Webster Financial Prices Public Offering

12/5/17

Webster Financial Corporation (NYSE: WBS), the holding company for Webster Bank, N.A., announced today that it had priced an underwritten public offering of 6,000,000 depositary shares ($150 million of aggregate public offering price), each representing a 1/1000th interest in a share of its Series F Non-Cumulative Perpetual Preferred Stock, with a liquidation preference of $25,000 per share (equivalent to $25 per depositary share). Dividends will accrue and be payable on the liquidation amount of $25,000 per share of Series F Preferred Stock in arrears at 5.25% per annum only when, as, and if declared by the board of directors of Webster (or a duly authorized committee of the board) and to the extent Webster has legally available funds to pay dividends. The offering is expected to close on or about December 12, 2017, subject to customary closing conditions.

Webster expects to use the net proceeds from the sale of the depositary shares representing interests in the Series F Preferred Stock to redeem all of our issued and outstanding Series E Preferred Stock. Webster expects to use the remaining net proceeds that are in excess of the amount required for the redemption of the Series E Preferred Stock for general corporate purposes.

Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC, J.P. Morgan Securities LLC and Citigroup Global Markets Inc. are serving as joint book-running managers for the offering. Deutsche Bank Securities Inc., Sandler O'Neill + Partners, L.P. and Keefe, Bruyette & Woods, a Stifel Company, are serving as co-managers for the offering.

Webster Financial Corporation is the holding company for Webster Bank, National Association. With $26.4 billion in assets, Webster provides business and consumer banking, mortgage, financial planning, trust, and investment services through 167 banking centers and 338 ATMs. Webster also provides mobile and Internet banking. Webster Bank owns the asset-based lending firm Webster Business Credit Corporation; the equipment finance firm Webster Capital Finance Corporation; and HSA Bank, a division of Webster Bank, which provides health savings account trustee and administrative services. Webster Bank is a member of the FDIC and an equal housing lender.

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