shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.
(C)
THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION OF THIS
AGREEMENT SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION
OF THIS AGREEMENT.
(D)
THE EXECUTIVE'S OR THE COMPANY'S FAILURE TO INSIST UPON STRICT
COMPLIANCE WITH ANY PROVISION OF THIS AGREEMENT OR THE FAILURE TO ASSERT ANY
RIGHT THE EXECUTIVE OR THE COMPANY MAY HAVE HEREUNDER, SHALL NOT BE DEEMED TO BE
A WAIVER OF SUCH PROVISION OR RIGHT OR ANY OTHER PROVISION OR RIGHT OF THIS
AGREEMENT.
(E)
FROM AND AFTER THE EFFECTIVE DATE, THIS AGREEMENT SHALL
SUPERSEDE ANY OTHER AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT
MATTER HEREOF[, INCLUDING WITHOUT LIMITATION THE PRIOR AGREEMENT].2 THIS
AGREEMENT SHALL TERMINATE AND BE OF NO FURTHER FORCE AND EFFECT FROM AND AFTER
THE "EFFECTIVE DATE" OF THE CHANGE IN CONTROL AGREEMENT (AS THE TERM "EFFECTIVE
DATE" IS DEFINED IN THE CHANGE IN CONTROL AGREEMENT).
[Signature page to follow]
2 See footnote 1.
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IN WITNESS WHEREOF, the Executive has hereunto set the Executive's
hand and, pursuant to the authorization from [the Compensation Committee of] its
Board of Directors, the Company has caused these presents to be executed in its
name and on its behalf, all as of the day and year first above written.
Executive's Name
WEBSTER FINANCIAL CORPORATION
By:
Name:
Title:
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