in a share of 6.40% Series E Non-Cumulative Perpetual Preferred Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 4th, 2012 • Webster Financial Corp • National commercial banks • New York
Webster Financial Corporation, a Delaware corporation (the “Company”), proposes to sell 4,400,000 Depositary Shares (“Depositary Shares”), each representing 1/1,000th of a share of its 6.40% Series E Non-Cumulative Perpetual Preferred Stock, par value $0.01 per share and a liquidation preference of $25,000 per share (each, an “Underlying Preferred Share”) (the “Firm Stock”). In addition, the Company proposes to grant to the underwriters (the “Underwriters”) named in Schedule 1 attached to this agreement (the “Agreement”) an option to purchase (but solely to cover sales of Depositary Shares in excess of the number of Firm Stock) up to 660,000 additional Depositary Shares on the terms set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This Agreement is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.
