0001193125-08-131901 Sample Contracts

225,000 Shares 8.50% Series A Non-Cumulative Perpetual Convertible Preferred Stock WEBSTER FINANCIAL CORPORATION Underwriting Agreement
Underwriting Agreement • June 11th, 2008 • Webster Financial Corp • National commercial banks • New York

• if the stock price is between two stock price amounts on the table or the effective date is between two dates on the table, the number of make-whole shares will be determined by straight-line interpolation between the number of make-whole shares set forth for the higher and lower stock price amounts and the two dates, as applicable, based on a 365-day year;

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