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WBS » Topics » [Remainder of page intentionally left blank]

This excerpt taken from the WBS DEF 14A filed Oct 27, 2009.

[Remainder of page intentionally left blank]

 

G-15

Table of Contents

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by a duly authorized officer.

Dated: July 27, 2009

 

WEBSTER FINANCIAL CORPORATION

By:

  

/s/    JAMES C. SMITH        

Name:   James C. Smith
Title:   Chairman and Chief Executive Officer

 

 

Attest:

By:

  

/s/    HARRIET MUNRETT WOLFE        

Name:   Harriet Munrett Wolfe
Title:  

Executive Vice President, General

Counsel and Secretary

Acknowledged and Agreed:
WARBURG PINCUS PRIVATE EQUITY X, L.P.

By:

   Warburg Pincus X L.P., its general partner

By:

   Warburg Pincus X LLC, its general partner

By:

   Warburg Pincus Partners LLC, its sole member

By:

   Warburg Pincus & Co., its managing member

By:

  

/s/    DAVID COULTER        

Name:   David Coulter
Title:   Managing Director

[Signature Page to Warrant]

 

G-16

Table of Contents

[Form Of Notice Of Exercise]

Date:                             

TO:   Webster Financial Corporation

RE:   Election to Subscribe for and Purchase Common Stock

The undersigned, pursuant to the provisions set forth in the attached Warrant, hereby agrees to subscribe for and purchase the number of shares of the Common Stock set forth below covered by such Warrant. The undersigned, in accordance with Section 3 of the Warrant, hereby agrees to pay the aggregate Exercise Price for such shares of Common Stock in the manner set forth below. A new warrant evidencing the remaining shares of Common Stock covered by such Warrant, but not yet subscribed for and purchased, should be issued in the name set forth below. If the new warrant is being transferred, an opinion of counsel is attached hereto with respect to the transfer of such warrant.

Number of Shares of Common Stock:                                         

Method of Payment of Exercise Price:                                         

Name and Address of Person to be Issued New Warrant:                                         

 

Holder:  

 

By:  

 

Name:  

 

Title:  

 

[Form of Notice of Exercise]

 

G-17

Table of Contents
These excerpts taken from the WBS DEFA14A filed Oct 21, 2009.

[Remainder of page intentionally left blank]

 

-19-

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by a duly authorized officer.

Dated: October 15, 2009

 

WEBSTER FINANCIAL CORPORATION
By:   /s/ James C. Smith
  Name:   James C. Smith
  Title:   Chairman and Chief Executive Officer

 

Attest:
By:   /s/ Harriet Munrett Wolfe
  Name:   Harriet Munrett Wolfe
  Title:  

Executive Vice President,

General Counsel and Secretary

Acknowledged and Agreed:
WARBURG PINCUS PRIVATE EQUITY X, L.P.
By:   Warburg Pincus X L.P., its general partner
By:   Warburg Pincus X LLC, its general partner
By:   Warburg Pincus Partners LLC, its sole member
By:   Warburg Pincus & Co., its managing member
By:   /s/ David Coulter
  Name:   David Coulter
  Title:   Managing Director

 

[Signature Page to Warrant]

[Form Of Notice Of Exercise]

Date:                             

 

TO: Webster Financial Corporation

 

RE: Election to Subscribe for and Purchase Common Stock

The undersigned, pursuant to the provisions set forth in the attached Warrant, hereby agrees to subscribe for and purchase the number of shares of the Common Stock set forth below covered by such Warrant. The undersigned, in accordance with Section 3 of the Warrant, hereby agrees to pay the aggregate Exercise Price for such shares of Common Stock in the manner set forth below. A new warrant evidencing the remaining shares of Common Stock covered by such Warrant, but not yet subscribed for and purchased, should be issued in the name set forth below. If the new warrant is being transferred, an opinion of counsel is attached hereto with respect to the transfer of such warrant.

Number of Shares of Common Stock:                                         

Method of Payment of Exercise Price:                                         

Name and Address of Person to be Issued New Warrant:                                         

 

Holder:     
By:    
Name:    
Title:    

[Form of Notice of Exercise]

[Remainder of page intentionally left blank]

 

-19-

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by a duly authorized officer.

Dated: October 15, 2009

 

WEBSTER FINANCIAL CORPORATION
By:   /s/ James C. Smith
  Name:   James C. Smith
  Title:   Chairman and Chief Executive Officer

 

Attest:
By:   /s/ Harriet Munrett Wolfe
  Name:   Harriet Munrett Wolfe
  Title:  

Executive Vice President,

General Counsel and Secretary

Acknowledged and Agreed:
WARBURG PINCUS PRIVATE EQUITY X, L.P.
By:   Warburg Pincus X L.P., its general partner
By:   Warburg Pincus X LLC, its general partner
By:   Warburg Pincus Partners LLC, its sole member
By:   Warburg Pincus & Co., its managing member
By:   /s/ David Coulter
  Name:   David Coulter
  Title:   Managing Director

 

[Signature Page to Warrant]

[Form Of Notice Of Exercise]

Date:                             

 

TO: Webster Financial Corporation

 

RE: Election to Subscribe for and Purchase Common Stock

The undersigned, pursuant to the provisions set forth in the attached Warrant, hereby agrees to subscribe for and purchase the number of shares of the Common Stock set forth below covered by such Warrant. The undersigned, in accordance with Section 3 of the Warrant, hereby agrees to pay the aggregate Exercise Price for such shares of Common Stock in the manner set forth below. A new warrant evidencing the remaining shares of Common Stock covered by such Warrant, but not yet subscribed for and purchased, should be issued in the name set forth below. If the new warrant is being transferred, an opinion of counsel is attached hereto with respect to the transfer of such warrant.

Number of Shares of Common Stock:                                         

Method of Payment of Exercise Price:                                         

Name and Address of Person to be Issued New Warrant:                                         

 

Holder:     
By:    
Name:    
Title:    

[Form of Notice of Exercise]

These excerpts taken from the WBS 8-K filed Oct 21, 2009.

[Remainder of page intentionally left blank]

 

-19-

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by a duly authorized officer.

Dated: October 15, 2009

 

WEBSTER FINANCIAL CORPORATION
By:   /s/ James C. Smith
  Name:   James C. Smith
  Title:   Chairman and Chief Executive Officer

 

Attest:
By:   /s/ Harriet Munrett Wolfe
  Name:   Harriet Munrett Wolfe
  Title:  

Executive Vice President,

General Counsel and Secretary

Acknowledged and Agreed:
WARBURG PINCUS PRIVATE EQUITY X, L.P.
By:   Warburg Pincus X L.P., its general partner
By:   Warburg Pincus X LLC, its general partner
By:   Warburg Pincus Partners LLC, its sole member
By:   Warburg Pincus & Co., its managing member
By:   /s/ David Coulter
  Name:   David Coulter
  Title:   Managing Director

 

[Signature Page to Warrant]

[Form Of Notice Of Exercise]

Date:                             

 

TO: Webster Financial Corporation

 

RE: Election to Subscribe for and Purchase Common Stock

The undersigned, pursuant to the provisions set forth in the attached Warrant, hereby agrees to subscribe for and purchase the number of shares of the Common Stock set forth below covered by such Warrant. The undersigned, in accordance with Section 3 of the Warrant, hereby agrees to pay the aggregate Exercise Price for such shares of Common Stock in the manner set forth below. A new warrant evidencing the remaining shares of Common Stock covered by such Warrant, but not yet subscribed for and purchased, should be issued in the name set forth below. If the new warrant is being transferred, an opinion of counsel is attached hereto with respect to the transfer of such warrant.

Number of Shares of Common Stock:                                         

Method of Payment of Exercise Price:                                         

Name and Address of Person to be Issued New Warrant:                                         

 

Holder:     
By:    
Name:    
Title:    

[Form of Notice of Exercise]

[Remainder of page intentionally left blank]

 

-19-

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by a duly authorized officer.

Dated: October 15, 2009

 

WEBSTER FINANCIAL CORPORATION
By:   /s/ James C. Smith
  Name:   James C. Smith
  Title:   Chairman and Chief Executive Officer

 

Attest:
By:   /s/ Harriet Munrett Wolfe
  Name:   Harriet Munrett Wolfe
  Title:  

Executive Vice President,

General Counsel and Secretary

Acknowledged and Agreed:
WARBURG PINCUS PRIVATE EQUITY X, L.P.
By:   Warburg Pincus X L.P., its general partner
By:   Warburg Pincus X LLC, its general partner
By:   Warburg Pincus Partners LLC, its sole member
By:   Warburg Pincus & Co., its managing member
By:   /s/ David Coulter
  Name:   David Coulter
  Title:   Managing Director

 

[Signature Page to Warrant]

[Form Of Notice Of Exercise]

Date:                             

 

TO: Webster Financial Corporation

 

RE: Election to Subscribe for and Purchase Common Stock

The undersigned, pursuant to the provisions set forth in the attached Warrant, hereby agrees to subscribe for and purchase the number of shares of the Common Stock set forth below covered by such Warrant. The undersigned, in accordance with Section 3 of the Warrant, hereby agrees to pay the aggregate Exercise Price for such shares of Common Stock in the manner set forth below. A new warrant evidencing the remaining shares of Common Stock covered by such Warrant, but not yet subscribed for and purchased, should be issued in the name set forth below. If the new warrant is being transferred, an opinion of counsel is attached hereto with respect to the transfer of such warrant.

Number of Shares of Common Stock:                                         

Method of Payment of Exercise Price:                                         

Name and Address of Person to be Issued New Warrant:                                         

 

Holder:     
By:    
Name:    
Title:    

[Form of Notice of Exercise]

These excerpts taken from the WBS 8-K filed Jul 31, 2009.

[Remainder of page intentionally left blank]

 

-19-

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by a duly authorized officer.

Dated: July 27, 2009

 

WEBSTER FINANCIAL CORPORATION
By:   /s/ James C. Smith
  Name:   James C. Smith
  Title:   Chairman and Chief Executive Officer

 

Attest:
By:   /s/ Harriet Munrett Wolfe
  Name:   Harriet Munrett Wolfe
  Title:  

Executive Vice President,

General Counsel and Secretary

Acknowledged and Agreed:
WARBURG PINCUS PRIVATE EQUITY X, L.P.
By:   Warburg Pincus X L.P., its general partner
By:   Warburg Pincus X LLC, its general partner
By:   Warburg Pincus Partners LLC, its sole member
By:   Warburg Pincus & Co., its managing member
By:   /s/ David Coulter
  Name:   David Coulter
  Title:   Managing Director

 

[Signature Page to Warrant]

[Form Of Notice Of Exercise]

Date:                             

 

TO: Webster Financial Corporation

 

RE: Election to Subscribe for and Purchase Common Stock

The undersigned, pursuant to the provisions set forth in the attached Warrant, hereby agrees to subscribe for and purchase the number of shares of the Common Stock set forth below covered by such Warrant. The undersigned, in accordance with Section 3 of the Warrant, hereby agrees to pay the aggregate Exercise Price for such shares of Common Stock in the manner set forth below. A new warrant evidencing the remaining shares of Common Stock covered by such Warrant, but not yet subscribed for and purchased, should be issued in the name set forth below. If the new warrant is being transferred, an opinion of counsel is attached hereto with respect to the transfer of such warrant.

Number of Shares of Common Stock:                                         

Method of Payment of Exercise Price:                                         

Name and Address of Person to be Issued New Warrant:                                         

 

Holder:     
By:    
Name:    
Title:    

[Form of Notice of Exercise]

[Remainder of page intentionally left blank]

 

-19-

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by a duly authorized officer.

Dated: [                            ]

 

WEBSTER FINANCIAL CORPORATION
By:    
  Name:   James C. Smith
  Title:   Chairman and Chief Executive Officer

 

Attest:
By:    
  Name:   Harriet Munrett Wolfe
  Title:  

Executive Vice President,

General Counsel and Secretary

Acknowledged and Agreed:
WARBURG PINCUS PRIVATE EQUITY X, L.P.
By:   Warburg Pincus X L.P., its general partner
By:   Warburg Pincus X LLC, its general partner
By:   Warburg Pincus Partners LLC, its sole member
By:   Warburg Pincus & Co., its managing member
By:    
  Name:  
  Title:  

 

[Signature Page to Warrant]

[Form Of Notice Of Exercise]

Date:                             

 

TO: Webster Financial Corporation

 

RE: Election to Subscribe for and Purchase Common Stock

The undersigned, pursuant to the provisions set forth in the attached Warrant, hereby agrees to subscribe for and purchase the number of shares of the Common Stock set forth below covered by such Warrant. The undersigned, in accordance with Section 3 of the Warrant, hereby agrees to pay the aggregate Exercise Price for such shares of Common Stock in the manner set forth below. A new warrant evidencing the remaining shares of Common Stock covered by such Warrant, but not yet subscribed for and purchased, should be issued in the name set forth below. If the new warrant is being transferred, an opinion of counsel is attached hereto with respect to the transfer of such warrant.

Number of Shares of Common Stock:                                         

Method of Payment of Exercise Price:                                         

Name and Address of Person to be Issued New Warrant:                                         

 

Holder:     
By:    
Name:    
Title:    

[Form of Notice of Exercise]

[Remainder of page intentionally left blank]

 

-19-

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by a duly authorized officer.

Dated: [                            ]

 

WEBSTER FINANCIAL CORPORATION
By:    
  Name:   James C. Smith
  Title:   Chairman and Chief Executive Officer

 

Attest:
By:    
  Name:   Harriet Munrett Wolfe
  Title:  

Executive Vice President,

General Counsel and Secretary

Acknowledged and Agreed:
WARBURG PINCUS PRIVATE EQUITY X, L.P.
By:   Warburg Pincus X L.P., its general partner
By:   Warburg Pincus X LLC, its general partner
By:   Warburg Pincus Partners LLC, its sole member
By:   Warburg Pincus & Co., its managing member
By:    
  Name:  
  Title:  

 

[Signature Page to Warrant]

[Form Of Notice Of Exercise]

Date:                             

 

TO: Webster Financial Corporation

 

RE: Election to Subscribe for and Purchase Common Stock

The undersigned, pursuant to the provisions set forth in the attached Warrant, hereby agrees to subscribe for and purchase the number of shares of the Common Stock set forth below covered by such Warrant. The undersigned, in accordance with Section 3 of the Warrant, hereby agrees to pay the aggregate Exercise Price for such shares of Common Stock in the manner set forth below. A new warrant evidencing the remaining shares of Common Stock covered by such Warrant, but not yet subscribed for and purchased, should be issued in the name set forth below. If the new warrant is being transferred, an opinion of counsel is attached hereto with respect to the transfer of such warrant.

Number of Shares of Common Stock:                                         

Method of Payment of Exercise Price:                                         

Name and Address of Person to be Issued New Warrant:                                         

 

Holder:     
By:    
Name:    
Title:    

[Form of Notice of Exercise]

[Remainder of page intentionally left blank]

 

-19-

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by a duly authorized officer.

Dated: July 27, 2009

 

WEBSTER FINANCIAL CORPORATION
By:   /s/ James C. Smith
  Name:   James C. Smith
  Title:   Chairman and Chief Executive Officer

 

 

Attest:
By:   /s/ Harriet Munrett Wolfe
  Name:   Harriet Munrett Wolfe
  Title:   Executive Vice President, General Counsel and Secretary

 

Acknowledged and Agreed:
WARBURG PINCUS PRIVATE EQUITY X, L.P.
By:   Warburg Pincus X L.P., its general partner
By:   Warburg Pincus X LLC, its general partner
By:   Warburg Pincus Partners LLC, its sole member
By:   Warburg Pincus & Co., its managing member
By:   /s/ David Coulter
  Name:   David Coulter
  Title:   Managing Director

[Signature Page to Warrant]

[Form Of Notice Of Exercise]

Date:                             

 

TO: Webster Financial Corporation

 

RE: Election to Subscribe for and Purchase Common Stock

The undersigned, pursuant to the provisions set forth in the attached Warrant, hereby agrees to subscribe for and purchase the number of shares of the Common Stock set forth below covered by such Warrant. The undersigned, in accordance with Section 3 of the Warrant, hereby agrees to pay the aggregate Exercise Price for such shares of Common Stock in the manner set forth below. A new warrant evidencing the remaining shares of Common Stock covered by such Warrant, but not yet subscribed for and purchased, should be issued in the name set forth below. If the new warrant is being transferred, an opinion of counsel is attached hereto with respect to the transfer of such warrant.

Number of Shares of Common Stock:                                         

Method of Payment of Exercise Price:                                         

Name and Address of Person to be Issued New Warrant:                                         

 

Holder:    
By:    
Name:    
Title:    

[Form of Notice of Exercise]

EXCERPTS ON THIS PAGE:

DEF 14A
Oct 27, 2009
DEFA14A (2 sections)
Oct 21, 2009
8-K (2 sections)
Oct 21, 2009
8-K (4 sections)
Jul 31, 2009

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