Webster Preferred Capital (WBSTP) 10-Q 2005 Q2 Quarterly report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarter endedJune 30, 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) 465-4364

     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.
Yesþ Noo.

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).
Yeso Noþ.

     The number of shares outstanding of each of the registrant’s classes of common stock, as of July 31, 2005 is: 100 shares.

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WEBSTER PREFERRED CAPITAL CORPORATION

INDEX

	Page
PART I — FINANCIAL INFORMATION
Item 1.Interim Financial Statements (unaudited):
Statements of Condition at June 30, 2005 and December 31, 2004		3
Statements of Income for the three and six months ended June 30, 2005 and 2004		4
Statements of Comprehensive Income for the three and six months ended June 30, 2005 and 2004		4
Statements of Cash Flows for the six months ended June 30, 2005 and 2004		5
Notes to the Interim Financial Statements		6
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations		9
Item 3.Quantitative and Qualitative Disclosures About Market Risk		13
Item 4.Controls and Procedures		14
PART II — OTHER INFORMATION		14
SIGNATURE		16
EXHIBITS
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)	June 30, 2005			December 31, 2004
Assets
Cash	$	1,129			10,325
Short-term investments		95,000			29,000
Mortgage-backed securities available for sale, at fair value (Note 2)		18,825			20,709
Residential mortgage loans (Note 3)		433,253			475,879
Accrued interest receivable		203			280
Prepaid expenses and other assets		993			1,153
Total assets	$	549,403			537,346
Liabilities and Shareholders’ Equity
Accrued dividends payable	$	180			180
Accrued expenses and other liabilities		12			6
Total liabilities		192			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 retained earnings)		9,475			(2,661	)
Accumulated other comprehensive (loss) income		(64	)		21
Total shareholders’ equity		549,211			537,160
Total liabilities and shareholders’ equity	$	549,403			537,346

See accompanying notes to interim financial statements.

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WEBSTER PREFERRED CAPITAL CORPORATION

STATEMENTS OF INCOME
(unaudited)

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Dollars in thousands, except per share data)	2005		2004		2005		2004
Interest income:
Loans (Note 4)	$	5,934		6,122	$	12,081		11,778
Securities and short-term investments		798		565		1,321		1,311
Total interest income		6,732		6,687		13,402		13,089
Non interest income:
Gain on sale of securities		—		352		—		352
Noninterest expense:
Advisory fee to parent		60		49		109		98
Other		19		95		27		166
Total noninterest expense		79		144		136		264
Net income		6,653		6,895		13,266		13,177
Preferred stock dividends		215		215		431		431
Net income available to common shareholder	$	6,438		6,680	$	12,835		12,746
Net income per common share:
Basic and diluted	$	64,380		66,800	$	128,350		127,460

STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)

	Three Months Ended					Six Months Ended
	June 30,					June 30,
(In thousands)	2005		2004			2005			2004
Net income	$	6,653		6,895		$	13,266			13,177
Other comprehensive income (loss):
Unrealized net holding gain (loss) on securities available for sale arising during the period		232		(849	)		(85	)		(686	)
Reclassification adjustment for gains included in net income		—		(352	)		—			(352	)
Other comprehensive income (loss)		232		(1,201	)		(85	)		(1,038	)
Comprehensive income	$	6,885		5,694		$	13,181			12,139

See accompanying notes to interim financial statements.

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WEBSTER PREFERRED CAPITAL CORPORATION

STATEMENTS OF CASH FLOWS
(unaudited)

	Six Months Ended June 30,
(In thousands)	2005			2004
Cash flow from operating activities:
Net income	$	13,266			13,177
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on sale of securities		—			(352	)
Net amortization and accretion		381			278
Decrease (increase) in accrued interest receivable		77			(18	)
Increase in accrued liabilities		6			41
Decrease (increase) in prepaid expenses and other assets		160			(420	)
Net cash provided by operating activities		13,890			12,706
Cash flow from investing activities:
Principal repayments on mortgage-backed securities		1,763			7,582
Purchase of loans		—			(95,121	)
Principal repayments of loans		42,281			48,813
(Increase) decrease in short-term investments		(66,000	)		5,000
Proceeds from sale of mortgage-backed securities		—			11,379
Proceeds of other real estate sold		—			95
Net cash used by investing activities		(21,956	)		(22,252	)
Cash flow from financing activities:
Dividends paid on common and preferred stock		(1,130	)		(1,237	)
Decrease in cash and cash equivalents		(9,196	)		(10,783	)
Cash and cash equivalents at beginning of period		10,325			11,976
Cash and cash equivalents at end of period	$	1,129			1,193
Supplemental schedule of non cash transactions
Transfer of residential mortgage loans to other real estate owned	$	—			60

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
June 30, 2005
Available for Sale Portfolio	$	18,889		—		(64	)		18,825
December 31, 2004
Available for Sale Portfolio	$	20,688		21		—			20,709

At June 30, 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 six months ended June 30, 2005. During the six months ended June 30, 2004, mortgage-backed securities with a market value of $11.4 million were sold for a gain of $352,000.

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WEBSTER PREFERRED CAPITAL CORPORATION

NOTES TO INTERIM FINANCIAL STATEMENTS(continued)

NOTE 3: RESIDENTIAL MORTGAGE LOANS

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

(In thousands)	June 30, 2005			December 31, 2004
Fixed-rate loans:
15 yr. loans	$	56,183			63,747
20 yr. loans		7,529			8,083
25 yr. loans		3,860			4,037
30 yr. loans		255,685			273,028
Total fixed-rate loans		323,257			348,895
Variable-rate loans:
15 yr. loans		869			1,009
20 yr. loans		3,247			5,246
25 yr. loans		1,332			1,382
30 yr. loans		103,834			118,287
Total variable-rate loans		109,282			125,924
Total residential mortgage loans		432,539			474,819
Premiums and deferred costs on loans, net		2,736			3,082
Less: allowance for loan losses		(2,022	)		(2,022	)
Residential mortgage loans	$	433,253			475,879

As of June 30, 2005, 74.7% of the Company’s residential mortgage loans are fixed-rate loans and 25.3% are adjustable-rate loans.

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

	Six Months Ended June 30,
(In thousands)	2005		2004
Balance at beginning of period	$	2,022		2,106
Charge-offs		—		(84	)
Balance at end of period	$	2,022		2,022

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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 and six months ended June 30, 2005 were $97,000 and$181,000 and for the three and six months ended June 30, 2004 were $88,000 and $172,000, respectively. 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 declined to $6.7 million for the three months ended June 30, 2005 from $6.9 million during the same period a year earlier but increased to $13.3 million for the six months ended June 30, 2005 from $13.2 million during the same period a year earlier due to the following factors:

• For the first six months of 2005, average mortgage loans increased $15.8 million from the previous year, due to the purchase of loans of $50.8 million during the second half of 2004.

• The yield on earning assets increased for the six months ended June 30, 2005 to 4.94% 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. However, the overall yield increased since WPCC held a higher percentage of these higher yielding mortgage loans than a year ago.

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WEBSTER PREFERRED CAPITAL CORPORATION

Results of Operations

For the three and six months ended June 30, 2005, the Company reported net income of $6.7 million and $13.3 million, compared to $6.9 million and $13.2 million for the same period in the previous year.

The primary factor in WPCC’s net income is its level of interest income. 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
			June 30, 2005							June 30, 2004
	Average		Interest		Average			Average		Interest		Average
(In thousands)	Balance		Income		Yield			Balance		Income		Yield
Mortgage loans	$	447,518		5,934		5.30	%	$	463,468		6,122		5.28	%
Mortgage-backed securities (a)		19,231		217		4.51			32,881		399		4.85
Short-term investments		78,813		581		2.95			65,451		166		1.01
Total	$	545,562		6,732		4.94	%	$	561,800		6,687		4.76	%

			Six Months Ended							Six Months Ended
			June 30, 2005							June 30, 2004
	Average		Interest		Average			Average		Interest		Average
(In thousands)	Balance		Income		Yield			Balance		Income		Yield
Mortgage loans	$	459,371		12,081		5.26	%	$	443,558		11,778		5.31	%
Mortgage-backed securities (a)		19,722		449		4.55			37,871		968		5.11
Short-term investments		63,051		872		2.77			67,728		343		1.01
Total	$	542,144		13,402		4.94	%	$	549,157		13,089		4.77	%

(a) Unrealized net gains (losses) are excluded from average balance

The increase in interest income for the current three and six month period of $45,000 and $313,000 as compared to a year earlier is 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 June 30,									Six Months Ended June 30,
				2005 v. 2004									2005 v. 2004
	Increase (Decrease) due to									Increase (Decrease) due to
(In thousands)	Rate			Volume			Total			Rate			Volume			Total
Interest on interest-earning assets:
Mortgage loans	$	23			(211	)		(188	)	$	(114	)		417			303
Mortgage-backed securities		(26	)		(156	)		(182	)		(96	)		(423	)		(519	)
Short-term investments		375			40			415			554			(25	)		529
Net change in net interest income	$	372			(327	)		45		$	344			(31	)		313

There were no provisions for loan losses for the three and six months ended June 30, 2005 and 2004.

Changes in Financial Condition

Total assets, consisting primarily of residential mortgage loans, were $549.4 million at June 30, 2005, an increase of $12.1 million from $537.3 million at December 31, 2004 due to net income earned for the six months ended June 30, 2005. Residential mortgage loans decreased $42.6 million as a result of repayments. These cash flows were generally reinvested in interest-bearing deposits. Shareholders’ equity increased to $549.2 million at June 30, 2005 from $537.2 million at December 31, 2004, due primarily to the net income recorded for the first six 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 June 30, 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.

The following table details the Company’s nonperforming assets:

(In thousands)	June 30, 2005		December 31, 2004
Loans accounted for on a nonaccrual basis:
Residential variable-rate loans	$	—		179
Total nonperforming loans and assets	$	—		179

At June 30, 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.

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WEBSTER PREFERRED CAPITAL CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)

Liquidity and Capital Resources

The primary sources of liquidity for the Company are principal and interest payments from the residential mortgage loan 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 $18.8 million at June 30, 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 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 and short-term investments, 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 June 30, 2005, 25.3% of the Company’s residential mortgage loans were variable-rate loans. See Item 3 which follows for additional information on WPCC’s asset/liability position.

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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 (other than short-term investments that reprice frequently) at June 30, 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 June 30, 2005
Interest sensitive assets:
Mortgage-backed securities	$	18,889		18,832		373		(622	)
Variable-rate residential loans		323,257		328,106		10,393		(4,440	)
Fixed-rate residential loans		109,281		110,374		1,690		(484	)
Total					$	12,456		(5,546	)
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 $12.5 million at June 30, 2005 compared to a projected increase of $9.1 million at December 31, 2004. These changes in net market value represent 2.8% of interest-sensitive assets at June 30, 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 $5.5 million at June 30, 2005 compared to a projected decrease of $15.1 million at December 31, 2004. These changes in net market value represent 1.2% of interest-sensitive assets at June 30, 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 June 30, 2005 and December 31, 2004 are primarily 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 June 30, 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 5.9%. A gradual 200 basis point decrease in interest rates is projected to decrease net income by approximately 9.8%. 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 June 30, 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

The Company held an annual meeting of stockholders on May 11, 2005. All 3 of the Company’s continuing directors, William T. Bromage, William J. Healy and Harriet Munrett Wolfe, were reelected at the meeting and each such director received 100 votes for election (which votes constitute 100% of the issued and outstanding common stock). In addition the following items were approved, each receiving 100 votes:

• William T, Bromage was elected to serve as Chairman.

• William T. Bromage and William J. Healy were elected to serve on the Audit committee.

Appointment of KPMG LLP as independent auditor for the fiscal year ending December 31, 2005

Item 5. Other Information

Not Applicable

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Item 6. 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.

15

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: August 8, 2005
	BY:	/s/ Gregory S. Madar
		Gregory S. Madar,
		Senior Vice President,
		Treasurer & Assistant Secretary
		Principal Financial and Accounting Officer

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