WEBSTER FINANCIAL CORPORATION (a Delaware corporation)Purchase Agreement • April 12th, 2004 • Webster Financial Corp • Savings institution, federally chartered • New York
Webster Financial Corporation, a Delaware corporation (the “Company”), confirms its agreement with Sandler O’Neill & Partners, L.P. (“Sandler O’Neill”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Sandler O’Neill is acting as representative (in such capacity, the “Representative”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $150,000,000 aggregate principal amount of the Company’s 5.125% Senior Notes due April 15, 2014 (the “Securities”). The Securities are to be issued pursuant to an Indenture, dated as of April 12, 2004, as supplemented by a Supplemental Indenture thereto relating to the Securities, dated as of April 12, 2004 (collectively, the “Indenture”), between the Company
SUPPLEMENTAL INDENTURE Dated as of April 12, 2004Supplemental Indenture • April 12th, 2004 • Webster Financial Corp • Savings institution, federally chartered • New York
SUPPLEMENTAL INDENTURE, dated as of April 12, 2004, by and between WEBSTER FINANCIAL CORPORATION, a Delaware corporation (hereinafter called the “Company”), having its principal executive office located at Webster Plaza, Waterbury, Connecticut 06702 and THE BANK OF NEW YORK, a New York banking corporation (hereafter called the “Trustee”), having a Corporate Trust Office at 101 Barclay Street, New York, New York 10286, as Trustee under the Indenture (as hereinafter defined).
FORM OF NOTEForm of Note • April 12th, 2004 • Webster Financial Corp • Savings institution, federally chartered
THIS NOTE IS A SECURITY IN GLOBAL FORM (“GLOBAL SECURITY”) WITHIN THE MEANING OF SECTION 203 OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITORY”) OR A NOMINEE OF THE DEPOSITORY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS NOTE FOR ALL PURPOSES.
