Exhibit 3.2
-----------
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
WEBSTER FINANCIAL CORPORATION
Webster Financial Corporation (the "Corporation"), a
corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the board of directors of the
Corporation resolutions were duly adopted setting forth a proposed amendment to
the first sentence of Article 4 of the Restated Certificate of Incorporation of
the Corporation, declaring said amendment to be advisable and directing that the
amendment proposed be considered at the next meeting of the shareholders of the
Corporation. As amended, Article 4 reads in its entirety as follows:
Article 4. CAPITAL STOCK. The total number of shares of all
classes of the capital stock which the Corporation has
authority to issue is seventeen million (17,000,000), of which
fourteen million (14,000,000) shall be common stock, par value
$.01 per share, amounting in the aggregate to one hundred
forty thousand dollars ($140,000), and three million
(3,000,000) shall be serial preferred stock, par value $.01
per share, amounting in the aggregate to thirty thousand
dollars ($30,000). The shares may be issued by the Corporation
from time to time as approved by its board of directors
without the approval of its shareholders. The consideration
for the issuance of the shares shall be paid in full before
their issuance and shall not be less than the par value per
share. Neither promissory notes nor future services shall
constitute payment or part payment for the issuance of the
shares of the Corporation. The consideration for the shares
shall be cash, services actually performed for the
Corporation, personal property, real property, leases of real
property or any combination of the foregoing. In the absence
of actual fraud in the transaction, the value of such
property, labor or services, as determined by the board of
directors of the Corporation, shall be conclusive. Upon
payment of such
consideration such shares shall be deemed to be fully paid and
nonassessable.
Nothing contained in this Article 4 (or in any
resolution or resolutions adopted by the board of directors
pursuant hereto) shall entitle the holders of any class or
series of capital stock to more than one vote per share.
A description of the different classes and series of
the Corporation's capital stock and a statement of the
designations, and the powers, preferences and rights, and the
qualifications, limitations and restrictions of the shares of
each class of and series of capital stock are as follows:
A. COMMON STOCK. Except as provided in this
Article 4 (or in any resolution or resolutions
adopted by the board of directors pursuant hereto),
the holders of the common stock shall exclusively
possess all voting power. Each holder of shares of
common stock shall be entitled to one vote for each
share held by such holder, including the election of
directors. There shall be no cumulative voting rights
in the election of directors. Each share of common
stock shall have the same relative rights as and be
identical in all respects with all the other shares
of common stock.
Whenever there shall have been paid, or
declared and set aside for payment, to the holders of
the outstanding shares of any class of stock having
preference over the common stock as to the payment of
dividends, the full amount of dividends and of
sinking fund or retirement fund or other retirement
payments, if any, to which such holders are
respectively entitled in preference to the common
stock, then dividends may be paid on the common stock
and on any class or series of stock entitled to
participate therewith as to dividends, out of any
assets legally available for the payment of
dividends; but only when and as declared by the board
of directors.
In the event of any liquidation, dissolution
or winding up of the Corporation, after there shall
have been paid to or set aside for the holders of any
class having preferences over the common stock in the
event of liquidation, dissolution or winding up of
the full preferential amounts of which they are
respectively entitled, the holders of the common
stock, and of any class or series of stock entitled
to participate therewith, in whole or in part, as to
distribution of assets, shall be entitled
-2-
after payment or provision for payment of all debts
and liabilities of the Corporation, to receive the
remaining assets of the Corporation available for
distribution, in cash or in kind.
B. SERIAL PREFERRED STOCK. Except as
provided in this Section 4, the board of directors of
the Corporation is authorized by resolution or
resolutions from time to time adopted and by filing a
certificate pursuant to the applicable law of the
State of Delaware, to provide for the issuance of
serial preferred stock in series and to fix and state
the voting powers, full or limited, or no voting
powers, and such designations, preferences and
relative, participating, optional or other special
rights of the shares of each such series and the
qualifications, limitations and restrictions thereof.
Each share of each series of serial preferred stock
shall have the same relative rights as and be
identical in all respects with all the other shares
of the same series.
SECOND: That thereafter, pursuant to resolution of its board
of directors, the annual meeting of the shareholders of the Corporation was duly
called and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware at which meeting the necessary number
of shares as required by statute were voted in favor of the amendment.
THIRD: That the aforesaid amendment was duly adopted in
accordance with the applicable provisions of Section 242 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said Webster Financial Corporation has
caused this certificate to be signed by James C. Smith, its president, and
attested by Lee A. Gagnon, its secretary, this 21st day of April, 1989.
ATTEST: Webster Financial Corporation
By: /s/ Lee A. Gagnon By: /s/ James C. Smith
-------------------------- -------------------------
Lee A. Gagnon James C. Smith
Secretary President
-3-