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 10017Warburg Pincus Private Equity X, L.P. • December 29th, 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
