0000950123-07-008958 Sample Contracts

Contract
Replacement Capital Covenant • June 20th, 2007 • Webster Financial Corp • National commercial banks

Replacement Capital Covenant, dated as of June 20, 2007 (this “Replacement Capital Covenant”), by Webster Financial Corporation, a Delaware corporation (together with its successors and assigns, the “Corporation”), in favor of and for the benefit of each Covered Debtholder (as defined below).

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GUARANTEE AGREEMENT by and between WEBSTER FINANCIAL CORPORATION, as Guarantor and THE BANK OF NEW YORK, as Guarantee Trustee relating to WEBSTER CAPITAL TRUST IV Dated as of June 20, 2007
Guarantee Agreement • June 20th, 2007 • Webster Financial Corp • National commercial banks • New York

* This Cross-Reference Table does not constitute part of the Guarantee Agreement and shall not affect the interpretation of any of its terms or provisions.

AMENDED AND RESTATED TRUST AGREEMENT among WEBSTER FINANCIAL CORPORATION, as Sponsor THE BANK OF NEW YORK, as Property Trustee THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN Dated as of June 20, 2007...
Trust Agreement • June 20th, 2007 • Webster Financial Corp • National commercial banks • Delaware

AMENDED AND RESTATED TRUST AGREEMENT, dated as of June 20, 2007 among WEBSTER FINANCIAL CORPORATION, a Delaware corporation (including any successors or assigns, the “Sponsor”), THE BANK OF NEW YORK, as property trustee (in such capacity, the “Property Trustee”), THE BANK OF NEW YORK (DELAWARE), as Delaware trustee (in such capacity, the “Delaware Trustee”), Gerald P. Plush, an individual, R. David Rosato, an individual, and Gregory S. Madar, an individual, each of whose address is c/o Webster Financial Corporation, Webster Plaza, 145 Bank Street, Waterbury, Connecticut 06702 (each an “Administrative Trustee” and collectively the “Administrative Trustees”) (the Property Trustee, the Delaware Trustee and the Administrative Trustees being referred to collectively as the “Issuer Trustees”), and the several Holders, as hereinafter defined.

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