WBS » Topics » INDEX

This excerpt taken from the WBS 8-K filed Dec 11, 2009.

EXHIBIT INDEX

Exhibit No.

 

Description

3.1

 

Certificate of Amendment to Second Amended and Restated Articles of Incorporation

99.1

 

Press Release dated December 10, 2009

 


This excerpt taken from the WBS 8-K filed Oct 23, 2009.

EXHIBIT INDEX

 

Exhibit No.

 

Description

99.1

  Press release dated October 23, 2009.
This excerpt taken from the WBS DEFA14A filed Oct 23, 2009.

EXHIBIT INDEX

 

Exhibit No.

 

Description

99.1

  Press release dated October 23, 2009.
This excerpt taken from the WBS 8-K filed Oct 22, 2009.

EXHIBIT INDEX

 

Exhibit
Number

  

Description

99.1    Press release dated October 22, 2009
This excerpt taken from the WBS 8-K filed Oct 21, 2009.

EXHIBIT INDEX

 

Exhibit No.

  

Description

  3.1    Certificate of Designations of Perpetual Participating Preferred Stock, Series C of Webster Financial Corporation (filed as Exhibit 3.1 to Webster’s Current Report on Form 8-K filed with the SEC on July 31, 2009 and incorporated herein by reference).
  3.2    Certificate of Designations of Non-Voting Perpetual Participating Preferred Stock, Series D of Webster Financial Corporation (filed as Exhibit 3.2 to Webster’s Current Report on Form 8-K filed with the SEC on July 31, 2009 and incorporated herein by reference).
  4.1    A Warrant, Series 2.*
  4.2    B Warrant, Series 2.*
10.1    Investment Agreement, dated as of July 27, 2009, by and between Webster Financial Corporation and Warburg Pincus Private Equity X, L.P. (filed as Exhibit 10.1 to Webster’s Current Report on Form 8-K filed with the SEC on July 31, 2009 and incorporated herein by reference).

 

* Filed herewith.
This excerpt taken from the WBS DEFA14A filed Oct 21, 2009.

EXHIBIT INDEX

 

Exhibit No.

  

Description

  3.1    Certificate of Designations of Perpetual Participating Preferred Stock, Series C of Webster Financial Corporation (filed as Exhibit 3.1 to Webster’s Current Report on Form 8-K filed with the SEC on July 31, 2009 and incorporated herein by reference).
  3.2    Certificate of Designations of Non-Voting Perpetual Participating Preferred Stock, Series D of Webster Financial Corporation (filed as Exhibit 3.2 to Webster’s Current Report on Form 8-K filed with the SEC on July 31, 2009 and incorporated herein by reference).
  4.1    A Warrant, Series 2.*
  4.2    B Warrant, Series 2.*
10.1    Investment Agreement, dated as of July 27, 2009, by and between Webster Financial Corporation and Warburg Pincus Private Equity X, L.P. (filed as Exhibit 10.1 to Webster’s Current Report on Form 8-K filed with the SEC on July 31, 2009 and incorporated herein by reference).

 

* Filed herewith.
This excerpt taken from the WBS 8-K filed Jul 31, 2009.

EXHIBIT INDEX

 

Exhibit No.

 

Description

  3.1   Certificate of Designations of Perpetual Participating Preferred Stock, Series C of Webster Financial Corporation.
  3.2   Certificate of Designations of Non-Voting Perpetual Participating Preferred Stock, Series D of Webster Financial Corporation.
  3.3   Amendment to Article III of the Webster Financial Corporation Bylaws.
  4.1   A Warrant, Series 1.
  4.2   B Warrant, Series 1.
  4.3   Form of A Warrant, Series 2.
  4.4   Form of B Warrant, Series 2.
10.1   Investment Agreement, dated as of July 27, 2009, by and between Webster Financial Corporation and Warburg Pincus Private Equity X, L.P. *

 

* Schedules and attachments have been omitted but will be provided to the Commission upon request.
This excerpt taken from the WBS 8-K filed Jul 27, 2009.

EXHIBIT INDEX

 

Exhibit No.

 

Description

99.1   Press release dated July 27, 2009.
99.2   Investor presentation dated July 27, 2009.
This excerpt taken from the WBS 8-K filed May 28, 2009.

EXHIBIT INDEX

 

Exhibit No.

  

Description

  5.1    Opinion of Hogan & Hartson LLP regarding legality of securities being offered.
23.1    Consent of Hogan & Hartson LLP (included in Exhibit 5.1).

 

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This excerpt taken from the WBS 8-K filed May 28, 2009.

EXHIBIT INDEX

 

Exhibit No.

 

Description

12.1   Computation of Earnings to Fixed Charges and Preferred Stock Dividends.
99.1   Press release dated May 28, 2009.
This excerpt taken from the WBS 8-K filed Apr 21, 2009.

EXHIBIT INDEX

 

Exhibit
Number

  

Description

99.1    Press release dated April 21, 2009

 

This excerpt taken from the WBS 8-K filed Mar 19, 2009.

EXHIBIT INDEX

 

Exhibit No.

 

Description

99.1   Press release dated March 19, 2009.

 

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This excerpt taken from the WBS 8-K filed Mar 10, 2009.

EXHIBIT INDEX

 

Exhibit No.

 

Description

99.1   Press release dated March 10, 2009.

 

- 4 -

This excerpt taken from the WBS 8-K filed Mar 6, 2009.

EXHIBIT INDEX

 

Exhibit No.

  

Description

16.1

   Letter dated March 5, 2009 to the SEC from KPMG LLP.

 

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These excerpts taken from the WBS 10-K filed Mar 2, 2009.

EXHIBIT INDEX

 

Exhibit No.

  

Exhibit Description

3    Certificate of Incorporation and Bylaws.
3.1    Second Restated Certificate of Incorporation (filed as Exhibit 3.1 to the Corporation’s Annual Report on Form 10-K filed with the SEC on March 29, 2000 and incorporated herein by reference).
3.2    Certificate of Amendment (filed as Exhibit 3.2 to the Corporation’s Annual Report on Form 10-K filed with the SEC on March 29, 2000 and incorporated herein by reference).
3.3    Certificate of Elimination Relating to the Corporation’s Series C Participating Preferred Stock (filed as Exhibit 3.1 to the Corporation’s Current Report on Form 8-K filed with the SEC on February 9, 2006 and incorporated herein by reference).
3.4    Certificate of Designations establishing the rights of the Corporation’s 8.50% Series A Non-Cumulative Perpetual Convertible Preferred Stock (filed as Exhibit 3.1 to the Corporation’s Current Report on Form 8-K filed with the SEC on June 11, 2008 and incorporated herein by reference).
3.5    Certificate of Designations establishing the rights of the Corporation’s Fixed Rate Cumulative Perpetual Preferred Stock, Series B (filed as Exhibit 3.1 to the Corporation’s Current Report on Form 8-K filed with the SEC on November 24, 2008 and incorporated herein by reference).
3.6    Bylaws, as amended effective December 18, 2007 (filed as Exhibit 3.1 to the Corporation’s Current Report on Form 8-K filed with the SEC on December 19, 2007 and incorporated herein by reference).
4    Instruments Defining the Rights of Security Holders.
4.1    Specimen common stock certificate (filed as Exhibit 4.1 to the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2005 filed with the SEC on March 10, 2006 and incorporated herein by reference).
4.2    Specimen stock certificate for the Corporation’s 8.50% Series A Non-Cumulative Perpetual Convertible Preferred Stock (filed as Exhibit 4.1 to the Corporation’s Current Report on Form 8-K filed with the SEC on November 24, 2008 and incorporated herein by reference).
4.3    Form of specimen stock certificate for the Corporation’s Fixed Rate Cumulative Perpetual Preferred Stock, Series B (filed as Exhibit 4.1 to the Corporation’s Current Report on Form 8-K filed with the SEC on November 24, 2008 and incorporated herein by reference).
4.4    Junior Subordinated Indenture, dated as of January 29, 1997, between the Corporation and The Bank of New York, as trustee, relating to the Corporation’s Junior Subordinated Deferrable Interest Debentures (filed as Exhibit 10.41 to the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 1996 and incorporated herein by reference).
4.5    Senior Indenture, dated as of April 12, 2004, between the Corporation and The Bank of New York, as trustee, (filed as Exhibit 4.1 to the Corporation’s Current Report on Form 8-K filed with the SEC on April 12, 2004, and incorporated herein by reference).
4.6    Supplemental Indenture, dated as of April 12, 2004, between the Corporation and The Bank of New York, as trustee, relating to the Corporation’s 5.125% Senior Notes due April 15, 2014 (filed as Exhibit 4.2 to the Corporation’s Current Report on Form 8-K filed with the SEC on April 12, 2004, and incorporated herein by reference).

 

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Table of Contents

EXHIBIT INDEX

 

Exhibit No.

  

Exhibit Description

4.7    Junior Subordinated Indenture, dated as of June 20, 2007, between the Corporation and The Bank of New York, as Trustee (filed as Exhibit 4.1 to the Corporation’s Current Report on Form 8-K filed with the SEC on June 20, 2007 and incorporated herein by reference).
4.8    First Supplemental Indenture, dated as of June 20, 2007, between the Corporation and The Bank of New York, as Trustee (filed as Exhibit 4.2 to the Corporation’s Current Report on Form 8-K filed with the SEC on June 20, 2007 and incorporated herein by reference).
4.9    Amended and Restated Trust Agreement, dated as of June 20, 2007, by and among the Corporation, The Bank of New York, as Property Trustee, The Bank of New York (Delaware Trustee and the Administrative Trustees named therein (filed as Exhibit 4.3 to the Corporation’s Current Report on Form 8-K filed with the SEC on June 20, 2007 and incorporated herein by reference).
4.10    Guarantee Agreement, dated as of June 20, 2007, between the Corporation and The Bank of New York, as Guarantee Trustee (filed as Exhibit 4.6 to the Corporation’s Current Report on Form 8-K filed with the SEC on June 20, 2007 and incorporated herein by reference).
4.11    Replacement Capital Covenant, dated as of June 20, 2007 (filed as Exhibit 99.1 to the Corporation’s Current Report on Form 8-K filed with the SEC on June 20, 2007 and incorporated herein by reference.
4.12    Warrant to purchase shares of Corporation common stock (filed as Exhibit 4.2 to the Corporation’s Current Report on Form 8-K filed with the SEC on November 24, 2008 and incorporated herein by reference).
10    Material Contracts
10.1    Mechanics Savings Bank 1996 Officer Stock Plan (filed as Exhibit 10.1 of MECH Financial, Inc.’s Annual Report on Form 10-K for the year ended December 31, 1997 and incorporated herein by reference).
10.2    Amendment No. 1 to Mechanics Savings Bank 1996 Officer Stock Option Plan (filed as Exhibit 4.1 (b) of MECH Financial Inc.’s Registration Statement on Form S-8 as filed with the SEC on April 2, 1998 and incorporated herein by reference).
10.3    Mechanics Savings Bank 1996 Director Stock Option Plan (filed as Exhibit 10.2 of MECH Financial, Inc.’s Annual Report on Form 10-K filed with the SEC on March 30, 1998 and incorporated herein by reference).
10.4    Amendment No. 1 to Mechanics Savings Bank 1996 Director Stock Option Plan (filed as Exhibit 4.2 (b) of MECH Financial, Inc.’s Registration Statement on Form S-8 as filed with the SEC on April 2, 1998 and incorporated herein by reference).
10.5    New England Community Bancorp, Inc., 1997 Non-Officer’s Directors’ Stock Option Plan (filed as Exhibit 4.1 of New England Community Bancorp, Inc.’s Registration Statement on Form S-8 as filed with the SEC on October 6, 1998 and incorporated herein by reference).
10.6    Amended and Restated 1992 Stock Option Plan (filed as Annex A to the Corporation’s definitive proxy materials for the Corporation’s 2007 Annual Meeting of Shareholders and incorporated herein by reference).
10.7    Amended and Restated Deferred Compensation Plan for Directors and Officers of Webster Bank effective January 1, 2005 (filed as Exhibit 10.2 to the Corporation’s Current Report on Form 8-K filed with the SEC on December 31, 2007 and incorporated herein by reference).

 

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Table of Contents

EXHIBIT INDEX

 

Exhibit No.

  

Exhibit Description

10.8    2001 Directors Retainer Fees Plan (filed as Exhibit A to the Corporation’s Definitive Proxy Statement filed with the SEC on March 21, 2001 and incorporated herein by reference).
10.9    Supplemental Retirement Plan for Employees of Webster Bank, as amended and restated effective January 1, 2005 (filed as Exhibit 10.1 to the Corporation’s Current Report on Form 8-K with the SEC on December 21, 2007 and incorporated herein by reference).
10.10    Qualified Performance-Based Compensation Plan (filed as Exhibit A to the Corporation’s definitive proxy materials for the Corporation’s 2008 Annual Meeting of Shareholders and incorporated herein by reference).
10.11    Employee Stock Purchase Plan (filed as Appendix A to Webster’s Definitive Proxy Statement filed with the SEC on March 23, 2000 and incorporated herein by reference).
10.12    Change of Control Agreement, dated as of January 1, 2008, by and between Webster Financial Corporation and James C. Smith (filed as Exhibit 10.12 to the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2007 filed with the SEC on February 28, 2008 and incorporated herein by reference).
10.13    Change of Control Agreement, dated as of January 1, 2008, by and between Webster Financial Corporation and William T. Bromage (filed as Exhibit 10.13 to the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2007 filed with the SEC on February 28, 2008 and incorporated herein by reference).
10.14    Change of Control Agreement, dated as of January 1, 2008, by and between Webster Financial Corporation and Joseph J. Savage (filed as Exhibit 10.14 to the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2007 filed with the SEC on February 28, 2008 and incorporated herein by reference).
10.15    Change of Control Agreement, dated as of January 1, 2008, by and between Webster Financial Corporation and Gerald P. Plush (filed as Exhibit 10.15 to the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2007 filed with the SEC on February 28, 2008 and incorporated herein by reference).
10.16    Change of Control Agreement, dated as of January 1, 2008, by and between Webster Financial Corporation and Jeffrey N. Brown (filed as Exhibit 10.16 to the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2007 filed with the SEC on February 28, 2008 and incorporated herein by reference).
10.17    Change of Control Agreement, dated as of January 1, 2008, by and between Webster Financial Corporation and Harriet Munrett Wolfe (filed as Exhibit 10.17 to the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2007 filed with the SEC on February 28, 2008 and incorporated herein by reference).
10.18    Change of Control Agreement, dated as of January 1, 2008, by and between Webster Financial Corporation and Scott M. McBrair (filed as Exhibit 10.18 to the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2007 filed with the SEC on February 28, 2008 and incorporated herein by reference).
10.19    Form of Non-Competition Agreement, dated as of January 31, 2005, by and between Webster Financial Corporation and the following executives: James C. Smith, William T. Bromage, William J. Healy, Joseph J. Savage, and Jeffrey N. Brown (filed as Exhibit 10.2 to the Corporation’s Current Report on Form 8-K filed with the SEC on February 4, 2005 and incorporated herein by reference).

 

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Table of Contents

EXHIBIT INDEX

 

Exhibit No.

  

Exhibit Description

10.20    Form of Non-Competition Agreement, dated as of April 21, 2005, by and between Webster Financial Corporation and Scott McBrair (filed as Exhibit 10.2 to the Corporation’s Current Report on Form 8-K filed with the SEC on April 26, 2005 and incorporated herein by reference).
10.21    Non-Competition Agreement, dated as of July 5, 2006, by and between Webster Financial Corporation and Gerald P. Plush (filed as Exhibit 10.1 to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 with the SEC on August 4, 2006 and incorporated herein by reference).
10.22    Separation Agreement and General Release, dated as of April 24, 2008, by and among Webster Financial Corporation, Webster Bank, National Association and William T. Bromage (filed as Exhibit 10.1 to the Corporation’s Current Report on Form 8-K filed with the SEC on April 25, 2008 and incorporated herein by reference).
10.23    Employment Separation Agreement, dated as of January 20, 2009, by and between Webster Financial Corporation, Webster Bank, National Association and Scott M. McBrair (filed as Exhibit 10.1 to the Corporation’s Current Report on Form 8-K filed with the SEC on January 22, 2009 and incorporated herein by reference).
10.24    Letter Agreement, dated as of November 21, 2008, between Webster Financial Corporation and the United States Department of the Treasury, and the Securities Purchase Agreement — Standard Terms attached thereto (filed as Exhibit 10.1 to the Corporation’s Current Report on Form 8-K filed with SEC on November 24, 2008 and incorporated herein by reference).
10.25    Description of Arrangement for Directors Fees.
21    Subsidiaries.
23    Consent of KPMG LLP.
31.1    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by the Chief Executive Officer.
31.2    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by the Chief Financial Officer.
32.1    Written statement pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by the Chief Executive Officer.
32.2    Written statement pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by the Chief Financial Officer.

 

Note: Exhibit numbers 10.1 — 10.23 and 10.25 are management contracts or compensatory plans or arrangements in which directors or executive officers are eligible to participate.

 

143

This excerpt taken from the WBS 8-K filed Jan 23, 2009.

EXHIBIT INDEX

 

Exhibit

Number

 

Description

99.1   Press release dated January 23, 2009
This excerpt taken from the WBS 8-K filed Dec 4, 2008.

EXHIBIT INDEX

 

Item 9.01. Financial Statements and Exhibits.

(a) Not Applicable.

(b) Not Applicable.

(c) Not Applicable.

(d) Exhibits.

 

Exhibit No.

 

Description

  5.1   Opinion of Hogan & Hartson LLP regarding legality of securities being registered.
23.1   Consent of Hogan & Hartson LLP (included in Exhibit 5.1).

 

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This excerpt taken from the WBS 10-Q filed Nov 7, 2008.

INDEX

 

     Page No.

PART I – FINANCIAL INFORMATION

  
   Item 1.   

Interim Financial Statements (unaudited)

  
     

Consolidated Balance Sheets at September 30, 2008 and December 31, 2007

   3
     

Consolidated Statements of Operations for the three and nine months ended September 30, 2008 and 2007

   4
     

Consolidated Statements of Shareholders’ Equity and Comprehensive Income for the three and nine months ended September 30, 2008 and 2007

   5
     

Consolidated Statements of Cash Flows for the nine months ended September 30, 2008 and 2007

   6
     

Notes to Consolidated Interim Financial Statements

   8
   Item 2.   

Management’s Discussion and Analysis of Financial Condition and Results of Operations

   30
   Item 3.   

Quantitative and Qualitative Disclosures about Market Risk

   52
   Item 4.   

Controls and Procedures

   52

PART II - OTHER INFORMATION

  
   Item 1.   

Legal Proceedings

   53
   Item 1A.   

Risk Factors

   53
   Item 2.   

Unregistered Sales of Equity Securities and Use of Proceeds

   54
   Item 3.   

Defaults upon Senior Securities

   54
   Item 4.   

Submission of Matters to a Vote of Security Holders

   54
   Item 5.   

Other Information

   54
   Item 6.   

Exhibits

   55

SIGNATURES

   56

EXHIBIT INDEX

   57

 

2


Table of Contents
ITEM 1. INTERIM FINANCIAL STATEMENTS
This excerpt taken from the WBS 8-K filed Nov 7, 2008.

EXHIBIT INDEX

 

Exhibit

Number

 

Description

99.1   Press release dated November 7, 2008
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