Webster Financial Corp – ‘8-K’ for 11/4/96 – EX-7

As of:  Monday, 11/25/96   ·   For:  11/4/96   ·   Accession #:  1005150-96-430   ·   File #:  0-15213

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         3     10K 
 2: EX-7        Opinion re: Liquidation Preference                     2     11K 

EX-7   —   Opinion re: Liquidation Preference
Exhibit Table of Contents

EX-7
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                                                                       Exhibit 7

 AMENDMENT NO. 1 TO RIGHTS AGREEMENT

                  THIS AMENDMENT NO. 1 to the Rights Agreement (the "Agreement")
dated as of February 5, 1996 by and between Webster  Financial  Corporation (the
"Company") and ChaseMellon  Shareholder  Services,  L.L.C.  ("Chase") is entered
into as of  November 4, 1996 by and  between  the  Company  and  American  Stock
Transfer & Trust Company ("AST").                                               

                  WHEREAS, the Company has appointed AST as the successor Rights
Agent under the Agreement; and                                                  

                  WHEREAS,  Section 21 of the Agreement  currently provides that
any successor  Rights Agent shall have "at the time of its appointment as Rights
Agent a combined capital and surplus of at least  $100,000,000," and the Company
has waived such requirement with respect to AST;                                

                  NOW, THEREFORE, in consideration of the foregoing and of other
good and valuable consideration,  the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:                              

                 1.   Unless the  context otherwise indicates,  terms  used in
this Amendment without  definition shall have the respective  meanings set forth
in the Agreement.                                                               

                  2.   Section 21 of the Agreement is hereby amended by deleting
the  words  "a  combined  capital  and  surplus  of at least  $100,000,000"  and
replacing  it with  the  words  "a  combined  capital  and  surplus  of at least
$10,000,000."                                                                   

                  3.   All    references  in   the   Agreement  to  "ChaseMellon
Shareholder  Services,  L.L.C."  shall be deemed to be  references  to "American
Stock Transfer & Trust Company."                                                

                  4.   Section 26 of the Agreement is hereby amended by deleting
the address of the Rights Agent and replacing it with the following:            

             American Stock Transfer & Trust Company
40 Wall Street            
New York, NY  10005       

      Attention:  Shareholder Services

EX-7
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                  5.   Except as otherwise  specifically  provided  herein,  all
terms,  provisions,  covenants,  representations,  warranties,  agreements,  and
conditions of the Agreement shall remain unchanged and in full force and effect.

                  6.   Each reference  to  the  terms   "Agreement,"   "hereof,"
"hereunder," and words of similar import contained in the Agreement shall,  upon
execution of this  Amendment be deemed to be a reference  to the  Agreement,  as
amended  by this  Amendment,  and each such  reference  in all  other  documents
related  thereto  shall be deemed to be a reference to the  Agreement as amended
hereby;                                                                         

                  7.   To facilitate execution,  this Amendment may be  executed
in  counterparts,  and it shall not be necessary  that the  signatures of, or on
behalf of, each party,  or that the  signatures of all persons  required to bind
any  party,  appear on each  counterpart;  but it shall be  sufficient  that the
signatures of, or on behalf of each party, or that the signatures of the persons
required  to bind any  party,  appear  on one or more of the  counterparts.  All
counterparts shall collectively constitute a single agreement,  and it shall not
be necessary  in making  proof of this  Amendment to produce or account for more
than a number of  counterparts  containing the respective  signatures,  of or on
behalf of, all of the parties hereto.                                           

                  IN WITNESS  WHEREOF,  each of the  undersigned has caused this
Amendment No. 1 to Rights  Agreement to be executed on its behalf as of the date
set forth above.                                                                

                                                 WEBSTER FINANCIAL CORPORATION
Attest:                                                                         

By   /s/ Lee A. Gagnon                             By  /s/ James C. Smith       
  -----------------                                 ----------------------
 Name:  Lee A. Gagnon                              Name:  James C. Smith
      Title: Secretary                                 Title: Chairman and Chief
                                                             Executive Officer

Attest:                                            AMERICAN  STOCK  TRANSFER   &
                                             TRUST COMPANY

By   /s/ Susan Silber                              By  /s/ Herbert J. Lemmer    
 ----------------                                  ---------------------
    Name:  Susan Silber                               Name:  Herbert J. Lemmer
 Title: Assistant Secretary                        Title: Vice President

Dates Referenced Herein

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		11/25/96							None on these Dates
For Period End:		11/4/96		1
		2/5/96		1
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