8,744,850 shares WEBSTER FINANCIAL CORPORATION Common Stock, par value $0.01 UNDERWRITING AGREEMENTUnderwriting Agreement • May 13th, 2013 • Webster Financial Corp • National commercial banks • New York
Warburg Pincus Private Equity X, L.P., a Delaware limited partnership (“WP X”), and Warburg Pincus X Partners, a Delaware limited partnership (“WP Partners,” and together with WP X, “Warburg Pincus”) propose to sell, respectively, the amount of shares (collectively, the “Stock”) of common stock, par value $0.01 per share (the “Common Stock”) of Webster Financial Corporation, a Delaware corporation (the “Company”) set forth opposite its name in Schedule 1B hereto. This agreement (this “Agreement”) is to confirm the agreement concerning the purchase of the Stock from WP X and WP Partners severally by J.P. Morgan Securities LLC and Deutsche Bank Securities Inc. (each, an “Underwriter” and together, the “Underwriters”).
