Exhibit 3.3
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CERTIFICATE OF DESIGNATION
OF
WEBSTER FINANCIAL C0RPORATION
The undersigned DOES HEREBY CERTIFY that the following
resolution was duly adopted on October 2, 1992, by the Board of Directors (the
"Board") of WEBSTER FINANCIAL CORPORATION, a Delaware corporation (the
"Corporation") acting pursuant to the authority granted to the Board in
accordance with the provisions of Section 151(g) of the General Corporation Law
of the State of Delaware:
RESOLVED, that pursuant to authority expressly granted to and
vested in the Board by the provisions of the Restated Certificate of
Incorporation of the Corporation (the "Certificate of Incorporation"), there is
hereby created a series of serial preferred stock as set forth below in this
Certificate of Designation.
A. Series A Cumulative Perpetual Preferred Stock
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The Corporation shall have a series of preferred stock
entitled Series A Cumulative Perpetual Preferred Stock (hereinafter referred to
in this Article as the "Series A Stock"), par value one cent ($.01) per share.
The number of shares constituting this Series A Stock shall be one million two
hundred thousand (1,200,000) shares. Shares of this Series A Stock redeemed or
purchased by the Corporation shall be cancelled and shall not thereafter be
issued as shares of this Series A Stock.
With respect to any other class of the Corporation's stock,
shares of this Series A Stock shall rank, both as to dividends and to
liquidation, as set forth in this Certificate of Designation. The powers,
preferences, rights, qualifications, limitations, and restrictions of the shares
of this Series A Stock are as follows:
1. Voting Rights.
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The shares of this Series A Stock shall not have any
voting powers, either general or
special, except as follows:
(a) Unless the vote or consent of the holders of a greater
number of shares shall then be required by law, the vote or consent of the
holders of at least two-thirds (66-2/3%) of all of the shares of this Series A
Stock at the time outstanding, given in person or by proxy, either in writing or
by a vote at a meeting called for the purpose at which the holders of shares of
this Series A Stock shall vote together as a separate class, shall be necessary
for authorizing, effecting or
validating (i) the amendment, alteration or repeal of any of the provisions of
this Certificate of Designation or of any certificate amendatory thereof or
supplemental thereto which would adversely affect the powers, preferences or
special rights or privileges of this Series A Stock; (ii) the creation,
authorization or issue of any shares of any class or series of stock of the
Corporation ranking prior to the shares of this Series A Stock as to dividends
or upon liquidation, or the reclassification of any authorized stock of the
Corporation into any such prior shares or the creation, authorization or issue
or any obligation or security convertible into or evidencing the right to
purchase any such prior shares; (iii) the amendment, alteration or repeal of any
of the provisions of this Certificate of Designation or of any certificate
amendatory thereof or supplemental thereof which would increase or decrease the
aggregate number of authorized shares of this Series A Stock or increase or
decrease the par value of shares of this Series A Stock; or (iv) the redemption,
purchase or acquisition by the Corporation of any of its equity securities
(other than this Series A Stock) or any securities exercisable for or
convertible into equity securities of the Corporation.
(b) In the event that at any time, the Corporation shall not
have declared and paid dividends in cash on the outstanding shares of this
Series A Stock with respect to any six Quarterly Periods, the holders of a
majority of the shares of this Series A Stock shall have the right to name two
additional members of the Board of Directors of the Corporation, and such
members shall take office at the next meeting of the Board of Directors of the
Corporation. If any vacancy shall occur among the directors named by the holders
of the shares of this Series A Stock pursuant this Section, such vacancy shall
be filled with such person as a majority of such holders may name in a written
notice to the Corporation. Any director named by the holders of the shares of
this Series A Stock pursuant to this paragraph shall serve until all dividends
accumulated on the Series A Stock have been paid in full. Upon such payment all
directors named by the holders of the shares pursuant to this paragraph who are
then in office shall automatically cease to be members of the Board of Directors
of the Corporation, provided, however, that the right of the holders of the
shares of this Series A Stock to name two directors shall be reinstated if
thereafter the Corporation fails to declare and pay dividends in cash on the
outstanding shares of this Series A Stock with respect to any six subsequent
Quarterly Periods.
2. Dividends.
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(a) Each holder of shares at this Series A Stock shall be
entitled to receive on the dates specified in Section 2(d), when, as and if
declared payable by the Board of Directors or a committee of said Board duly
authorized by said Board to declare such dividends, from funds legally available
therefor, quarterly cash dividends in an amount per share equal to the Dividend
Rate in effect at the time of such declaration divided by four and then
multiplied by $25.00.
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For purposes of this calculation, the following terms shall have the meanings
indicated:
(i) "ANNUAL PERIOD" shall mean (x) the period
commencing on the date of the initial
issuance of shares of this Series A Stock
and ending on September 30, 1993 and (y)
each successive period of one year
thereafter, each such successive period to
commence on October 1 and to end on the last
day of the next succeeding September.
(ii) "DIVIDEND RATE" shall mean, with respect to
a Quarterly Period, a rate per annum equal
to (A) an initial annual dividend rate of
8.00% for the first Quarterly Period; and
(B) for each Quarterly Period subsequent to
the first Quarterly Period ("Subsequent
Quarterly Period") (i) the Treasury Note
Rate for such Subsequent Quarterly Period,
plus (ii) 5.00% (the "Spread"), plus (C) an
incremental increase over the Spread (the
"Increase-In-Spread") of (x) 0.00% during
the first seven Subsequent Quarterly
Periods; and (y) .25% for each Subsequent
Quarterly Period thereafter (or .375% for
all such Subsequent Quarterly Periods, if
there has occurred any partial voluntary
redemption taking place prior to the end of
the fourth Quarterly Period), such
Increase-In-Spread not to exceed 9.05%. The
minimum Dividend Rate shall be 7.60% and the
maximum Dividend Rate shall be 14.20%.
(iii) "BUSINESS DAY" shall mean any day other than
a Saturday, a Sunday, federal legal holiday
or any other day on which banks in the State
of Connecticut are authorized by law to
close.
(iv) "QUARTERLY PERIOD" shall mean each period at
three months commencing on January 1, April
1, July 1, and October 1 of each year,
except that the initial Quarterly Period
shall commence on the date of the initial
issuance of shares of this Series A Stock
and shall end on December 31, 1992.
(v) "TREASURY NOTE RATE" shall mean, with
respect to a Quarterly Period, the average
of the yields
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published in H.15 (519) under the caption
"Treasury Constant Maturities" for direct
obligations of the United States with a
constant maturity of one year (the "Constant
Maturity Yield") for the ten consecutive
Business Days ending on the twentieth
Business Day immediately preceding the
commencement of such Quarterly Period. In
the event Constant Maturity Yields are not
so published for each of such ten Business
Days with respect to a Quarterly Period, but
were so published for at least one of such
Business Days, the Treasury Note Rate for
such Quarterly Period shall be the average
of the Constant Maturity Yields as so
published for such Business Days. In the
event Constant Maturity Yields are not so
published for at least one of such Business
Days with respect to a Quarterly Period, the
Treasury Note Rate for such Quarterly Period
shall be the Constant Maturity Yield as
published in H.15 (519) for the next
preceding Business Day for which such
information was so published; provided,
however, that if such information was not so
published for a Business Day during the
60-day period prior to the commencement of
such Quarterly Period, then the Treasury
Note Rate for such Quarterly Period shall be
determined by the Corporation on the
twentieth Business Day next preceding the
commencement of such Quarterly Period and
shall be the bond-equivalent yield of the
arithmetic mean of the secondary market bid
rates (as quoted by three primary United
States government securities dealers in New
York City selected by the Corporation as of
3:00 p.m. (New York City time) on the day of
such determination) for the issue of direct
obligations of the United States with a
remaining maturity closest to one year. All
percentages relating to the calculation of
the Treasury Note Rate based upon secondary
market bid rates will be rounded to the
nearest one hundred thousandth of one per
cent, and dollar amounts used in or
resulting from such calculations will be
rounded to the nearest cent.
(b) Dividends on the shares of this Series A Stock
shall be cumulative. In any Quarterly Period, as long as any shares of this
Series A Stock
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are outstanding, no dividend (other than a dividend paid in common stock or any
other stock of the Corporation ranking junior as to dividends and liquidation to
this Series A Stock) shall be declared or paid or set aside for payment or other
distribution declared or made upon the common stock or any other stock of the
Corporation ranking junior to this Series A Stock as to dividends or upon
liquidation, nor shall any common stock or other stock of the Corporation
ranking junior to this Series A Stock as to dividends or upon liquidation be
redeemed, purchased or otherwise acquired for any consideration (or any monies
be paid to or made available for a sinking fund for the redemption of any shares
of any such stock) by the Corporation (except by conversion into or exchange for
the stock of the corporation ranking junior to this Series A Stock as to
dividends and upon liquidation) unless, in each case, all unpaid dividends on
the shares of this Series A Stock for all past Quarterly Periods shall have
been, or contemporaneously are, declared and paid in full. When dividends are
not paid in full, as aforesaid, upon the shares of this Series A Stock and any
other class or series ranking on parity as to dividends with this Series A
Stock, all dividends in cash declared upon shares of this Series A Stock and any
other class or series ranking on a parity as to dividends with this Series A
Stock shall be declared pro rata.
(c) Dividends payable on each share of this Series A
Stock for each full Quarterly Period shall be computed by dividing the
applicable annual Dividend Rate, as described above in Section 2(a), by four and
multiplying the resulting percentage by the stated value of twenty-five dollars
per share ($25.00) (the "Stated Value") of this Series A Stock. Dividends
payable on shares of this Series A Stock, for any period less than a full
Quarterly Period, and for the initial Quarterly Period, shall be computed on the
basis of a 360-day year of twelve 30-day months and the actual number of days
elapsed in the period for which a dividend is payable.
(d) Cash dividends on this Series A Stock shall be
cumulative from the date of original issue of such shares and shall be payable
when, as and if declared by the Board of Directors or by a committee of said
Board duly authorized by said Board to declare such dividends, out of funds of
the Corporation legally available therefor, on March 31, June 30, September 30,
and December 31 of each year, commencing on December 31, 1992. Accrued and
unpaid dividends on the Series A Stock will cumulate but will not bear interest.
Each dividend on the shares of this Series A Stock shall be paid to the holders
of record of shares of this Series A Stock as they appear on the stock register
of the Corporation on such record date, not exceeding 45 days preceding the
payment date thereof, as shall be fixed by the Board of Directors of the
Corporation or by a committee of said Board of Directors duly authorized to fix
such date. Dividends on account of arrears for any past dividend periods may be
declared and paid at any time, without reference to any regular dividend payment
date, to the holders of record on such date, not exceeding 45 days preceding the
payment date thereof, as shall be fixed by the
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Board of Directors of the Corporation or by a committee of said Board of
Directors duly authorized to fix such date.
3. Liquidation Rights.
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Upon any voluntary or involuntary liquidation,
dissolution, or winding up of the Corporation ("Termination Event"), the holders
of the shares of this Series A Stock shall be entitled to receive out of the net
assets of the Corporation available for distribution to its stockholders an
amount per share equal to, the sum of (i) the Stated Value, plus (ii) an amount
equal to the Liquidation Adjustment (as that term is defined below) on such
shares as of the date of such Termination Event, in cash (the "Liquidation
Amount"), plus (iii) accrued and unpaid cash dividends thereon to the date of
final distribution in cash, including the cumulative dividends for all past
dividend payment periods (computed on the basis of a 360-day year of 30-day
months and the actual number of days in the period), before any amount shall be
paid to the holders of shares of the common stock or any other stock of the
Corporation ranking junior upon liquidation to this Series A Stock. The term
"Liquidation Adjustment" shall mean (i) zero, with respect to shares of this
Series A Stock, at any time up to and including the scheduled payment date of
the fourth dividend, and (ii) the amount of one percent (1%) per year of the
Stated Value, for each Annual Period after the scheduled payment date for the
fourth dividend, to a maximum of ten percent (10%) of such Stated Value or two
dollars and fifty cents ($2.50). The maximum Liquidation Amount shall be
twenty-seven dollars and fifty cents ($27.50).
4. Redemption.
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(a) VOLUNTARY REDEMPTION OF SHARES HELD BY THE FDIC.
Except as set forth in Section 4(b) below, the shares of this Series A Stock may
be redeemable in whole, but not in part (unless otherwise agreed by the holders
of such shares or unless at or prior to the scheduled payment date of the sixth
dividend), at the Corporation's option at any time, at the sum of the Redemption
Price (as that term is defined below) plus (ii) accrued and unpaid cash
dividends thereon to the date fixed for redemption, including the cumulative
dividends for all past dividend payment periods (computed on the basis of a
360-day year of 30-day months and the actual number of days in the period). The
term "Redemption Price" shall mean, as to shares of this Series A Stock
continued to be held by the Federal Deposit Insurance Corporation (the "FDIC")
the sum of the Stated Value plus (i) zero, for the period of time up to and
including the scheduled payment date of the sixth dividend, and (ii) the amount
of one per cent (1%) per year of the Stated Value, for each Annual Period
thereafter, to a maximum of ten percent (10%) of such Stated Value or two
dollars and fifty cents ($2.50). The maximum Redemption Price shall be
twenty-seven dollars and fifty cents ($27.50).
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(b) VOLUNTARY REDEMPTION OF SHARES HELD BY TRANSFEREE
HOLDER. If any shares of this Series A Stock are transferred to a party other
than the FDIC ("Transferee Holder") then such shares of this Series A Stock
shall be non-redeemable after the scheduled payment date for the sixth dividend
at any time until after September 30, 1997; provided, however, that if the FDIC
fails to approve any of the restricted transactions set forth in Section 6.2(b)
of the Stock Purchase Agreement, or if the holders of two thirds of this Series
A Stock fail to approve any of the restricted transactions set forth in Sections
6.2(a) and 6.2(c) of the Stock Purchase Agreement or in clauses (ii), (iii), or
(iv) of Section 1(a) of this Certificate of Designation shares of this Series A
Stock held by a Transferee Holder may be redeemed at any time (but only as of
any regularly scheduled dividend payment date) by the Corporation and the
Redemption Price for any shares of the Series A Stock held by a Transferee
Holder that are voluntarily redeemed by the Corporation shall be 105% of the
Stated Value or at such other Redemption Price then applicable. The Redemption
Price for any shares of this Series A Stock held by a Transferee Holder that are
voluntarily redeemed by the Corporation prior to the scheduled payment date for
the sixth dividend shall be the Stated Value. After September 30, 1997, the
Redemption Price shall be 105% percent of the Stated Value for the next Annual
Period, declining by 50 basis points each Annual Period until the Redemption
Price declines to the Stated Value.
(c) OFFER OF REDEMPTION. The Corporation shall be
required to offer to redeem shares of Series A Stock to the extent provided in
Section 6.2(d) and 6.2(e) of the Stock Purchase Agreement, with notice of such
offer to be given as provided in such Section 6.2(f). The Redemption Price for
such required offer of redemption shall be the Redemption Price referred to in
paragraph (a) above, regardless of whether such shares are held by the FDIC or a
Transferee Holder.
(d) REDEMPTION OF LESS THAN ALL SHARES. If the
holders of the shares of this Series A Stock have given their consent for fewer
than all of the outstanding shares of this Series A Stock to be redeemed, the
number of shares to be redeemed shall be determined by the Board of Directors
and the shares to be redeemed shall be determined by lot or pro rata in a manner
to be determined by the Board of Directors; provided, however, that the number
of shares to be redeemed as determined by the Board of Directors shall be no
less than one hundred twenty thousand (120,000).
(e) NOTICE. If the Corporation elects to redeem
shares of this Series A Stock, notice of such redemption shall be given by first
class mail, postage prepaid, mailed not less than thirty (30) nor more than
sixty (60) days prior to the redemption date, to each holder of record of the
shares to be redeemed, at such holder's address as the same appears on the stock
register of the Corporation. Each such notice shall state: (1) the redemption
date; (2) the number of shares of this Series A Stock to be redeemed and, if
fewer than all of the shares held by such holder are to be redeemed, the number
of such shares to be redeemed from such
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holder; (3) the Redemption Price; and (4) the place or places where certificates
for such shares are to be surrendered for payment of the Redemption Price.
(f) RIGHTS OF SHAREHOLDERS. Notices having been so
mailed, from and after the redemption date (unless default shall be made by the
Corporation in providing money for the payment of the Redemption Price and
subject to the provisions of Section 2 of these Preferred Stock Terms, such
shares shall no longer be deemed to be outstanding, and all rights of the
holders thereof as shareholders of the Corporation (except the right to receive
from the Corporation the Redemption Price) shall cease. Upon surrender in
accordance with the notice of redemption, of certificates for any shares so
redeemed (properly endorsed or assigned for transfer, if the Board of Directors
of the Corporation shall so require and the notice shall so state), such shares
shall be redeemed by the Corporation at the Redemption Price specified. If fewer
than all the shares represented by any such certificate are redeemed, a new
certificate shall be issued representing the unredeemed shares without cost to
the holder thereof.
5. Ranking.
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Shares of this Series A Stock shall be deemed to rank on
parity with the shares of any other class or series of the Corporation's
preferred capital stock, or senior to any such class or series if such class or
series is expressly declared to be junior to this Series A Stock, both as to
dividends and upon liquidation, whether or not the dividend rates, dividend
payment dates or redemption or liquidation prices per share or sinking fund
provisions, if any, be different from those of this Series A Stock. If such
class or series ranks on parity with this Series A Stock, the holders hereof and
of such stock shall be entitled to the receipt of dividends or of amounts
distributable upon dissolution, liquidation or winding up of affairs of the
Corporation, as the case may be, in proportion to their respective dividend
amounts or liquidation preferences, without preference or priority, one over the
other, as between the holders of such stock and the holders of shares of this
Series A Stock. If such class or series ranks junior to this Series A Stock, the
holders of the shares of this Series A Stock shall be entitled to receipt of
dividends or of amounts distributable upon dissolution, liquidation or winding
up of affairs of the Corporation, as the case may be, in preference or priority
to the holders of such stock.
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IN WITNESS WHEREOF, WEBSTER FINANCIAL CORPORATION has caused
this Certificate of Designation to be made under the seal of the Corporation and
signed by James C. Smith its President, and attested by Lee A.
Gagnon, its Secretary, this 2nd day of October 1992.
WEBSTER FINANCIAL CORPORATION
By: /s/ James C. Smith
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President
[SEAL]
Attest:
/s/ Lee A. Gagnon
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Secretary
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