been given to the Trustee
during such 60-day period by the Holders of a majority in principal amount of the
Outstanding Securities of that series;


it being understood and intended that no one or more of such Holders shall have any right in any
manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect,
disturb or prejudice the rights of any other Holders of Securities, or to obtain or to seek to
obtain priority or preference over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable benefit of all such
Holders.



Section 5.8 Unconditional Right of Holders to Receive Principal, Premium and Interest; Direct
Action by Holders of Trust Preferred Securities.




          Notwithstanding any other provision in this Indenture, the Holder of any Security shall have
the right, which is absolute and unconditional, to receive payment of the principal of (and
premium, if any) and (subject to Section 3.7) interest (including any Additional Interest) on such
Security on the respective Stated Maturities expressed in such Security (or, in the case of
redemption or repayment, on the Redemption Date or the Repayment Date, as the case may be) and to
institute suit for the enforcement of any such payment, and such right shall not be impaired
without the consent of such Holder. In the case of Securities of a series issued to a Webster
Trust, any holder of the corresponding series of Trust Preferred Securities issued by such Webster
Trust shall have the right, upon the occurrence of any default in the
Company’s timely making any payment described in the preceding
sentence, or upon the occurrence of an Event of Default described in
Section 5.1(1),
to institute a suit directly against the Company for enforcement of payment to such holder of
principal of (premium, if any) and (subject to Section 3.7) interest (including any Additional
Interest) on the Securities having a principal amount equal to the aggregate Liquidation Amount of
such Trust Preferred Securities of the corresponding series held by such holder.


Section 5.9 Restoration of Rights and Remedies.




          If the Trustee, any Holder or any holder of Trust Preferred Securities has instituted any
proceeding to enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to the Trustee, such
Holder or such holder of Trust Preferred Securities, then and in every such case the Company, the
Trustee, the Holders and such holder of Trust Preferred Securities shall, subject to any
determination in such proceeding, be restored severally and respectively to their former positions
hereunder, and thereafter all rights and remedies of the Trustee, the Holders and the holders of
Trust Preferred Securities shall continue as though no such proceeding had been instituted.


Section 5.10 Rights and Remedies Cumulative.




          Except as otherwise provided in the last paragraph of Section 3.6, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to the extent permitted



39









 







by law, be cumulative and in addition to every other right and remedy given hereunder or now
or hereafter existing at law or in equity or otherwise. The assertion or employment of any right
or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any
other appropriate right or remedy.


Section 5.11 Delay or Omission Not Waiver.




          No delay or omission of the Trustee, any Holder of any Security or any holder of any Trust
Security to exercise any right or remedy accruing upon any Event of Default shall impair any such
right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein.



          Every right and remedy given by this Article or by law to the Trustee or to the Holders and
the right and remedy given to the holders of Trust Preferred Securities by Section 5.8 may be
exercised from time to time, and as often as may be deemed expedient, by the Trustee, the Holders
or the holders of Trust Preferred Securities, as the case may be.


Section 5.12 Control by Holders.




          The Holders of a majority in principal amount of the Outstanding Securities of any series
shall have the right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on the Trustee, with
respect to the Securities of such series, provided that:




     (1) such direction shall not be in conflict with any rule of law or with this
Indenture,




     (2) the Trustee may take any other action deemed proper by the Trustee that is not
inconsistent with such direction, and




     (3) subject to the provisions of Section 6.1, the Trustee shall have the right to
decline to follow such direction if a Responsible Officer or Officers of the Trustee shall,
in good faith, determine that the proceeding so directed would be unjustly prejudicial to
the Holders not joining in any such direction or would involve the Trustee in personal
liability.


Section 5.13 Waiver of Past Defaults.




          The Holders of not less than a majority in principal amount of the Outstanding Securities of
any series and, in the case of any Securities of a series issued to a Webster Trust, the holders of
not less than a majority in Liquidation Amount of the Trust Preferred Securities issued by such
Webster Trust, may waive any past default hereunder and its consequences with respect to such
series except a default:




     (1) in the payment of the principal of (or premium, if any) or interest (including any
Additional Interest, if any) on any Security of such series, or



40









 






     (2) in respect of a provision hereof that under Article IX cannot be modified or
amended without the consent of the Holder of each Outstanding Security of such series
affected.



          Any such waiver shall be deemed to be on behalf of the Holders of all the Securities of such
series or, in the case of a waiver by holders of Trust Preferred Securities issued by such Webster
Trust, by all holders of Trust Preferred Securities issued by such Webster Trust.



          Upon any such waiver, such default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other default or impair any right consequent thereon.


Section 5.14 Undertaking for Costs.




          All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any
action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by such party
litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee,
to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10%
in principal amount of the Outstanding Securities of any series, or to any suit instituted by any
Holder for the enforcement of the payment of the principal of (or premium, if any) or interest
(including any Additional Interest) on any Security on or after the respective Stated Maturities
expressed in such Security.


Section 5.15 Waiver of Usury, Stay or Extension Laws.




          The Company covenants (to the extent that it may lawfully do so) that it will not at any time
insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any
usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may
affect the covenants or the performance of this Indenture; and the Company (to the extent that it
may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants
that it will not hinder, delay or impede the execution of any power herein granted to the Trustee,
but will suffer and permit the execution of every such power as though no such law had been
enacted.



ARTICLE VI




THE TRUSTEE



Section 6.1 Certain Duties and Responsibilities.




          The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture
Act. No implied covenants or obligations shall be read into this Indenture against the



41









 







Trustee. Notwithstanding the foregoing, no provision of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if
it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity
against such risk or liability is not reasonably assured to it.



          Whether or not therein expressly so provided, every provision of this Indenture relating to
the conduct or affecting the liability of or affording protection to the Trustee shall be subject
to the provisions of this Section.


Section 6.2 Notice of Defaults.




          Within 90 days after actual knowledge by a Responsible Officer of the Trustee of the
occurrence of any default hereunder with respect to the Securities of any series, the Trustee shall
transmit by mail to all Holders of Securities of such series, as their names and addresses appear
in the Securities Register, notice of such default, unless such default shall have been cured or
waived; provided, however, that, except in the case of a default in the payment of the principal of
(or premium, if any) or interest (including any Additional Interest) on any Security of such
series, the Trustee shall be protected in withholding such notice if and so long as the Board of
Directors, the executive committee or a trust committee of directors and/or Responsible Officers of
the Trustee in good faith determines that the withholding of such notice is in the interests of the
Holders of Securities of such series. For the purpose of this Section, the term “default” means
any event that is, or after notice or lapse of time or both would become, an Event of Default with
respect to Securities of such series.


Section 6.3 Certain Rights of Trustee.




          Subject to the provisions of Section 6.1:



          (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any
resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, Security or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties;



          (b) any request or direction of the Company mentioned herein shall be sufficiently evidenced
by a Company Request or Company Order and any resolution of the Board of Directors may be
sufficiently evidenced by a Board Resolution;



          (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that
a matter be proved or established prior to taking, suffering or omitting any action hereunder, the
Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith
on its part, rely upon an Officers’ Certificate;



          (d) the Trustee may consult with counsel and the advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance thereon;



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          (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in
it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture,
unless such Holders shall have offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities that might be incurred by it in compliance with such request or
direction;



          (f) the Trustee shall not be bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, indenture, security or other paper or document, but the Trustee in its
discretion may make such inquiry or investigation into such facts or matters as it may see fit,
and, if the Trustee shall determine to make such inquiry or investigation, it shall be entitled to
examine the books, records and premises of the Company, personally or by agent or attorney;



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



          (h) the rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to, and shall be
enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and
other Person employed to act hereunder; and



          (i) in the exercise of the rights and powers vested in it by this Indenture, the Trustee shall
use the same degree of care and skill in its exercise, as a prudent person would exercise or use
under the circumstances in the conduct of such person’s own affairs.



          No provision of this Indenture shall be construed to relieve the Trustee from liability with
respect to matters that are within the authority of the Trustee under this Indenture for its own
negligent action, negligent failure to act or willful misconduct, except that:




     (1) the Trustee shall not be liable for any error or judgment made in good faith by an
authorized officer of the Trustee, unless it shall be proved that the Trustee was negligent
in ascertaining the pertinent facts; and




     (2) the Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the direction of the Company or the Holders of
at least a majority in aggregate principal amount of the Outstanding Securities relating to
the time, method and place of conducting any proceeding for any remedy available to the
Trustee under this Indenture.


Section 6.4 Not Responsible for Recitals or Issuance of Securities.




          The recitals contained herein and in the Securities, except the Trustee’s certificates of
authentication, shall be taken as the statements of the Company, and neither the Trustee nor any
Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the



43









 







Securities. Neither the Trustee nor any Authenticating Agent shall be accountable for the use
or application by the Company of the Securities or the proceeds thereof.


Section 6.5 May Hold Securities.




          The Trustee, any Authenticating Agent, any Paying Agent, any Securities Registrar or any other
agent of the Company, in its individual or any other capacity, may become the owner or pledgee of
Securities and, subject to Sections 6.8 and 6.13, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Securities
Registrar or such other agent.


Section 6.6 Money Held in Trust.




          Money held by the Trustee in trust hereunder need not be segregated from other funds except to
the extent required by law. The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed with the Company.


Section 6.7 Compensation and Reimbursement.




          The Company agrees




     (1) to pay to the Trustee from time to time reasonable compensation for all services
rendered by it hereunder (which compensation shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust);




     (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made by the
Trustee in accordance with any provision of this Indenture (including the reasonable
compensation and the expenses and disbursements of its agents and counsel), except any such
expense, disbursement or advance as may be attributable to its negligence or bad faith; and




     (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability,
claim, action, suit, cost or expense of any kind and nature whatsoever incurred without
negligence or bad faith on its part, arising out of or in connection with the acceptance or
administration of this trust or the performance of its duties hereunder, including the costs
and expenses of defending itself against any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder.



          When the Trustee incurs expenses or renders services after an Event of Default specified in
Subsections 5.1(2) or 5.1(3) occurs, the expenses and the compensation for the services are
intended to constitute expenses of administration under the Bankruptcy Reform Act of 1978 or any
successor statute.



          To secure the Company’s payment obligation in this Section 6.7, the Company and the Holders
agree that the Trustee shall have a lien prior to the Securities on all money held or collected by
the Trustee. Such lien shall survive the satisfaction and discharge of this Indenture.



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Section 6.8 Disqualification; Conflicting Interests.




          (a) If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust
Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the
manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture.
To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest
by virtue of being a trustee under this Indenture with respect to Securities of more than one
series if all such series rank equally at the time of issuance.



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


Section 6.9 Corporate Trustee Required; Eligibility.




          There shall at all times be a Trustee hereunder with respect to the Securities of each series,
which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a
Person that is eligible pursuant to the Trust Indenture Act to act as such and shall be:



          (a) a corporation organized and doing business under the laws of the United States of America
or of any State or Territory or the District of Columbia, authorized under such laws to exercise
corporate trust powers and subject to supervision or examination by Federal, State, Territorial or
District of Columbia authority, or



          (b) a corporation or other Person organized and doing business under the laws of a foreign
government that is permitted to act as Trustee pursuant to a rule, regulation or order of the
Commission, authorized under such laws to exercise corporate trust powers, and subject to
supervision or examination by authority of such foreign government or a political subdivision
thereof substantially equivalent to supervision or examination applicable to United States
institutional trustees,


in either case having a combined capital and surplus of at least $50,000,000, subject to
supervision or examination by Federal or State authority. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then, for the purposes of this Section, the combined capital and surplus of
such corporation shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time the Trustee with respect to the Securities
of any series shall cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect hereinafter specified in this Article.
Neither the Company nor any Person directly or indirectly controlling, controlled by or under
common control with the Company shall serve as Trustee for the Securities of any series issued
hereunder.




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Section 6.10 Resignation and Removal; Appointment of Successor.




          (a) No resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of appointment by the
successor Trustee under Section 6.11.



          (b) The Trustee may resign at any time with respect to the Securities of one or more series by
giving written notice thereof to the Company. If an instrument of acceptance by a successor
Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice
of resignation, the resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such series.



          (c) The Trustee may be removed at any time with respect to the Securities of any series by Act
of the Holders of a majority in principal amount of the Outstanding Securities of such series,
delivered to the Trustee and to the Company.



          (d) If at any time:




     (1) the Trustee shall fail to comply with Section 6.8 after written request therefor by
the Company or by any Holder who has been a bona fide Holder of a Security for at least six
months, or




     (2) the Trustee shall cease to be eligible under Section 6.9 and shall fail to resign
after written request therefor by the Company or by any such Holder, or




     (3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or
insolvent or a receiver of the Trustee or of its property shall be appointed or any public
officer shall take charge or control of the Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation,


then, in any such case, (i) the Company, acting pursuant to the authority of a Board Resolution,
may remove the Trustee with respect to all Securities, or (ii) subject to Section 5.14, any Holder
who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for the removal of the
Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees.




          (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause with respect to the Securities of one or more
series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees
with respect to the Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of such series and
that at any time there shall be only one Trustee with respect to the Securities of any particular
series) and shall comply with the applicable requirements of Section 6.11. If, within one year
after such resignation, removal or incapability, or the occurrence of such vacancy, a successor
Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a
majority in principal amount of the Outstanding Securities of such series delivered to the Company
and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment, become the successor Trustee with respect to the Securities



46









 







of such series and supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Securities of any series shall have been so appointed by the Company or
the Holders and accepted appointment in the manner hereinafter provided, any Holder who has been a
bona fide Holder of a Security of such series for at least six months may, subject to Section 5.14,
on behalf of himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Securities of such
series.



          (f) The Company shall give notice of each resignation and each removal of the Trustee with
respect to the Securities of any series and each appointment of a successor Trustee with respect to
the Securities of any series by mailing written notice of such event by first-class mail, postage
prepaid, to the Holders of Securities of such series as their names and addresses appear in the
Securities Register. Each notice shall include the name of the successor Trustee with respect to
the Securities of such series and the address of its Corporate Trust Office.


Section 6.11 Acceptance of Appointment by Successor.




          (a) In case of the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the
Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the rights, powers,
trusts and duties of the retiring Trustee; but, on the request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring
Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder.



          (b) In case of the appointment hereunder of a successor Trustee with respect to the Securities
of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee
with respect to the Securities of one or more series shall execute and deliver an instrument in
writing or an indenture supplemental hereto wherein each successor Trustee shall accept such
appointment and that (1) shall contain such provisions as shall be necessary or desirable to
transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and
duties of the retiring Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with
respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable
to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series as to which the retiring Trustee is not retiring shall
continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions
of this Indenture as shall be necessary to provide for or facilitate the administration of the
trusts hereunder by more than one Trustee, it being understood that nothing herein or in such
instrument in writing or supplemental indenture shall constitute such Trustees co-trustees of the
same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and
apart from any trust or trusts hereunder administered by any other such Trustee; and upon the
execution and delivery of such instrument in writing or supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided therein and each



47









 







such successor Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts, and duties of the retiring Trustee with respect to the Securities
of that or those series to which the appointment of such successor Trustee relates; but, on request
of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring Trustee hereunder
with respect to the Securities of that or those series to which the appointment of such successor
Trustee relates.



          (c) Upon request of any such successor Trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such successor Trustee all
rights, powers and trusts referred to in paragraph or (b) of this Section, as the case may be.



          (d) No successor Trustee shall accept its appointment unless at the time of such acceptance
such successor Trustee shall be qualified and eligible under this Article.


Section 6.12 Merger, Conversion, Consolidation or Succession to Business.




          Any corporation into which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided
such corporation shall be otherwise qualified and eligible under this Article, without the
execution or filing of any paper or any further act on the part of any of the parties hereto. In
case any Securities shall have been authenticated, but not delivered, by the Trustee then in
office, any successor by merger, conversion or consolidation to such authenticating Trustee may
adopt such authentication and deliver the Securities so authenticated, and in case any Securities
shall not have been authenticated, any successor to the Trustee may authenticate such Securities
either in the name of any predecessor Trustee or in the name of such successor Trustee, and in all
cases the certificate of authentication shall have the full force that it is provided anywhere in
the Securities or in this Indenture that the certificate of the Trustee shall have.


Section 6.13 Preferential Collection of Claims Against Company.




          If and when the Trustee shall be or become a creditor of the Company (or any other obligor
upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act
regarding the collection of claims against the Company (or any such other obligor).


Section 6.14 Appointment of Authenticating Agent.




          The Trustee may appoint an Authenticating Agent or Agents with respect to one or more series
of Securities that shall be authorized to act on behalf of the Trustee to authenticate Securities
of such series issued upon original issue and upon exchange, registration of transfer or partial
redemption thereof or pursuant to Section 3.6, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the



48









 







authentication and delivery of Securities by the Trustee or the Trustee’s certificate of
authentication, such reference shall be deemed to include authentication and delivery on behalf of
the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business under the laws of the
United States of America, or of any State or Territory or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and surplus of not less
than $50,000,000 and subject to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes of this Section the
combined capital and surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so published. If at any
time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this
Section, such Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.



          Any corporation into which an Authenticating Agent may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or consolidation to
which such Authenticating Agent shall be a party, or any corporation succeeding to all or
substantially all of the corporate trust business of an Authenticating Agent shall be the successor
Authenticating Agent hereunder, provided such corporation shall be otherwise eligible under this
Section, without the execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.



          An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee
and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by
giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time such Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may
appoint a successor Authenticating Agent that shall be acceptable to the Company and shall give
notice of such appointment in the manner provided in Section 1.6 to all Holders of Securities of
the series with respect to which such Authenticating Agent will serve. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if originally named as
an Authenticating Agent.



          No successor Authenticating Agent shall be appointed unless eligible under the provision of
this Section.



          The Trustee agrees to pay or cause to be paid to each Authenticating Agent from time to time
reasonable compensation for its services under this Section, and the Trustee shall be entitled to
be reimbursed for such payments, subject to the provisions of Section 6.7.



          If an appointment with respect to one or more series is made pursuant to this Section, the
Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of
authentication, an alternative certificate of authentication in the following form:



49









 





          This is one of the Securities of the series designated therein referred to in the within
mentioned Indenture.



Dated:




	 	 	 	 	 
	 	THE BANK OF NEW YORK,

not in its individual capacity but solely as

Trustee

 	 
	 	By:  	 	 
	 	 	AS AUTHENTICATING AGENT 	 
	 	 	 	 
	 



					
	 	By:  	
 	 
	 	 	AUTHORIZED OFFICER 	 
	 	 	 	 
	 



ARTICLE VII




HOLDER’S LISTS AND REPORTS BY TRUSTEE AND COMPANY



Section 7.1 Company to Furnish Trustee Names and Addresses of Holders.





          The Company will furnish or cause to be furnished to the Trustee:



          (a) monthly, quarterly or semi-annually, as the case may be, not more than 15 days after each
Regular Record Date in each year, a list, in such form as the Trustee may reasonably require, of
the names and addresses of the Holders of Securities of each series as of such Regular Record Date,
and



          (b) at such other times as the Trustee may request in writing, within 30 days after the
receipt by the Company of any such request, a list of similar form and content as of a date not
more than 15 days prior to the time such list is furnished, excluding from any such list names and
addresses received by the Trustee in its capacity as Securities Registrar.


Section 7.2 Preservation of Information, Communications to Holders.




          (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names
and addresses of Holders contained in the most recent list furnished to the Trustee as provided in
Section 7.1 and the names and addresses of Holders received by the Trustee in its capacity as
Securities Registrar. The Trustee may destroy any list furnished to it as provided in Section 7.1
upon receipt of a new list so furnished.



          (b) The rights of Holders to communicate with other Holders with respect to their rights under
this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee,
shall be as provided in the Trust Indenture Act.



50









 





          (c) Every Holder of Securities, by receiving and holding the same, agrees with the Company and
the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held
accountable by reason of the disclosure of information as to the names and addresses of the Holders
made pursuant to the Trust Indenture Act.


Section 7.3 Reports by Trustee.




          (a) The Trustee shall transmit to Holders such reports concerning the Trustee and its actions
under this Indenture as may be required pursuant to the Trust Indenture Act, at the times and in
the manner provided pursuant thereto.



          (b) Reports so required to be transmitted at stated intervals of not more than 12 months shall
be transmitted no later than 60 days after [September 30] in each calendar year, commencing with
the first [September 30] after the first issuance of Securities under this Indenture.



          (c) A copy of each such report shall, at the time of such transmission to Holders, be filed by
the Trustee with each securities exchange upon which any Securities are listed, with the Commission
and with the Company. The Company will notify the Trustee when any Securities are listed on any
securities exchange.


Section 7.4 Reports by Company.




          The Company shall file with the Trustee and the Commission, and transmit to Holders, copies of
such information, documents and other reports, and such summaries thereof, as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided in the Trust Indenture
Act; provided that any such information, documents or reports required to be filed with the
Commission pursuant to Section 13 or Section 15(d) of the Exchange Act shall be filed with the
Trustee within 15 days after the same are filed with the Commission.



ARTICLE VIII




CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE



Section 8.1 Company May Consolidate, Etc., only on Certain Terms.




          The Company shall not consolidate with or merge into any other Person or convey, transfer or
lease its properties and assets substantially as an entirety to any Person, and no Person shall
consolidate with or merge into the Company or convey, transfer or lease its properties and assets
substantially as an entirety to the Company, unless:




     (1) in case the Company shall consolidate with or merge into another Person or convey,
transfer or lease its properties and assets substantially as an entirety to any Person, the
Person formed by such consolidation or into which the Company is merged or the Person that
acquires by conveyance or transfer, or that leases, the properties and assets of the Company
substantially as an entirety shall be organized and existing under the laws of the United
States of America or any State or the District of Columbia and shall expressly assume, by an
indenture supplemental hereto, executed and delivered to



51









 







the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual
payment of the principal of (and premium, if any) and interest (including any Additional
Interest) on all the Securities and the performance of every covenant of this Indenture on
the part of the Company to be performed or observed;




     (2) immediately after giving effect to such transaction, no Event of Default, and no
event that, after notice or lapse of time, or both, would become an Event of Default, shall
have happened and be continuing;




     (3) in the case of the Securities of a series issued to a Webster Trust, such
consolidation, merger, conveyance, transfer or lease is permitted under the related Trust
Agreement and Webster Guarantee and does not give rise to any breach or violation of the
related Trust Agreement or Webster Guarantee; and




     (4) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and any
such supplemental indenture comply with this Article and that all conditions precedent
herein provided for relating to such transaction have been complied with; and the Trustee,
subject to Section 6.1, may rely upon such Officers’ Certificate and Opinion of Counsel as
conclusive evidence that such transaction complies with this Section.


Section 8.2 Successor Corporation Substituted.




          Upon any consolidation or merger by the Company with or into any other Person, or any
conveyance, transfer or lease by the Company of its properties and assets substantially as an
entirety to any Person in accordance with Section 8.1, the successor Person formed by such
consolidation or into which the Company is merged or to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise every right and power of, the
Company under this Indenture with the same effect as if such successor Person had been named as the
Company herein; and in the event of any such conveyance, transfer or lease the Company shall be
discharged from all obligations and covenants under the Indenture and the Securities and may be
dissolved and liquidated.



          Such successor Person may cause to be signed, and may issue either in its own name or in the
name of the Company, any or all of the Securities issuable hereunder that theretofore shall not
have been signed by the Company and delivered to the Trustee; and, upon the order of such successor
Person instead of the Company and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities that
previously shall have been signed and delivered by the officers of the Company to the Trustee for
authentication pursuant to such provisions and any Securities that such successor Person thereafter
shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to
such provisions. All the Securities so issued shall in all respects have the same legal rank and
benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with
the terms of this Indenture as though all of such Securities had been issued at the date of the
execution hereof.



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          In case of any such consolidation, merger, sale, conveyance or lease, such changes in
phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.



ARTICLE IX




SUPPLEMENTAL INDENTURES



Section 9.1 Supplemental Indentures Without Consent of Holders.




          Without the consent of any Holders, the Company, when authorized by a Board Resolution, and
the Trustee, at any time and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following purposes:




     (1) to evidence the succession of another Person to the Company, and the assumption by
any such successor of the covenants of the Company herein and in the Securities contained;
or




     (2) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee
or to surrender any right or power herein conferred upon the Company; or




     (3) to establish the form or terms of Securities of any series as permitted by Section
2.1 or 3.1; or




     (4) to add to the covenants of the Company for the benefit of the Holders of all or any
series of Securities (and if such covenants are to be for the benefit of less than all
series of Securities, stating that such covenants are expressly being included solely for
the benefit of such series) or to surrender any right or power herein conferred upon the
Company; or




     (5) to add any additional Events of Default for the benefit of the Holders of all or
any series of Securities (and if such additional Events of Default are to be for the benefit
of less than all series of Securities, stating that such additional Events of Default are
expressly being included solely for the benefit of such series); or




     (6) add to, change or eliminate any of the provisions of this Indenture in respect of
one or more series of Securities, provided that any such addition, change or elimination (a)
shall become effective only when there is no Security Outstanding of any series created
prior to the execution of such supplemental indenture that is entitled to the benefit of
such provision or (b) shall not apply to any Outstanding Securities; or




     (7) to cure any ambiguity, to correct or supplement any provision herein that may be
defective or inconsistent with any other provision herein, or to make any other provisions
with respect to matters or questions arising under this Indenture, provided that such action
pursuant to this clause (7) shall not adversely affect the interest of the Holders of
Securities of any series in any material respect or, in the case of the Securities of a
series issued to a Webster Trust and for so long as any of the corresponding series of




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Trust Preferred Securities issued by such Webster Trust shall remain outstanding, the
holders of such Trust Preferred Securities; or




          (8) to evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more series and to add to or change any of
the provisions of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, pursuant to the
requirements of Section 6.11(b); or




       
   (9) to add, change or eliminate any provision of this Indenture as necessary or
desirable in accordance with any amendments to the Trust Indenture Act, provided that such
action shall not adversely affect the interest of the holders of the Securities in any
material respect; or




          (10) to add to or change any terms of this Indenture or the Securities of such series
to conform the terms of such Securities or this Indenture as it relates to such Securities
to the description of such Securities in the prospectus or other offering document pursuant
to which such Securities or corresponding Trust Preferred Securities are offered to
purchasers thereof; or




          (11) to change or eliminate any restrictions on the payment of principal or
premium, if any, on Securities in registered form, provided that any such action shall not
adversely affect the interests of the Holders of the Securities of any series in any
material respect.





Section 9.2 Supplemental Indentures with Consent of Holders.




          With the consent of the Holders of not less than a majority in the aggregate principal amount
of the Outstanding Securities of each series affected by such supplemental indenture, by Act of
said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board
Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
of this Indenture or of modifying in any manner the rights of the Holders of Securities of such
series under this Indenture; provided, however, that no such supplemental indenture shall, without
the consent of the Holder of each Outstanding Security affected thereby,





          (1) except to the extent permitted by Section 3.11 or as otherwise specified as
contemplated by Section 2.1 or Section 3.1 with respect to the deferral of the payment of
interest on the Securities of any series, change the Stated Maturity of any payment of
principal of, or any installment of interest (including any Additional Interest) on, any
Security, or reduce any of the payments due on the Securities or change the manner of
calculating such payments in a manner adverse to the Holders of any Security, or change the
place of payment of the Securities in a manner adverse to Holders of the Securities, or
change the coin or currency in which any payment on the Securities is payable, or impair the
right to institute suit for the enforcement of any such payment due on the Securities, or




          (2) reduce the percentage in principal amount of the Outstanding Securities of any
series, the consent of whose Holders is required for any such supplemental indenture, or the
consent of whose Holders is required for any waiver (of compliance with certain



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provisions of this Indenture or certain defaults hereunder and their consequences)
provided for in this Indenture, or




          (3) modify any of the provisions of this Section, Section 5.13 or Section 10.5, or




          (4) modify the provisions in Article XIII of this Indenture with respect to the
subordination of Outstanding Securities of any series in a manner adverse to the Holders
thereof;


provided, further, that, in the case of the Securities of a series issued to a Webster Trust, so
long as any of the corresponding series of Trust Preferred Securities issued by such Webster Trust
remains outstanding, (i) no such amendment shall be made that adversely affects the holders of such
Trust Preferred Securities in any material respect without the prior consent of the holders of at
least a majority of the aggregate Liquidation Amount of such Trust Preferred Securities then
outstanding and (ii) no such amendment which would require the consent of the Holder of each
Outstanding Security may be made without the prior consent of the holder of each Trust Preferred
Security then outstanding.




          A supplemental indenture that changes or eliminates any covenant or other provision of this
Indenture that has expressly been included solely for the benefit of one or more particular series
of Securities or the Trust Preferred Securities of one or more Webster Trusts, or that modifies the
rights of the Holders of Securities of such series or holders of Trust Preferred Securities of such
Webster Trust with respect to such covenant or other provision, shall be deemed not to affect the
rights under this Indenture of the Holders of Securities of any other series or holders of Trust
Preferred Securities of other Webster Trusts.




          It shall not be necessary for any Act of Holders under this Section to approve the particular
form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve
the substance thereof.




Section 9.3 Execution of Supplemental Indentures.



          In executing or accepting the additional trusts created by any supplemental indenture
permitted by this Article or the modifications thereby of the trusts created by this Indenture, the
Trustee shall be entitled to receive, and (subject to Section 6.1) shall be fully protected in
relying upon, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall
not be obligated to, enter into any such supplemental indenture that affects the Trustee’s own
rights, duties or immunities under this Indenture or otherwise.




Section 9.4 Effect of Supplemental Indentures.



          Upon the execution of any supplemental indenture under this Article, this Indenture shall be
modified in accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated
and delivered hereunder shall be bound thereby.




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Section 9.5 Conformity with Trust Indenture Act.




          Every supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act as then in effect.



Section 9.6 Reference in Securities to Supplemental Indentures.




         
 Securities of any series authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article may, and shall if required by the Company, bear a notation in
form approved by the Company as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Securities of any series so modified as to conform, in the opinion
of the Company, to any such supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series.



Section 9.7 Subordination Unimpaired.




         
 No provision in any supplemental indenture that adversely affects the superior position of any holder of
Senior and Subordinated Debt shall be effective against any such holder of Senior and Subordinated
Debt, unless such holder shall have consented thereto.




ARTICLE X




COVENANTS



Section 10.1 Payment of Principal, Premium and Interest.




          The Company covenants and agrees for the benefit of each series of Securities that it will
duly and punctually pay the principal of (and premium, if any) and interest on the Securities of
that series in accordance with the terms of such Securities and this Indenture.



Section 10.2 Maintenance of Office or Agency.




          The Company will maintain in each Place of Payment for any series of Securities, an office or
agency where Securities of that series may be presented or surrendered for payment and an office or
agency where Securities of that series may be surrendered for transfer or exchange and where
notices and demands to or upon the Company in respect of the Securities of that series and this
Indenture may be served. The Company initially appoints the Trustee, acting through its Corporate
Trust Office, as its agent for said purposes. The Company will give prompt written notice to the
Trustee of any change in the location of any such office or agency. If at any time the Company
shall fail to maintain such office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate
Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive
all such presentations, surrenders, notices and demands.




          The Company may also from time to time designate one or more other offices or agencies where
the Securities of one or more series may be presented or surrendered for any or all of such
purposes, and may from time to time rescind such designations; provided, however,




56









 







that no such designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in each Place of Payment for Securities of any series
for such purposes. The Company will give prompt written notice to the Trustee of any such
designation and any change in the location of any such office or agency.



Section 10.3 Money for Securities Payments to be Held in Trust.




          If the Company shall at any time act as its own Paying Agent with respect to any series of
Securities, it will, on or before each due date of the principal of (and premium, if any) or
interest on any of the Securities of such series, segregate and hold in trust for the benefit of
the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or
interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as
herein provided, and will promptly notify the Trustee of its failure so to act.




          Whenever the Company shall have one or more Paying Agents for any series of Securities, it
will, prior to 10:00 a.m. New York City time on each due date of the principal of or interest on
any Securities of that series, deposit with a Paying Agent a sum sufficient to pay the principal
(and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of
the Persons entitled to such principal and premium (if any) or interest, and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of its failure so to act.




          The Company will cause each Paying Agent for any series of Securities other than the Trustee
to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the
Trustee, subject to the provisions of this Section, that such Paying Agent will:





          (1) hold all sums held by it for the payment of the principal of (and premium, if any)
or interest on Securities of that series in trust for the benefit of the Persons entitled
thereto until such sums shall be paid to such Persons or otherwise disposed of as herein
provided;




           (2) give the Trustee notice of any default by the Company (or any other obligor upon
the Securities of that series) in the making of any payment of principal of (and premium, if
any) or interest; and




           (3) at any time during the continuance of any such default, upon the written request of
the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent.



          The Company may at any time, for the purpose of obtaining the satisfaction and discharge of
this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay,
to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by
the Trustee upon the same trusts as those upon which such sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be
released from all further liability with respect to such money.




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          Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of (and premium, if any) or interest on any Security of that
series and remaining unclaimed for two years after such principal (and premium, if any) or interest
has become due and payable shall be paid on Company Request to the Company, or (if then held by the
Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned
or unclaimed property law) be discharged from such trust; and the Holder of such Security shall
thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the expense of the
Company cause to be published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in the Borough of Manhattan, The City of
New York, notice that such money remains unclaimed and that, after a date specified therein, which
shall not be less than 30 days from the date of such publication, any unclaimed balance of such
money then remaining will be repaid to the Company.



Section 10.4 Statement as to Compliance.




          The Company shall deliver to the Trustee, within 120 days after the end of each calendar year
of the Company ending after the date hereof, an Officers’ Certificate covering the preceding
calendar year, stating whether or not to the best knowledge of the signers thereof the Company is
in default in the performance, observance or fulfillment of or compliance with any of the terms,
provisions, covenants and conditions of this Indenture, and if the Company shall be in default,
specifying all such defaults and the nature and status thereof of which they may have knowledge.
For the purpose of this Section, compliance shall be determined without regard to any grace period
or requirement of notice provided pursuant to the terms of this Indenture.



Section 10.5 Waiver of Certain Covenants.




          The Company may omit in any particular instance to comply with any covenant or condition
provided pursuant to Section 3.1, 9.1(3) or 9.1(4) with respect to the Securities of any series, if
before or after the time for such compliance the Holders of at least a majority in principal amount
of the Outstanding Securities of such series shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such covenant or condition, but no
such waiver shall extend to or affect such covenant or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the Company in respect of
any such covenant or condition shall remain in full force and effect. If the Securities of a
series have not been registered under the Securities Act, the Holders of at least a majority in
principal amount of such series, by Act of such Holders, may waive compliance by the Company with
the Trust Indenture Act with respect to such series unless such compliance is otherwise required by
the Trust Indenture Act.



Section 10.6 Additional Sums; Expenses of a Webster Trust.




          In the case of the Securities of a series issued to a Webster Trust, so long as no Event of Default
has occurred and is continuing and except as otherwise specified as contemplated by Section 2.1 or
Section 3.1, in the event that (i) a Webster Trust is the Holder of all of the Outstanding
Securities of such series and (ii) a Tax Event has occurred and is continuing with respect to such
Webster Trust and such Webster Trust shall be required to pay Additional Taxes, the Company shall
pay to such Webster Trust (and its permitted successors or assigns under the related Trust
Agreement) as Holder of the Securities of such series for so long as such Webster Trust (or its
permitted successor or assignee) is the registered Holder of any Securities of such series, such
additional sums as may be necessary in order that the amount of Distributions (including any
Additional Amounts (as defined in such Trust Agreement)) then due and payable by such Webster Trust
on the related Trust Preferred Securities and Common Securities that at any time remain outstanding
in accordance with the terms thereof shall not be reduced as a result of any Additional Taxes
arising from such Tax Event (the “Additional Sums”).





58









 







Whenever in this Indenture or the Securities there is a reference in any
context to the payment of principal of or interest on the Securities, such mention shall be deemed
to include mention of the payments of the Additional Sums provided for in this paragraph to the
extent that, in such context, Additional Sums are, were or would be payable in respect thereof
pursuant to the provisions of this paragraph and express mention of the payment of Additional Sums
(if applicable) in any provisions hereof shall not be construed as excluding Additional Sums in
those provisions hereof where such express mention is not made; provided, however, that the
deferral of the payment of interest pursuant to Section 3.11 or the Securities shall not defer the
payment of any Additional Sums that may be due and payable.



Section 10.7 Additional Covenants.




          The Company also covenants and agrees with each Holder of Securities of a series issued to a
Webster Trust (i) to maintain directly or indirectly 100% ownership of the Common Securities of
such Webster Trust; provided, however, that any permitted successor of the Company hereunder may
succeed to the Company’s ownership of such Common Securities, and (ii) to use its reasonable
efforts, consistent with the terms and provisions of such Trust Agreement, to cause such Webster
Trust to remain classified as a grantor trust and not an association taxable as a corporation for
U.S. federal income tax purposes.




ARTICLE XI




REDEMPTION OF SECURITIES



Section 11.1 Applicability of this Article.




          Redemption of Securities of any series (whether by operation of a sinking fund or otherwise)
as permitted or required by any form of Security issued pursuant to this Indenture shall be made in
accordance with such form of Security and this Article; provided, however, that if any provision of
any such form of Security shall conflict with any provision of this Article, the provision of such
form of Security shall govern. Except as otherwise set forth in the form of




59









 







Security for such series, each Security of such series shall be subject to partial redemption
only in the amount of $1,000 or integral multiples thereof.



Section 11.2 Election to Redeem; Notice to Trustee.




          The election of the Company to redeem any Securities shall be evidenced by or pursuant to a
Board Resolution. In case of any redemption at the election of the Company of any of the
Securities of any particular series and having the same terms, the Company shall, not less than 30
nor more than 60 days prior to the Redemption Date (unless a shorter notice shall be satisfactory
to the Trustee), notify the Trustee and, in the case of Securities of a series held by a Webster
Trust, the Property Trustee under the related Trust Agreement, of such date and of the principal
amount of Securities of that series to be redeemed. In the case of any redemption of Securities
prior to the expiration of any restriction on such redemption provided in the terms of such
Securities, the Company shall furnish the Trustee with an Officers’ Certificate and an Opinion of
Counsel evidencing compliance with such restriction.



Section 11.3 Selection of Securities to be Redeemed.




          If less than all the Securities of any series are to be redeemed, the particular Securities to
be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee,
from the Outstanding Securities of such series not previously called for redemption, by such method
as the Trustee shall deem fair and appropriate and that may provide for the selection for
redemption of a portion of the principal amount of any Security of such series, provided that the
unredeemed portion of the principal amount of any Security shall be in a denomination (which shall
not be less than the minimum authorized denomination) for such Security. If less than all the
Securities of such series and of a specified tenor are to be redeemed (unless such redemption
affects only a single Security), the particular Securities to be redeemed shall be selected not
more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series and specified tenor not previously called for redemption in accordance with the
preceding sentence.




          The Trustee shall promptly notify the Company in writing of the Securities selected for
partial redemption and the principal amount thereof to be redeemed. For all purposes of this
Indenture, unless the context otherwise requires, all provisions relating to the redemption of
Securities shall relate, in the case of any Security redeemed or to be redeemed only in part, to
the portion of the principal amount of such Security that has been or is to be redeemed. If the
Company shall so direct, Securities registered in the name of the Company, any Affiliate or any
Subsidiary thereof shall not be included in the Securities selected for redemption.



Section 11.4 Notice of Redemption.




          Notice of redemption shall be given by first-class mail, postage prepaid, mailed not later
than the thirtieth day, and not earlier than the sixtieth day, prior to the Redemption Date, to
each Holder of Securities to be redeemed, at the address of such Holder as it appears in the
Securities Register.




          With respect to Securities of each series to be redeemed, each notice of redemption shall
state:




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          (a) the Redemption Date;




          (b) the Redemption Price or if the Redemption Price cannot be calculated prior to the time the
notice is required to be sent, the estimate of the Redemption Price provided pursuant to the
Indenture together with a statement that it is an estimate and that the actual Redemption Price
will be calculated on a specified day prior to the Redemption Date;




          (c) if less than all Outstanding Securities of such particular series and having the same
terms are to be redeemed, the identification (and, in the case of partial redemption, the
respective principal amounts) of the particular Securities to be redeemed;




          (d) that on the Redemption Date, the Redemption Price will become due and payable upon each
such Security or portion thereof, and that interest thereon, if any, shall cease to accrue on and
after said date;




          (e) the place or places where such Securities are to be surrendered for payment of the
Redemption Price; and




          (f) that the redemption is for a sinking fund, if such is the case.




          Notice of redemption of Securities to be redeemed at the election of the Company shall be
given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of
the Company and shall not be irrevocable. The notice if mailed in the manner herein provided shall
be conclusively presumed to have been duly given, whether or not the Holder receives such notice.
In any case, a failure to give such notice by mail or any defect in the notice to the Holder of any
Security designated for redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Security.



Section 11.5 Deposit of Redemption Price.




          Prior to 10:00 a.m. New York City time on the Redemption Date specified in the notice of
redemption given as provided in Section 11.4, the Company will deposit with the Trustee or with one
or more Paying Agents (or if the Company is acting as its own Paying Agent, the Company will
segregate and hold in trust as provided in Section 10.3) an amount of money sufficient to pay the
Redemption Price of, and any accrued interest (including Additional Interest) on, all the
Securities that are to be redeemed on that date.



Section 11.6 Payment of Securities Called for Redemption.




          If any notice of redemption has been given as provided in Section 11.4, the Securities or
portion of Securities with respect to which such notice has been given shall become due and payable
on the date and at the place or places stated in such notice at the applicable Redemption Price.
On presentation and surrender of such Securities at a Place of Payment in said notice specified,
the said Securities or the specified portions thereof shall be paid and redeemed by the Company at
the applicable Redemption Price, together with accrued interest (including any Additional Interest)
to the Redemption Date; provided, however, that, unless otherwise specified as contemplated by
Section 3.1, installments of interest whose Stated Maturity is on or prior to the Redemption Date
will be payable to the Holders of such Securities,




61









 







or one or more Predecessor Securities, registered as such at the close of business on the
relevant record dates according to their terms and the provisions of Section 3.7.




          Upon presentation of any Security redeemed in part only, the Company shall execute and the
Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new
Security or Securities of the same series, of authorized denominations, in aggregate principal
amount equal to the unredeemed portion of the Security so presented and having the same Original
Issue Date, Stated Maturity and terms. If a Global Security is so surrendered, such new Security
(subject to Section 3.5) will also be a new Global Security.




          If any Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal of and premium, if any, on such Security shall, until paid, bear interest
from the Redemption Date at the rate prescribed therefor in the Security.




ARTICLE XII




SINKING FUNDS



Section 12.1 Applicability of Article.




          The provisions of this Article shall be applicable to any sinking fund for the retirement of
Securities of any series except as otherwise specified as contemplated by Section 3.1 for such
Securities.




          The minimum amount of any sinking fund payment provided for by the terms of any Securities of
any series is herein referred to as a “mandatory sinking fund payment,” and any sinking fund
payment in excess of such minimum amount that is permitted to be made by the terms of such
Securities of any series is herein referred to as an “optional sinking fund payment.” If provided
for by the terms of any Securities of any series, the cash amount of any sinking fund payment may
be subject to reduction as provided in Section 12.2. Each sinking fund payment shall be applied to
the redemption (or purchase by tender or otherwise) of Securities of any series as provided for by
the terms of such Securities.



Section 12.2 Satisfaction of Sinking Fund Payments with Securities.




          In lieu of making all or any part of a mandatory sinking fund payment with respect to any
Securities of a series in cash, the Company may at its option, at any time no more than 16 months
and no less than 45 days prior to the date on which such sinking fund payment is due, deliver to
the Trustee Securities of such series (together with the unmatured coupons, if any, appertaining
thereto) theretofore purchased or otherwise acquired by the Company, except Securities of such
series that have been redeemed through the application of mandatory or optional sinking fund
payments pursuant to the terms of the Securities of such series, accompanied by a Company Order
instructing the Trustee to credit such obligations and stating that the Securities of such series
were originally issued by the Company by way of bona fide sale or other negotiation for value;
provided that the Securities to be so credited have not been previously so credited. The
Securities to be so credited shall be received and credited for such




62









 







purpose by the Trustee at the Redemption Price for such Securities, as specified in the
Securities so to be redeemed, for redemption through operation of the sinking fund and the amount
of such sinking fund payment shall be reduced accordingly.



Section 12.3 Redemption of Securities for Sinking Fund.




          Not less than 60 days prior to each sinking fund payment date for any series of Securities,
the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next
ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the
portion thereof, if any, which is to be satisfied by payment of cash in the currency in which the
Securities of such series are payable (except as provided pursuant to Section 3.1) and the portion
thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to
Section 12.2 and will also deliver to the Trustee any Securities to be so delivered. Such
Officers’ Certificate shall be irrevocable and upon its delivery the Company shall be obligated to
make the cash payment or payments therein referred to, if any, on or before the succeeding sinking
fund payment date. In the case of the failure of the Company to deliver such Officers’ Certificate
(or, as required by this Indenture, the Securities and coupons, if any, specified in such Officers’
Certificate), the sinking fund payment due on the succeeding sinking fund payment date for such
series shall be paid entirely in cash and shall be sufficient to redeem the principal amount of the
Securities of such series subject to a mandatory sinking fund payment without the right to deliver
or credit securities as provided in Section 12.2 and without the right to make the optional sinking
fund payment with respect to such series at such time.




          Any sinking fund payment or payments (mandatory or optional) made in cash plus any unused
balance of any preceding sinking fund payments made with respect to the Securities of any
particular series shall be applied by the Trustee (or by the Company if the Company is acting as
its own Paying Agent) on the sinking fund payment date on which such payment is made (or, if such
payment is made before a sinking fund payment date, on the sinking fund payment date immediately
following the date of such payment) to the redemption of Securities of such series at the
Redemption Price specified in such Securities with respect to the sinking fund. Any sinking fund
moneys not so applied or allocated by the Trustee (or, if the Company is acting as its own Paying
Agent, segregated and held in trust by the Company as provided in Section 10.3) for such series and
together with such payment (or such amount so segregated) shall be applied in accordance with the
provisions of this Section. Any and all sinking fund moneys with respect to the Securities of any
particular series held by the Trustee (or if the Company is acting as its own Paying Agent,
segregated and held in trust as provided in Section 10.3) on the last sinking fund payment date
with respect to Securities of such series and not held for the payment or redemption of particular
Securities of such series shall be applied by the Trustee (or by the Company if the Company is
acting as its own Paying Agent), together with other moneys, if necessary, to be deposited (or
segregated) sufficient for the purpose, to the payment of the principal of the Securities of such
series at Maturity. The Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 11.3 and cause notice of the redemption thereof to
be given in the name of and at the expense of the Company in the manner provided in Section 11.4.
Such notice having been duly given, the redemption of such Securities shall be made upon the terms
and in the manner stated in Section 11.6. On or before each sinking fund payment date, the Company
shall pay to the Trustee (or, if the Company is acting as its own Paying Agent, the Company shall
segregate and




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hold in trust as provided in Section 10.3) in cash a sum in the currency in which Securities
of such series are payable (except as provided pursuant to Section 3.1) equal to the principal,
premium, if any, and any interest accrued to the Redemption Date for Securities or portions thereof
to be redeemed on such sinking fund payment date pursuant to this Section.




          Neither the Trustee nor the Company shall redeem any Securities of a series with sinking fund
moneys or mail any notice of redemption of Securities of such series by operation of the sinking
fund for such series during the continuance of a default in payment of interest, if any, on any
Securities of such series or of any Event of Default (other than an Event of Default occurring as a
consequence of this paragraph) with respect to the Securities of such series, except that if the
notice of redemption shall have been provided in accordance with the provisions hereof, the Trustee
(or the Company, if the Company is then acting as its own Paying Agent) shall redeem such
Securities if cash sufficient for that purpose shall be deposited with the Trustee (or segregated
by the Company) for that purpose in accordance with the terms of this Article. Except as
aforesaid, any moneys in the sinking fund for such series at the time when any such default or
Event of Default shall occur and any moneys thereafter paid into such sinking fund shall, during
the continuance of such default or Event of Default, be held as security for the payment of the
Securities and coupons, if any, of such series; provided, however, that in case such default or
Event of Default shall have been cured or waived herein, such moneys shall thereafter be applied on
the next sinking fund payment date for the Securities of such series on which such moneys may be
applied pursuant to the provisions of this Section.




ARTICLE XIII




SUBORDINATION OF SECURITIES



Section 13.1 Securities Subordinate to Senior and Subordinated Debt.




          The Company, for itself, its successors and assigns, covenants and agrees, and each Holder
likewise covenants and agrees by his acceptance thereof, that the obligations of the Company to
make any payment on account of the principal of (or premium, if any) and interest on each and all
of the Securities shall be subordinate and junior, to the extent and in the manner hereinafter set
forth, in right of payment and upon liquidation to the Company’s obligations to the holders of
Senior and Subordinated Debt of the Company.



Section 13.2 Company Not to Pay if Senior and Subordinated Debt of Company is in Default.




          No payment on account of principal of (or premium, if any) or interest on the Securities shall
be made by the Company unless full payment of amounts then due for principal (and premium, if any),
sinking funds, and interest on Senior and Subordinated Debt of the Company has been made or duly
provided for in money or money’s worth in accordance with its terms. No payment on account of
principal of (or premium, if any) or interest on the Securities shall be made by the Company if, at
the time of such payment or immediately after giving effect thereto, there shall have occurred an
event of default with respect to any Senior and Subordinated Debt of the Company or in any
instrument under which the same is outstanding, permitting the holders thereof (or a trustee on
behalf of the holders thereof) to accelerate the maturity thereof,




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or an event that, with the giving of notice or the passage of time or both, would constitute
such event of default, and such event of default shall not have been cured or waived.



Section 13.3 Payment over of Proceeds upon Dissolution, Default, Etc., of the Company.




          The Company agrees that upon (i) the occurrence of any event of default referred to in Section
13.2 above that shall not have been cured or waived or (ii) any payment or distribution of assets
of the Company of any kind or character, whether in cash, property or securities, to creditors upon
any dissolution or winding up or total or partial liquidation or reorganization of the Company,
whether voluntary or involuntary or in bankruptcy, insolvency, receivership, conservatorship or
other proceedings, all principal (and premium, if any), sinking fund payments and interest due or
to become due upon all Senior and Subordinated Debt of the Company shall first be paid in full, or
payment thereof provided for in money or money’s worth in accordance with its terms, before any
payment is made on account of the principal of (or premium, if any) or interest on the indebtedness
evidenced by the Securities due and owing at the time and upon any such dissolution or winding up
or liquidation or reorganization, any payment or distribution of assets of the Company of any kind
or character, whether in cash, property or securities (other than securities of the Company or any
other Person provided for by a plan of reorganization or readjustment, the payment of which is
subordinate, at least to the extent provided in this Section with respect to the Securities, to the
payment in full of all Senior and Subordinated Debt, provided the rights of the Holders of the
Senior and Subordinated Debt are not altered by such reorganization or readjustment), to which the
Holders of the Securities would, except for the provisions hereof, be entitled, shall be paid by
the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person
making such payment or distribution, or by the Holders or by the Trustee under this Indenture if
received by them or it, directly to the holders of Senior and Subordinated Debt of the Company (pro
rata to each such holder on the basis of the respective amounts of Senior and Subordinated Debt
held by such holder) or their representatives, to the extent necessary to pay all Senior and
Subordinated Debt of the Company in full, in money or money’s worth, after giving effect to any
concurrent payment or distribution to or for the holders of such Senior and Subordinated Debt,
before any payment or distribution is made to the Holders of the indebtedness evidenced by the
Securities or to the Trustee or to any Paying Agent for the account of the Holders of the
Securities (subject, in the case of the Trustee or any Paying Agent, to the provisions of Section
6.7) under this Indenture.




          In the event that any payment or distribution of assets of the Company of any kind or
character, whether in cash, property or securities, including any such payment or distribution that
may be payable or deliverable by reason of the payment of any other indebtedness of the Company
being subordinated to the payment of the Securities, not permitted by the foregoing, shall be
received by the Trustee or any Holder before all Senior and Subordinated Debt of the Company is
paid in full, or provision is made for such payment, in accordance with its terms, such payment or
distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the
holders of such Senior and Subordinated Debt of the Company (pro rata to each such holder on the
basis of the respective amounts of Senior and Subordinated Debt held by such holder) or their
representative or representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing any of such Senior and Subordinated Debt of the Company may have
been issued, as their respective interests may appear, or to any receiver,




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trustee in bankruptcy, liquidating trustee, agent or other person making such distribution,
for application to the payment of all Senior and Subordinated Debt of the Company remaining unpaid
to the extent necessary to pay all such Senior and Subordinated Debt of the Company in full in
accordance with its terms, after giving effect to any concurrent payment or distribution to the
holders of such Senior and Subordinated Debt of the Company.




          The consolidation of the Company with, or the merger of the Company into, another corporation
or the liquidation or dissolution of the Company following the conveyance or transfer of its
properties and assets substantially as an entirety to another Person upon the terms and conditions
set forth in Article VIII shall not be deemed a dissolution, winding up, liquidation or
reorganization for the purposes of this Section if the corporation formed by such consolidation or
into which the Company is merged or the Person that acquires by conveyance or transfer such
properties and assets substantially as an entirety, as the case may be, shall, as a part of such
consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article
VIII.



Section 13.4 Subrogation to Rights of Holders of Senior and Subordinated Debt.




          Subject to the prior payment in full of all Senior and Subordinated Debt of the Company, the
Holders shall be subrogated (equally and ratably with the holders of all indebtedness of the
Company that by its express terms is subordinated to indebtedness of the Company to substantially
the same extent as the Securities are subordinated and is entitled to like rights of subrogation)
to the rights of the holders of such Senior and Subordinated Debt to receive payments or
distributions of cash, property and securities applicable to the Senior and Subordinated Debt of
the Company until the Securities shall be paid in full. For purposes of such subrogation, no
payments or distributions in respect of the Senior and Subordinated Debt of the Company of any
cash, property or securities to which the Holders of the Securities or the Trustee would be
entitled except for the provisions of this Article, and no payments over pursuant to the provisions
of this Article to the holders of Senior and Subordinated Debt by Holders of the Securities or the
Trustee, shall, as between the Company, its creditors other than holders of Senior and Subordinated
Debt of the Company and the Holders of the Securities, be deemed to be a payment or distribution by
the Company to or on account of the Senior and Subordinated Debt of the Company; and no payments or
distributions to the Trustee or the Holders of the Securities of cash, property or securities that
are applied to the satisfaction of Senior and Subordinated Debt of the Company, as the case may be,
by virtue of the subordination herein provided for shall, as between the Company, its creditors
other than the holders of Senior and Subordinated Debt of the Company and the Holders of the
Securities, be deemed to be a payment by the Company to or on account of the Securities.



Section 13.5 Reliance on Certificate of Liquidating Agent.




          Upon any payment or distribution of assets of the Company referred to in this Article, the
Trustee, subject to the provisions of Section 6.1, and the Holders shall be entitled to rely upon
an order or decree made by any court of competent jurisdiction in which such dissolution or winding
up or liquidation or reorganization or arrangement proceedings are pending or upon a certificate of
the trustee in bankruptcy, receiver, conservator, assignee for the benefit of creditors or other
person making such payment or distribution, delivered to the Trustee




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or to the Holders, for the purpose of ascertaining the persons entitled to participate in such
distribution, the holders of the Senior and Subordinated Debt, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts pertinent or to this
Article.



Section 13.6 Payment Permitted if No Default.




          Nothing contained in this Article or elsewhere in this Indenture, or in any of the Securities,
shall prevent (a) the Company, at any time except during the pendency of any dissolution, winding
up, liquidation or reorganization or other similar proceedings referred to in Section 13.3 or under
the conditions described in Section 13.2, from making payments at any time of principal of (or
premium, if any) or interest on the Securities or (b) the application by the Trustee or any Paying
Agent of any moneys deposited with it hereunder to the payment of or on account of the principal of
(or premium, if any) or interest on Securities, if, at the time of such application, the Trustee or
such Paying Agent, as the case may be, did not have the written notice provided for in Section 13.7
(subject to Section 13.12) of any event prohibiting the making of such deposit or if, at the time
of such deposit (whether or not in trust) by the Company with the Trustee or any Paying Agent
(other than the Company), such payment would not have been prohibited by the provisions of this
Article.



Section 13.7 Trustee Not Charged with Knowledge of Prohibition.




          Anything in this Article or elsewhere in this Indenture contained to the contrary
notwithstanding, the Trustee shall not at any time be charged with knowledge of the existence of
any facts that would prohibit the making of any payment of moneys to or by the Trustee and, subject
to the provisions of Section 6.1, shall be entitled to assume that no event of default or
prohibition specified in Section 13.2 has happened, until the Trustee shall have received an
Officers’ Certificate of the Company to that effect or notice in writing signed by or on behalf of
the holders, or their representatives, of at least $1,000,000 in principal amount of Senior and
Subordinated Debt of the Company who shall have been certified by the Company or otherwise
established to the reasonable satisfaction of the Trustee to be such holders or representatives or
from any trustee under any indenture pursuant to which such Senior and Subordinated Debt shall be
outstanding.



Section 13.8 Provisions are Solely to Define Relative Rights.




          The provisions of this Article are and are intended solely for the purpose of defining the
relative rights of the Holders on the one hand, and the holders of the Senior and Subordinated Debt
on the other. Nothing contained in this Article or elsewhere in this Indenture or in the
Securities is intended to or shall (a) impair, as among the Company, its creditors other than
holders of Senior and Subordinated Debt and the Holders of the Securities, the obligation of the
Company, which is absolute and unconditional (and which, subject to the rights under this Article
of the holders of Senior and Subordinated Debt, is intended to rank equally with all other general
obligations of the Company), to pay to the Holders of the Securities the principal of (and premium,
if any, on) and interest on the Securities as and when the same shall become due and payable in
accordance with their terms; (b) affect the relative rights against the Company of the Holders of
the Securities and creditors of the Company other than the holders of Senior and




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Subordinated Debt; or (c) prevent the Trustee or the Holder of any Security from exercising
all remedies otherwise permitted by applicable law upon default under this Indenture, subject to
the rights, if any, under this Article of the holders of Senior and Subordinated Debt, to receive
cash, property and securities otherwise payable or deliverable to the Trustee or such Holder.



Section 13.9 No Waiver of Subordination Provisions.




          No right of any present or future holder of any Senior and Subordinated Debt of the Company to
enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by
any act or failure to act on the part of the Company or by any act or failure to act, in good
faith, by any such holder, or by any noncompliance by the Company with the terms, provisions and
covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be
otherwise charged with.



Section 13.10 Trustee to Effectuate Subordination.




          Each Holder by his acceptance of a Security or Securities authorizes and directs the Trustee
in his behalf to take such action as may be necessary or appropriate to effectuate the
subordination as provided in this Article and appoints the Trustee his attorney-in-fact for any and
all such purposes.




          The Trustee, however, shall not be deemed to owe any duty or obligation, including any
fiduciary duty to the holders of Senior and Subordinated Debt and shall not be liable to any such
holders or creditors if it shall pay over or distribute to or on behalf of Holders of the
Securities or the Company moneys or assets to which any holder of Senior and Subordinated Debt
shall be entitled by virtue of this Article.



Section 13.11 Rights of Trustee as Holder of Senior and Subordinated Debt.




          The Trustee shall be entitled to all the rights set forth in this Article with respect to any
Senior and Subordinated Debt that may at any time be held by it, to the same extent as any other
holder of Senior and Subordinated Debt, as the case may be, and nothing in this Indenture shall
deprive the Trustee of any of its rights as such holder.



Section 13.12 Article Applicable to Paying Agents.




          In case at any time any Paying Agent other than the Trustee shall have been appointed by the
Company with respect to a series of securities and be then acting hereunder, the term “Trustee” as
used in this Article shall in such case (unless the context shall otherwise require) be construed
as extending to, and including such Paying Agent within its meaning as fully for all intents and
purposes as if such Paying Agent were named in this Article in addition to or in place of the
Trustee; provided, however, that Sections 13.8 and 13.11 shall not apply to the Company or any
Affiliate of the Company if it or such Affiliate acts as Paying Agent; and provided, further, that
no Paying Agent (other than the Company or any Affiliate of the Company if it or such Affiliate
acts as Paying Agent) shall be liable to any such holder if it shall pay over or distribute to or
on behalf of Holders of Securities or the Company or any other Person moneys or assets to which any
holder of Senior and Subordinated Debt shall be entitled by virtue of this Article or otherwise
shall be deemed to owe any fiduciary duty to the holders of




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Senior and Subordinated Debt. No Paying Agent shall be deemed to have received any Officers’
Certificate or notice required pursuant to or referred in this Article (whether or not actually
received) until after the second Business Day after any such notice shall have been delivered to a
Responsible Officer of such Paying Agent at the Paying Agent Office of such Paying Agent, as such
Responsible Officer and Paying Agent Office shall be specified with respect to such series in
accordance with Section 3.1; and furthermore, Section 6.1 (as referred to in Sections 13.5 and
13.7) and the first paragraph of Section 13.10 are not applicable to any Paying Agent.




ARTICLE XIV




REPAYMENT AT THE OPTION OF HOLDERS



Section 14.1 Applicability of Article.




          Securities of any series that are repayable at the option of the Holders thereof before their
Stated Maturity shall be repaid in accordance with their terms and (except as otherwise specified
pursuant to Section 3.1 for Securities of such series) in accordance with this Article.



Section 14.2 Repayment of Securities.




          Each Security that is subject to repayment in whole or in part at the option of the Holder
thereof on a Repayment Date shall be repaid at the applicable Repayment Price together with
interest accrued to such Repayment Date as specified pursuant to Section 3.1.



Section 14.3 Exercise of Option; Notice.




          Each Holder desiring to exercise such Holder’s option for repayment shall, as conditions to
such repayment, surrender the Security to be repaid in whole or in part together with written
notice of the exercise of such option at any office or agency of the Company in a Place of Payment,
not less than 30 nor more than 45 days prior to the Repayment Date. Such notice, which shall be
irrevocable, shall specify the principal amount of such Security to be repaid, which shall be equal
to the minimum authorized denomination for such Security or an integral multiple thereof, and shall
identify the Security to be repaid and, in the case of a partial repayment of the Security, shall
specify the denomination or denominations of the Security or Securities of the same series to be
issued to the Holder for the portion of the principal of the Security surrendered that is not to be
repaid.




          The Company shall execute and the Trustee shall authenticate and deliver without service
charge to the Holder of any Security so surrendered a new Security or Securities of the same
series, of any authorized denomination specified in the foregoing notice, in an aggregate principal
amount equal to any portion of the principal of the Security so surrendered that is not to be
repaid.




          For all purposes of this Indenture, unless the context otherwise requires, all provisions
relating to the repayment of Securities shall relate, in the case of any Security repaid or to be
repaid only in part, to the portion of the principal of such Security that has been or is to be
repaid.




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Section 14.4 Securities Payable on the Repayment Date.




          Notice of exercise of the option of repayment having been given and the Securities so to be
repaid having been surrendered as aforesaid, such Securities shall, unless purchased in accordance
with this Section, on the Repayment Date become due and payable at the price therein specified and
from and after the Repayment Date such Securities shall cease to bear interest and shall be paid on
the Repayment Date, unless the Company shall default in the payment of such price in which case the
Company shall continue to be obligated for the principal amount of such Securities and shall be
obligated to pay interest on such principal amount at the rate borne by such Securities from time
to time until payment in full of such principal amount.




* * * *




          This instrument may be executed in any number of counterparts, each of which so executed shall
be deemed to be an original, but all such counterparts shall together constitute but one and the
same instrument.




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          In Witness Whereof, the parties hereto have caused this Indenture to be duly executed
and attested, all as of the day and year first above written.




	 	 	 	 	 
	 	 	Webster Financial Corporation
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	The Bank of New York,
	 	 	Individually and as Trustee
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 







71