UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(dD) ofOF ~~the~~THE ~~Securities Exchange Act of 1934~~

~~Date~~SECURITIES ofEXCHANGE ~~Report~~ACT ~~(Date~~OF ~~of earliest event reported) March 3, 2009~~ 1934

~~Webster~~Date ~~Preferred~~of ~~Capital~~Report ~~Corporation~~(Date of earliest event reported): December 29, 2010

WEBSTER PREFERRED

CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)

Connecticut

0-23513

06-1478208

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

145 Bank Street, Waterbury, Connecticut		~~06702~~		06702
(Address of principal executive offices)		~~(Zip Code)~~		(Zip code)

Registrant’s telephone number, including area code: (203) ~~465~~578-~~4366~~2202

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 45.0102. ~~Changes~~Departure inof ~~Registrant’s~~Directors ~~Certifying~~or ~~Accountant~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~March~~December 329, ~~2009~~2010, ~~the~~Theresa ~~Board~~M. ofMessina, ~~Directors~~Senior Vice President and Chief Financial Officer of Webster Preferred Capital Corporation (the “~~Corporation~~Company”), ~~determined~~a ~~not~~wholly toowned ~~reappoint~~subsidiary ~~KPMG~~of ~~LLP~~Webster Financial Corporation (“~~KPMG~~Webster Financial”), asinformed the ~~Corporation’s~~Company ~~independent~~that ~~registered~~she ~~public~~intends ~~accounting firm~~to ~~for~~resign ~~the~~effective ~~fiscal~~as ~~year~~of ~~ended December~~February 3128, ~~2009~~2011. orGregory ~~any quarterly periods therein~~S. Madar ~~KPMG, which~~ will ~~complete~~become ~~its~~Chief ~~audit~~Financial Officer of the ~~Corporation’s financial statements in connection with the Corporation’s Annual Report on Form 10-K for the year ended December 31~~Company, ~~2008,~~effective ~~was~~upon ~~notified of this action on March 3, 2009~~Ms. ~~On March~~ ~~6, 2009, the Board of Directors engaged Ernst & Young LLP (“E&Y”) as the Corporation~~Messina’s ~~independent registered public accounting firm for the fiscal year ended December 31, 2009~~resignation.

~~KPMG’s~~Mr. Madar, age ~~reports~~48, onhas served as Senior Vice President and Chief Accounting Officer of the ~~Corporation’s~~Company ~~financial~~since ~~statements~~April 2008. Prior to that, he served as an Assistant Secretary of the Company from 1999 to April 2008. He has also served as the Senior Vice President and Controller of Webster Financial and ~~for~~Webster Bank, N.A. (the ~~fiscal~~“Bank”) ~~years~~since ~~ended~~February ~~December 31~~2002, ~~2007~~ and ~~2006~~has ~~did~~been ~~not~~employed ~~contain~~by anWebster ~~adverse~~Financial ~~opinion~~since orJanuary 3, a1995. ~~disclaimer~~Mr. Madar ofwill ~~opinion~~also become Senior Vice President and ~~were~~Chief ~~not~~Accounting Officer ~~qualified~~of orWebster ~~modified~~Financial asand tothe ~~uncertainty~~Bank, ~~audit~~effective ~~scope~~upon orMs. Messina’s ~~accounting principles~~resignation.

During the fiscal years ended December 31, 2007 and 2006, and in the subsequent annual and interim periods through March 3, 2009, there were (i) no disagreements between the Corporation and KPMG on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KPMG, would have caused KPMG to make references to the subject matter of the disagreement in their reports on the financial statements for such years, and (ii) no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

The Corporation provided KPMG with a copy of the disclosure it is making in this Current Report on Form 8-K (the “Report”) prior to the time the Report was filed with the Securities and Exchange Commission (the “SEC”). The Corporation requested that KPMG furnish a letter addressed to the SEC stating whether or not it agrees with the statements made herein. A copy of KPMG’s letter dated March 9, 2009 is attached hereto as Exhibit 16.1.

In deciding to engage E&Y, the Board of Directors reviewed auditor independence and existing commercial relationships with E&Y, and concluded that E&Y had no commercial relationships with the Corporation that would impair its independence. During the fiscal years ended December 31, 2007 and 2006, and in the subsequent annual and interim periods through March 6, 2009, neither the Corporation nor anyone acting on its behalf has consulted with E&Y on any matters or events set forth in Item 304(a)(2) of Regulation S-K.

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(d) Exhibits.

Exhibit No.		Description
16.1		Letter dated March 9, 2009 to the SEC from KPMG LLP.

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SIGNATURES

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

	~~WEBSTER PREFERRED CAPITAL CORPORATION~~	WEBSTER PREFERRED CAPITAL CORPORATION
Date: March 9, 2009	By:	/s/ Douglas O. Hart
Date: January 3, 2011		By:	/S/ MARK S. LYON
		Douglas O. Hart
			Mark S. Lyon
		Senior Vice President and Chief Financial Officer
			Secretary

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EXHIBIT INDEX

Exhibit No.		Description
16.1		Letter dated March 9, 2009 to the SEC from KPMG LLP.

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