6,630,000 shares WEBSTER FINANCIAL CORPORATION Common Stock, par value $.01 UNDERWRITING AGREEMENTUnderwriting Agreement • December 22nd, 2010 • Webster Financial Corp • National commercial banks • New York
Webster Financial Corporation, a Delaware corporation (the “Company”), proposes to sell 6,630,000 shares (the “Firm Stock”) of the Company’s common stock, par value $.01 per share (the “Common Stock”). The Firm Stock is hereinafter collectively called the “Stock.” This agreement (this “Agreement”) is to confirm the agreement concerning the purchase of the Stock from the Company by Barclays Capital Inc. (the “Underwriter”).
Warburg Pincus Private Equity X, L.P. 450 Lexington Avenue New York, New York 10017 Warburg Pincus X Partners, L.P. 450 Lexington Avenue New York, New York 10017Webster Financial Corp • December 22nd, 2010 • National commercial banks • New York
Reference is hereby made to (i) the Investment Agreement, dated as of July 27, 2009 (the “Investment Agreement”), between Webster Financial Corporation, a Delaware corporation (the “Company”) and Warburg Pincus Private Equity X, L.P., a Delaware limited partnership (“WP Private Equity X”); (ii) the Letter Agreement, dated as of October 15, 2009, among the Company, WP Private Equity X and Warburg Pincus X Partners, L.P. (“WP X Partners,” and together with WP Private Equity X, “WP X”); (iii) the notice given by the Company to WP X, dated as of December 3, 2010, notifying WP X of its gross-up right under Section 4.3 of the Investment Agreement (the “Gross-up Right”) in connection with a proposed public offering (the “Offering”) by the Company of 6,630,000 shares of its common stock, par value $0.01 per share (“Common Stock”) for $18.00 per share of Common Stock (the “Offering Price”) payable on December 27, 2010; and (iv) the notice given by WP X, dated as of December 6, 2010, notifying t
