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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

     
x   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  For the quarter ended March 31, 2005

OR

     
o   Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  For the transition period from                      to                     
     
  Commission File Number: 0-23513

WEBSTER PREFERRED CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)
     
Connecticut   06-1478208
(State or other jurisdiction of   (I. R. S. Employer
incorporation or organization)   Identification Number)
     
145 Bank Street, Waterbury, Connecticut   06702
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (203) 465-4329

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  X       No      .

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes      No X       .

The number of shares outstanding of each of the registrant’s classes of common stock, as of April 30, 2005 is: 100 shares.

 
 

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WEBSTER PREFERRED CAPITAL CORPORATION

INDEX

         
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    5  
 
       
    6  
 
       
    9  
 
       
    13  
 
       
    14  
 
       
    14  
 
       
    16  
 
       
EXHIBITS
    17  
 EX-31.1: CERTIFICATION
 EX-31.2: CERTIFICATION
 EX-32.1: CERTIFICATION
 EX-32.2: CERTIFICATION

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WEBSTER PREFERRED CAPITAL CORPORATION

Item 1. Interim Financial Statements

STATEMENTS OF CONDITION
(unaudited)

                 
(Dollars in thousands, except share and per share data)   March 31, 2005     December 31, 2004  
 
Assets
               
 
               
Cash
  $ 1,378       10,325  
Interest-bearing deposits
    67,500       29,000  
Mortgage-backed securities available for sale, at fair value (Note 2)
    19,608       20,709  
Residential mortgage loans, net (Note 3)
    452,394       475,879  
Accrued interest receivable
    245       280  
Prepaid expenses and other assets
    1,647       1,153  
 
Total assets
  $ 542,772       537,346  
 
 
               
Liabilities and Shareholders’ Equity
               
 
               
Accrued dividends payable
  $ 180       180  
Accrued expenses and other liabilities
    51       6  
 
Total liabilities
    231       186  
 
 
               
Shareholders’ Equity
               
 
               
Series B 8.625% cumulative redeemable preferred stock,
liquidation preference $10 per share; par value $1.00 per share:
               
1,000,000 shares authorized, issued and outstanding
    1,000       1,000  
Common stock, par value $.01 per share:
               
Authorized — 1,000 shares
               
Issued and outstanding - 100 shares
    1       1  
Paid-in capital
    538,799       538,799  
Retained earnings (distributions in excess of accumulated earnings)
    3,037       (2,661 )
Accumulated other comprehensive (loss) income
    (296 )     21  
 
Total shareholders’ equity
    542,541       537,160  
 
Total liabilities and shareholders’ equity
  $ 542,772       537,346  
 

See accompanying notes to interim financial statements.

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WEBSTER PREFERRED CAPITAL CORPORATION

STATEMENTS OF INCOME
(unaudited)

                 
    Three Months Ended
March 31,
 
(Dollars in thousands, except per share data)   2005     2004  
 
Interest income:
               
Loans (Note 4)
  $ 6,147       5,656  
Securities and short-term investments
    523       746  
 
Total interest income
    6,670       6,402  
 
 
               
 
               
Noninterest expense:
               
Advisory fee to parent
    49       49  
Other
    8       71  
 
Total noninterest expense
    57       120  
 
Net income
    6,613       6,282  
Preferred stock dividends
    216       216  
 
 
               
Net income available to common shareholder
  $ 6,397       6,066  
 
 
               
Net income per common share:
               
Basic and diluted
  $ 63,970       60,660  

STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)

                 
    Three Months Ended
March 31,
 
(In thousands)   2005     2004  
 
 
               
Net income
  $ 6,613       6,282  
 
               
Other comprehensive (loss) income:
               
Unrealized net holding (loss) gain on securities available for sale arising during the period
    (317 )     164  
 
Comprehensive income
  $ 6,296       6,446  
 

See accompanying notes to interim financial statements.

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WEBSTER PREFERRED CAPITAL CORPORATION

STATEMENTS OF CASH FLOWS
(unaudited)

                 
    Three Months Ended March 31,  
(In thousands)   2005     2004  
 
Cash flow from operating activities:
               
Net income
  $ 6,613       6,282  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Net amortization and accretion
    232       112  
Decrease in accrued interest receivable
    35       116  
Increase in accrued liabilities
    45       10  
(Increase) decrease in prepaid expenses and other assets
    (494 )     431  
 
Net cash provided by operating activities
    6,431       6,951  
 
 
               
Cash flow from investing activities:
               
Principal repayments on mortgage-backed securities
    767       3,258  
Principal repayments of loans
    23,270       17,442  
Increase in short-term investments
    (38,500 )     (37,500 )
 
Net cash used by investing activities
    (14,463 )     (16,800 )
 
               
Cash flow from financing activities:
               
Dividends paid on common and preferred stock
    (915 )     (1,021 )
 
Decrease in cash and cash equivalents
    (8,947 )     (10,870 )
Cash and cash equivalents at beginning of period
    10,325       11,976  
 
Cash and cash equivalents at end of period
  $ 1,378       1,106  
 

See accompanying notes to interim financial statements.

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WEBSTER PREFERRED CAPITAL CORPORATION

NOTES TO INTERIM FINANCIAL STATEMENTS


NOTE 1: BASIS OF PRESENTATION

The accompanying interim financial statements represent the accounts of Webster Preferred Capital Corporation (the “Company” or “WPCC”) and have been prepared in conformity with U.S. generally accepted accounting principles. The statements include all adjustments which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. All adjustments were of a normal recurring nature. The results of operations for interim periods are not necessarily indicative of the results which may be expected for the year as a whole. These interim financial statements should be read in conjunction with the financial statements and notes thereto included in WPCC’s 2004 Annual Report on Form 10-K.

NOTE 2: MORTGAGE-BACKED SECURITIES AVAILABLE FOR SALE

The following table sets forth certain information regarding the mortgage-backed securities:

                                 
            Gross     Gross        
    Amortized     Unrealized     Unrealized     Estimated  
(In thousands)   Cost     Gains     Losses     Fair Value  
 
March 31, 2005
Available for Sale Portfolio
  $ 19,904             296       19,608  
 
 
                               
December 31, 2004
Available for Sale Portfolio
  $ 20,688       21             20,709  
 

At March 31, 2005 and December 31, 2004, all mortgage-backed securities available for sale were issued by government agencies or government-sponsored enterprises. There were no sales of mortgage-backed securities during the three months ended March 31, 2005 and 2004.

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WEBSTER PREFERRED CAPITAL CORPORATION

NOTES TO INTERIM FINANCIAL STATEMENTS (continued)


NOTE 3: RESIDENTIAL MORTGAGE LOANS, NET

A summary of the Company’s residential mortgage loans by type and original maturity follows:

                 
(In thousands)   March 31, 2005   December 31, 2004
 
Fixed-rate loans:
               
15 yr. loans
  $ 59,270       63,747  
20 yr. loans
    7,815       8,083  
25 yr. loans
    3,886       4,037  
30 yr. loans
    262,296       273,028  
 
Total fixed-rate loans
    333,267       348,895  
 
Variable-rate loans:
               
15 yr. loans
    941       1,009  
20 yr. loans
    5,202       5,246  
25 yr. loans
    1,357       1,382  
30 yr. loans
    110,782       118,287  
 
Total variable-rate loans
    118,282       125,924  
 
 
               
Total residential mortgage loans
    451,549       474,819  
 
               
Premiums and deferred costs on loans, net
    2,867       3,082  
Less: allowance for loan losses
    (2,022 )     (2,022 )
 
Residential mortgage loans, net
  $ 452,394       475,879  
 

As of March 31, 2005, 73.8% of the Company’s residential mortgage loans are fixed-rate loans and 26.2% are adjustable-rate loans.

A detail of the change in the allowance for loan losses follows:

                 
    Three Months Ended
March 31,
 
(In thousands)   2005     2004  
 
Balance at beginning of period
  $ 2,022       2,106  
Charge-offs
          (74 )
 
Balance at end of period
  $ 2,022       2,032  

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WEBSTER PREFERRED CAPITAL CORPORATION

NOTES TO INTERIM FINANCIAL STATEMENTS (continued)


NOTE 4: SERVICING

The mortgage loans owned by the Company are serviced by Webster Bank, National Association (“Webster Bank”) pursuant to the terms of a servicing agreement. Webster Bank is the sole holder of the Company’s common stock. Webster Bank, in its role as servicer under the terms of the servicing agreement, is herein referred to as the “Servicer”. The Servicer receives fees at an annual rate of (i) 8 basis points for fixed-rate loan servicing and collection, (ii) 8 basis points for variable-rate loan servicing and collection and (iii) 5 basis points for all other services to be provided, as needed, in each case based on the daily outstanding balances of all the Company’s loans for which the Servicer is responsible. The Company estimates that the fees paid to Webster Bank for servicing approximate fees that would be paid if the Company operated as an unaffiliated entity. Servicing fees paid for the three months ended March 31, 2005 and 2004 were $84,000 in each period. Servicing fees are reflected as a charge against interest income on the Statements of Income, as they are classified as a reduction in yield to the Company.

The Servicer is entitled to retain any late payment charges, prepayment fees, penalties and assumption fees collected in connection with mortgage loans serviced by it. The Servicer receives the benefit, if any, derived from interest earned on collected principal and interest payments between the date of collection and the date of remittance to the Company and from interest earned on tax and insurance escrow funds with respect to mortgage loans serviced by it. At the end of each calendar month, the Servicer is required to invoice the Company for all fees and charges due to the Servicer.

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WEBSTER PREFERRED CAPITAL CORPORATION

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


General

The Company is a subsidiary of Webster Bank and has elected to be treated as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”). The Company will generally not be subject to federal income tax for as long as it maintains its qualification as a REIT, requiring among other things, that it currently distribute to stockholders at least 90% of its “REIT taxable income” (not including capital gains and certain items of noncash income). The following discussion of the Company’s financial condition and results of operations should be read in conjunction with the Company’s financial statements and other financial data included elsewhere herein and in conjunction with the Company’s 2004 Annual Report on Form 10-K.

Forward Looking Statements

This report contains forward looking statements within the meaning of the Securities Exchange Act of 1934, as amended. Actual results, performance or developments may differ materially from those expressed or implied by such forward-looking statements as a result of market uncertainties and other factors. Some important factors that would cause actual results to differ from those in any forward-looking statements include changes in interest rates and the general economy in the Connecticut market area where a substantial portion of the real estate securing the Company’s loans are located, legislative and regulatory changes, changes in tax laws and policies, and changes in accounting policies, principles or guidelines. Such developments could have an adverse impact on the Company’s financial position and results of operations. An example of such a forward-looking statement is the “Quantitative and Qualitative Disclosures About Market Risk” section in Management’s Discussion and Analysis. Except as required by law, the Company does not undertake to update forward looking information.

Summary

WPCC’s net income increased to $6.6 million for the three months ended March 31, 2005 from $6.3 million during the same period a year earlier due to the following factors:

Ÿ   For the first three months of 2005, average earning assets increased $2.2 million from the same period a year earlier as the result of loan purchases during 2004.
 
Ÿ   The yield on earning assets increased for the three months ended March 31, 2005 to 4.95% from 4.77%. The downward repricing of adjustable rate mortgages combined with the lower replacement yield on new mortgage assets combined to decrease the return on mortgage-related assets. The overall yield for the first quarter increased due to a higher percentage of higher yielding mortgage loans in the current first quarter than a year ago.

Changes in Financial Condition

Total assets, consisting primarily of residential mortgage loans were $542.8 million at March 31, 2005, an increase of $5.4 million from $537.4 million at December 31, 2004. Residential mortgage loans decreased $23.5 million as a result of prepayments. These cash flows were generally replaced with the purchase of interest-bearing deposits. Shareholders’ equity increased to $542.5 million at March 31, 2005 from $537.2 million at December 31, 2004, due primarily to the net income earned during for the first three months of 2005.

Asset Quality

The Company maintains asset quality by investing in residential real estate loans that have been conservatively underwritten and by aggressively managing nonperforming assets. At March 31, 2005, residential real estate loans comprised the entire loan portfolio. All such residential loans were purchased from Webster Bank. The Company also invests in government agency or government-sponsored enterprise issued mortgage-backed securities and short-term jumbo certificates of deposit.

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WEBSTER PREFERRED CAPITAL CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)


The following table details the Company’s nonperforming assets:

             
    March 31,   December 31,
(In thousands)   2005   2004
 
Loans accounted for on a nonaccrual basis:
           
Residential variable-rate loans
  $      —     179  
 
Total nonperforming loans and assets
  $      —     179  
 

At March 31, 2005 and December 31, 2004, the allowance for loan losses was approximately $2.0 million. Management believes that the allowance for loan losses is adequate to cover probable losses inherent in the current portfolio.

Liquidity and Capital Resources

The primary sources of liquidity for the Company are principal and interest payments from the residential mortgage loans and mortgage-backed securities portfolios. The primary uses of liquidity are purchases of residential mortgage loans and mortgage-backed securities and the payment of dividends on the common and preferred stock.

While scheduled loan amortization, maturing securities, short-term investments and securities repayments are predictable sources of funds, loan and mortgage-backed security prepayments can vary greatly and are influenced by factors such as general interest rates, economic conditions and competition. One of the inherent risks of investing in loans and mortgage-backed securities is the possibility that prepayments of principal prior to maturity will occur at rates different than those estimated at the time of purchase. The principal factor affecting these prepayments is changes in market interest rates.

In the unlikely event that principal and interest payments on its mortgage assets are insufficient to meet its operating needs, WPCC has the ability to raise additional funds. WPCC’s mortgage-backed securities, which total $19.6 million at March 31, 2005, would supply adequate collateral for borrowings through repurchase agreements. In addition, its residential mortgage loans are underwritten to meet secondary market requirements and could easily be sold or securitized as mortgage-backed securities and used as borrowing collateral.

Asset/Liability Management

The goal of the Company’s asset/liability management policy is to manage interest rate risk so as to maximize net interest income over time in changing interest rate environments while maintaining acceptable levels of market risk. The Company prepares estimates of the level of prepayments and the effect of such prepayments on the level of future earnings due to reinvestment of funds at rates different than those that currently exist. The Company is unable to predict future fluctuations in interest rates. The market values of the Company’s financial assets are sensitive to fluctuations in market interest rates. The market values of fixed-rate loans and mortgage-backed securities tend to decline in value as

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WEBSTER PREFERRED CAPITAL CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)


interest rates rise. If interest rates decrease, the market value of loans and mortgage-backed securities generally will tend to increase with the level of prepayments also normally increasing. The interest income earned on the Company’s variable-rate interest-sensitive instruments, which are primarily variable-rate mortgage loans, may change due to changes in quoted interest rate indices. The variable-rate mortgage loans generally reprice based on a stated margin over U.S. Treasury Securities indices of varying maturities, the terms of which are established at the time that the loan is closed. At March 31, 2005, 26.2% of the Company’s residential mortgage loans were variable-rate loans.

Results of Operations

For the three months ended March 31, 2005, the Company reported an increase in net income of 5.3% to $6.6 million, compared to the three months ended March 31, 2004, which amounted to $6.3 million.

The following table shows the major categories of average interest-earning assets, together with their respective interest income and the rates earned by the Company:

                                                 
    Three Months Ended     Three Months Ended  
    March 31, 2005     March 31, 2004  
    Average     Interest     Average     Average     Interest     Average  
(In thousands)   Balance     Income     Yield     Balance     Income     Yield  
 
Mortgage loans
  $ 471,352       6,147       5.22 %   $ 423,648       5,656       5.34 %
Mortgage-backed securities (a)
    20,219       232       4.59       42,862       569       5.31  
Short-term investments
    47,114       291       2.47       70,005       177       1.01  
 
Total
  $ 538,685       6,670       4.95 %   $ 536,515       6,402       4.77 %
 

(a) Unrealized net gains are excluded from average balance

The increase in interest income for the current three month period of $268 thousand, as compared to a year earlier was due to an increase in average yields and a rebalancing of interest-earning assets.

Interest income also can be understood in terms of the impact of changing rates and changing volumes. The following table describes the extent to which changes in interest rates and changes in volume of interest-earning assets have impacted interest income during the periods indicated.

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WEBSTER PREFERRED CAPITAL CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)


Information is provided in each category with respect to (i) changes attributable to changes in volume (changes in volume multiplied by prior rate), (ii) changes attributable to changes in rates (changes in rates multiplied by prior volume) and (iii) the net change. The change attributable to the combined impact of volume and rate has been allocated proportionately to the change due to volume and the change due to rate.

                         
    Three Months Ended March 31,  
  2005 v. 2004
    Increase (Decrease) due to  
(In thousands)   Rate     Volume     Total  
 
Interest on interest-earning assets:
                       
Mortgage loans
  $ (134 )     625       491  
Mortgage-backed securities
    (69 )     (268 )     (337 )
Short-term investments
    187       (73 )     114  
 
Net change in net interest income
  $ (16 )     284       268  
 

There were no provisions for loan losses for the three months ended March 31, 2005 and 2004.

There were no purchases or sales of mortgage-backed securities for the three months ended March 31, 2005 and 2004.

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WEBSTER PREFERRED CAPITAL CORPORATION

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


The following table summarizes the estimated market value of the Company’s interest-sensitive assets at March 31, 2005 and December 31, 2004 and the projected change to market values if interest rates instantaneously increase or decrease by 100 basis points.

                                 
                    Estimated Market Value Impact  
(In thousands)   Amortized Cost     Market Value     -100 BP     +100 BP  
 
At March 31, 2005
                               
Interest sensitive assets:
                               
Mortgage-backed securities
  $ 19,904       19,608       296       (296 )
Variable-rate residential loans
    118,282       116,521       309       (3,375 )
Fixed-rate residential loans
    333,267       334,810       10,418       (11,826 )
 
Total
                  $ 11,023       (15,497 )
                     
At December 31, 2004
                               
Interest sensitive assets:
                               
Mortgage-backed securities
  $ 20,688       20,709       524       (664 )
Variable-rate residential loans
    125,924       125,100       1,635       (1,878 )
Fixed-rate residential loans
    348,895       354,998       6,929       (12,522 )
 
Total
                  $ 9,088       (15,064 )
                     

Interest-sensitive assets, when impacted by an instantaneous 100 basis point rate decrease results in a projected increase in net market value of $11.0 million at March 31, 2005 compared to a projected increase of $9.1 million at December 31, 2004. These changes in net market value represent 2.3% of interest-sensitive assets at March 31, 2005 and 1.8% at December 31, 2004. Interest-sensitive assets, when impacted by an instantaneous 100 basis point rate increase results in a projected decrease in net market value of $15.5 million at March 31, 2005 compared to a projected decrease of $15.1 million at December 31, 2004. These changes in net market value represent 3.3% of interest-sensitive assets at March 31, 2005 and 3.0% at December 31, 2004. Changes in the projected net market value due to the instantaneous rate changes when comparing such amounts at March 31, 2005 and December 31, 2004 are a result of changes in outstanding balances of the assets, and do not represent a significant change since year end.

Based on the asset/liability mix at March 31, 2005, management estimates that a gradual 200 basis point increase in interest rates over a 12 month period would increase net income over that period by approximately 3.9%. A gradual 200 basis point decrease in interest rates is projected to decrease net income by approximately 7.6%. At December 31, 2004, a projected 200 basis point increase and a 100 basis point decrease in rates produced changes of 3.0% and 3.6%, respectively.

In particular, the Company’s interest rate sensitive assets are subject to prepayment risk. Prepayment risk is inherently difficult to estimate and is dependent upon a number of economic, financial and behavioral variables. The Company uses a sophisticated mortgage prepayment modeling system to estimate prepayments and the corresponding impact on market value and net interest income. The model uses information that includes the instrument type, coupon spread, loan age and other factors in its projections.

These assumptions are inherently uncertain and, as a result, the simulation analyses cannot precisely estimate the impact that higher or lower rate environments will have on net interest income. Actual results will differ from simulated results due to timing, magnitude and frequency of interest rate changes, changes in cash flow patterns and market conditions, as well as changes in management’s strategies. Management believes that the Company’s interest rate risk position at March 31, 2005, represents a reasonable level of risk.

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WEBSTER PREFERRED CAPITAL CORPORATION

Item 4. CONTROLS AND PROCEDURES


The Company’s management, including the principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) (the “Exchange Act”) as of the end of the period covered by this report. Based upon that evaluation, the Company’s management, including the principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective in alerting them in a timely manner to any material information relating to the Company required to be included in the Company’s Exchange Act filings.

There were no changes made in the Company’s internal controls over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.

PART II — OTHER INFORMATION


Item 1. Legal Proceedings

There are no material pending legal proceedings, other than ordinary routine litigation incident to the registrant’s business, to which the Company is a party or of which any of its property is subject.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not Applicable.

Item 3. Defaults Upon Senior Securities

Not Applicable.

Item 4. Submission of Matters to a Vote of Security Holders

Not Applicable.

Item 5. Other Information

Not Applicable

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Item 6. Exhibits

Exhibits

       
Exhibit Number   Description
 
3. 1   Amended and Restated Certificate of Incorporation of Webster Preferred Capital Corporation (the “Company”) (incorporated herein by reference from Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997).
 
3. 2   Certificate of Amendment for the Series B 8.625% Cumulative Redeemable Preferred Stock of the Company (incorporated herein by reference from Exhibit 3.3 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997).
 
3. 3   Amended and Restated By-Laws of the Company (incorporated herein by reference from Exhibit 3.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997).
 
4. 1   Specimen of certificate representing the Series B 8.625% Cumulative Redeemable Preferred Stock of the Company (incorporated herein by reference from Exhibit 4.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997).
 
31. 1   Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by the Company’s Principal Executive Officer.
 
31. 2   Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by the Company’s Principal Financial Officer.
 
32. 1   Written Statement pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by the Company’s Principal Executive Officer.
 
32. 2   Written Statement pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by the Company’s Principal Financial Officer.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

         
 
  WEBSTER PREFERRED CAPITAL CORPORATION
 
  Registrant
 
       
Date: May 9, 2005
       
 
       
  BY:   /s/ Gregory S. Madar
       
      Gregory S. Madar,
Senior Vice President,
Treasurer & Assistant Secretary
Principal Financial and Accounting Officer

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