UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x	Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the fiscal year ended December 31, ~~2009~~2010

¨	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 incorporation or organization)		(I. R. S. Employer Identification Number)

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

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

Securities registered pursuant to Section 12(b) of the Act: Not Applicable

Securities registered pursuant to Section 12(g) of the Act:


Title of Class		Exchange where listed
Preferred Stock, $1 par value		NASDAQ

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933. Yes ¨ No x.

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ¨ No x.

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. Yes x No ¨.

Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12B-2 of the Exchange Act.

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x Smaller Reporting Company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act ~~Rule 12B~~Rule12B-2) Yes ¨ No x.

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of June 30, ~~2009~~2010. N/A

The number of shares outstanding of each of the registrant’s classes of common stock, as of ~~March 3~~February 23, ~~2010~~2011 is: 100 shares.

WEBSTER PREFERRED CAPITAL CORPORATION

~~2009~~2010 ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

		Page
~~PART I~~	PART I
Item 1.	Business	3	3
Item 1A.	Risk Factors	7	7
Item 1B.	Unresolved Staff Comments	12	11
Item 2.	Properties	12	11
Item 3.	Legal Proceedings	12	11
Item 4.	[Removed and Reserved]	12	11
PART II
Item 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	13	12
Item 6.	Selected Financial Data	14	13
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15	14
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	24	25
Item 8.	Financial Statements and Supplementary Data	24	25
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	39	42
Item 9A.	Controls and Procedures	39	42
Item 9B.	Other Information	41	44
~~PART III~~	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	41	44
Item 11.	Executive Compensation	43	46
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	44	47
Item 13.	Certain Relationships and Related Transactions and Director Independence	45	47
Item 14.	Principal Accounting Fees and Services	46	48
~~PART IV~~	PART IV
Item 15.	Exhibits and Financial Statement Schedules	47	49
SIGNATURES		48	50
EXHIBITS		49	51

PART I

Item 1. Business

General

Webster Preferred Capital Corporation (the “Company” or “WPCC”) is a Connecticut corporation incorporated in March 1997. All of the Company’s common stock is owned by Webster Bank, National Association (“Webster Bank”). Webster Bank has indicated to the Company that, for as long as any of the Company’s preferred shares are outstanding, Webster Bank intends to maintain direct ownership of 100% of the outstanding common stock of the Company. Pursuant to the Company’s Certificate of Incorporation, the Company cannot redeem, or make any other payments or distributions with respect to shares of its common stock to the extent such redemptions, payments or distributions that would cause the Company’s total shareholders’ equity (as determined in accordance with U.S. generally accepted accounting principles, or “GAAP”) to be less than 250%, of the aggregate liquidation value of the issued and outstanding preferred shares. The preferred shares are not exchangeable into capital stock or other securities of the Company, Webster Bank or Webster Financial Corporation (“Webster”), the parent company of Webster Bank, and do not constitute regulatory capital of either Webster Bank or Webster. The Company has no subsidiaries.

~~The~~There ~~Company’s~~are ~~principal~~1,000,000 shares ~~business~~of isSeries ~~acquiring,~~B ~~holding,~~8.625% ~~financing~~cumulative ~~and~~redeemable ~~managing~~preferred ~~assets~~stock ~~secured~~outstanding, byissued ~~real~~at ~~estate~~$10 ~~mortgages~~per ~~and~~share. ~~other~~The ~~obligations~~Series ~~secured~~B ~~by real~~preferred ~~property,~~stock asis ~~well~~redeemable assolely ~~certain~~at ~~other~~the ~~qualifying~~option ~~REIT~~of ~~assets~~the ~~(collectively~~Company, ~~referred~~which tohas ~~herein~~no ascurrent plans to redeem the ~~“Mortgage~~preferred ~~Assets”)~~stock. The redemption ~~Mortgage~~price ~~Assets~~is ~~presently~~$10 ~~held~~per byshare. Webster Bank has indicated to the Company that, for as long as preferred shares are ~~loans~~outstanding, ~~secured~~Webster byBank ~~single~~intends ~~family~~to ~~real~~maintain ~~estate~~direct ~~properties~~ownership ~~that were~~of ~~acquired~~100% ~~from~~of ~~Webster~~the ~~Bank~~outstanding common stock of the Company. ~~The~~Pursuant to the Company’s ~~expects~~Certificate ~~that~~of ~~all~~Incorporation, orthe ~~substantially~~Company ~~all~~cannot redeem, or make any other payments or distributions with respect to shares of its ~~Mortgage~~common ~~Assets~~stock ~~will~~to ~~continue~~the toextent besuch ~~residential~~redemptions, ~~mortgage~~payments ~~loans~~or ~~acquired~~distributions ~~from~~that ~~Webster~~would ~~Bank~~cause the Company’s total shareholders’ equity (as determined in accordance with U.S. ~~The~~generally ~~Company~~accepted ~~has~~accounting ~~elected~~principles, or “GAAP”) to be ~~treated~~less asthan a250% ~~REIT~~of ~~under~~ the ~~Internal Revenue~~aggregate ~~Code,~~liquidation asvalue ~~amended~~of (the ~~“Code”)~~issued and outstanding preferred shares. The ~~Company~~preferred ~~generally~~shares ~~will~~are not beexchangeable ~~subject~~into tocapital ~~federal~~stock ~~and~~or ~~state~~other ~~income~~securities ~~tax~~of to the ~~extent~~Company, ~~that~~Webster itBank ~~distributes~~or ~~its~~Webster ~~earnings~~Financial toCorporation ~~its~~(“Webster”), ~~shareholders~~the ~~and~~parent ~~maintains~~company ~~its~~of ~~qualification~~Webster asBank, aand ~~REIT.~~do ~~Accordingly,~~not noconstitute regulatory ~~provision~~capital ~~for~~of ~~income~~either ~~taxes~~Webster isBank ~~included~~or inWebster. ~~the~~The ~~accompanying~~Company ~~financial~~has ~~statements~~no subsidiaries.

The Company’s principal business is acquiring, holding, financing and managing assets secured by real estate mortgages and other obligations secured by real property, as well as certain other qualifying real estate investment trust (“REIT”) assets (collectively referred to herein as the “Mortgage Assets”). The Mortgage Assets presently held by the Company are loans secured by single family (one-to-four unit) residential real estate properties that were acquired from Webster Bank. The Company expects that all, or substantially all, of its Mortgage Assets will continue to be residential mortgage loans acquired from Webster Bank. The Company has elected to be treated as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”). The Company will generally not be subject to federal or Connecticut state income taxes for as long as it maintains its qualification as a REIT. Accordingly, no provision for income taxes is included in the accompanying financial statements.

Mortgage Assets

The Company’s Mortgage Assets are recorded at their acquisition cost which ~~for the Company’s residential mortgage loans,~~ represents the aggregate outstanding gross principal balance, net of premiums and discounts and deferred loan costs and~~/or~~ fees which are recognized as a yield adjustment using the interest method. As of December 31, ~~2009~~2010 and ~~2008~~2009, the Company’s ~~residential mortgage~~Mortgages ~~loans~~Assets before allowance for loan losses were $~~153~~125.19 million and $~~189~~153.91 million, respectively. ~~These~~The ~~loans~~total ~~include~~Mortgage Assets includes net premiums and deferred costs of $0.7 6 million and $0.87 million as of December 31, ~~2009~~2010 and ~~2008~~2009, respectively.

The following discussion describes ~~mortgage~~obligations secured by real property and other qualifying REIT assets that are eligible investments for the Company:

Single Family ~~Residential~~ Mortgage Loans. Webster Bank originates and may acquire from time to time both conforming and ~~nonconforming~~non-conforming single family ~~residential~~ mortgage loans. Conventional conforming single family ~~residential~~ mortgage loans comply with the requirements for inclusion in a loan guarantee program sponsored by either Government National Mortgage Association (“GNMA”), Freddie Mac or Fannie Mae. ~~Nonconforming~~Non-conforming ~~residential~~single family mortgage loans generally have original principal balances which exceed the limits for these programs. Any ~~nonconforming residential~~non-conforming single family mortgage loans held by the Company are expected to meet the requirements for sale to national private mortgage conduit programs or other investors in the secondary mortgage market. The Company believes that all of its single family mortgage loans meet the requirements for sale to national private mortgage conduit programs or other investors in the secondary mortgage market. As of December 31, 2009 and 2008, all of the Company’s Mortgage Assets were single family residential mortgage loans.

The single family residential mortgage loans of the Company represent assets acquired in a legal sale between Webster Bank (“the Seller”) and the Company (“the Buyer”) of non-recourse receivables that are fully

~~collateralized~~sale byto ~~the~~national ~~underlying~~private ~~loans.~~mortgage ~~The~~conduit ~~underlying~~programs ~~loans~~or ~~are~~other ~~whole~~investors ~~loans~~in ~~secured~~the bysecondary ~~first~~mortgage ~~mortgages~~market. orThe ~~deeds~~Company ofbelieves ~~trust~~that onall of its single family ~~(one-to-four~~mortgage ~~unit)~~loans ~~residential~~meet ~~real~~those ~~estate properties~~requirements. ~~located~~As ~~primarily~~of inDecember 31, ~~Connecticut.~~2010 ~~These~~and ~~assets~~2009, ~~are~~all ~~classified~~of ~~as residential mortgage loans in~~ the Company’s ~~financial~~Mortgage ~~statements~~Assets ~~because~~were ~~the~~single ~~returns~~family onmortgage ~~and the recoverability of these non-recourse receivables are entirely dependent on the performance of the underlying residential~~ loans.

~~While~~The ~~the~~single ~~loan~~family mortgage ~~acquisitions~~loans of the Company represent ~~legal~~assets ~~sales~~acquired byin ~~Webster~~a ~~Bank,~~legal sale between Webster Bank ~~may not record~~ (“the ~~transactions~~Seller”) asand ~~sales~~the ~~under~~Company ~~GAAP~~(“the ~~because~~Buyer”) of ~~its~~non-recourse ~~100%~~receivables ~~direct~~that ~~ownership~~are ~~interest~~fully incollateralized by the ~~Company~~underlying loans. ~~There~~The underlying ~~were no~~ loans ~~acquired~~are ~~from~~whole ~~Webster~~loans ~~Bank~~secured ~~for~~by ~~the~~first ~~years~~mortgages ~~ended~~or ~~December 31,~~deeds ~~2009~~of ~~and~~trust ~~2008,~~on ~~respectively.~~single ~~For~~family ~~the~~residential ~~year~~real ~~ended December 31,~~estate ~~2007,~~properties ~~$50.8~~located ~~million~~primarily in ~~loans~~Connecticut. ~~were~~These ~~acquired~~assets byare ~~the~~classified ~~Company~~as ~~from~~residential ~~Webster~~mortgage ~~Bank.~~loans ~~For~~in the ~~years~~Company’s financial ~~ended~~statements ~~December 31,~~because ~~2008~~the returns on and ~~2007,~~the ~~$46.4~~recoverability ~~million~~of ~~and~~these ~~$90.5~~non-recourse ~~million~~receivables inare ~~loans,~~entirely ~~respectively,~~dependent ~~were~~on ~~transferred~~the byperformance of the ~~Company~~underlying toresidential ~~Webster Bank~~loans.

~~Multifamily~~While ~~Mortgage Loans. Multifamily~~the ~~mortgage~~loan ~~loans~~acquisitions ~~are~~represent ~~residential~~legal ~~property~~sales ~~composed~~by ofWebster ~~five~~Bank, orWebster ~~more~~Bank ~~dwelling~~may ~~units~~not ~~and~~record inthe ~~which~~transactions noas ~~more~~sales ~~than~~under 20GAAP ~~percent~~because of ~~the~~its ~~net~~100% ~~rentable area~~direct isownership ~~rented~~interest ~~to,~~in orthe toCompany. beThere ~~rented~~were no toloans ~~non-residential~~transferred ~~tenants.~~to ~~The~~the ~~buildings~~Company ~~used~~from asWebster ~~collateral~~Bank for ~~Webster~~the ~~Bank’s~~years ~~multifamily~~ended ~~loans~~December 31, ~~generally~~2010, ~~are~~2009 ~~operating~~and ~~properties~~2008. ~~with~~There ~~proven~~were ~~occupancy,~~no ~~rental~~loans ~~rates~~transferred ~~and~~to ~~expense~~Webster ~~levels.~~Bank ~~Typically,~~from the ~~borrowers~~ ~~are~~Company ~~property~~for ~~owners~~the ~~who~~years ~~are~~ended ~~experienced~~December 31, at2010 ~~managing~~and ~~these properties~~2009. AtFor the year ended December 31, ~~2009 and~~ 2008, ~~the~~$46.4 ~~Company~~million ~~did~~in ~~not~~loans ~~hold~~were ~~any~~transferred ~~multifamily~~from ~~mortgage~~the ~~loans~~Company to Webster Bank.

~~Commercial~~Multifamily Mortgage Loans. ~~The~~Multifamily ~~Company~~mortgage ~~may~~loans ~~acquire~~are ~~commercial~~residential ~~mortgage~~property ~~loans~~composed ~~secured~~of byfive ~~industrial~~or more dwelling units and ~~warehouse~~in ~~properties, recreational~~which ~~facilities,~~no ~~office~~more ~~buildings,~~than ~~retail~~20 ~~space~~percent ~~and~~of ~~shopping~~the ~~malls,~~net ~~hotels~~rentable ~~and~~area ~~motels,~~is ~~hospitals~~rented to, ~~nursing~~or ~~homes~~to orbe ~~senior~~rented ~~living~~to ~~centers~~non-residential tenants. ~~For~~The buildings aused ~~variety~~as ofcollateral ~~reasons,~~for ~~commercial~~Webster ~~mortgage~~Bank’s multifamily loans ~~can~~generally beare ~~significantly~~operating ~~more~~properties ~~risky~~with ~~than~~proven ~~single~~occupancy, ~~family mortgage~~rental ~~loans~~rates and expense levels. Typically, the borrowers are property owners who are experienced at managing these properties. At December 31, ~~2009~~2010 and ~~2008~~2009, the Company did not hold any ~~commercial~~multifamily mortgage loans.

Mortgage-backed securities. The Company may, from time to time, acquire fixed-rate or adjustable-rate mortgage-backed securities representing interests in pools of residential mortgage loans. A portion of any of the mortgage-backed securities that the Company purchases may have been originated by Webster Bank by exchanging pools of residential mortgage loans for the mortgage-backed securities. Typically, the residential mortgage loans underlying the mortgage-backed ~~securities~~ securities are secured by single family residential properties located throughout the United States. At December 31, ~~2009~~2010 and ~~2008~~2009 the Company did not hold any mortgage-backed securities. The Company intends to acquire only investment-grade mortgage-backed securities issued or guaranteed by Fannie Mae, Freddie Mac or GNMA. The Company does not intend to acquire any interest-only, principal-only or high-risk mortgage-backed securities. Further, the Company does not intend to acquire any residual interests in real estate mortgage conduits or any interests, other than as a creditor, in any taxable mortgage pools.

Although the Company presently intends to invest only in residential mortgage loans and mortgage-backed securities, the Company may invest up to 5% of the total value of its portfolio in assets, other than residential mortgage loans and mortgage-backed ~~securities~~ securities, eligible to be held by REITs., Insuch ~~addition~~as to commercial mortgage loans, ~~such assets could include cash~~ and ~~cash~~certain ~~equivalents.~~other ~~The Company does not intend to invest in~~ securities ~~or interests of persons primarily engaged in real estate activities~~.

Management Policies and Programs

As discussed elsewhere in this report, Webster Bank administers the Company’s Mortgage Assets. In doing so, Webster Bank has a high degree of autonomy. The Company’s Board of Directors, however, has adopted certain policies to guide the acquisition and disposition of assets, use of capital and leverage, credit risk management and certain other activities. These policies may be amended or revised from time to time at the discretion of the Board of Directors without a vote of the Company’s shareholders.

Asset Acquisition Policies. The Company purchases Mortgage Assets comprised primarily of single family residential mortgage loans, although the Company may purchase multifamily residential mortgage loans, commercial real estate mortgages and other types of Mortgage Assets. Although not required to do so, the Company acquires all or substantially all of these Mortgage Assets from Webster Bank. As a wholly-owned

~~Asset Acquisition~~ Policies. The Company currently anticipates purchasing Mortgage Assets comprised primarily of single family mortgage loans, although the Company may purchase multifamily mortgage loans, commercial real estate mortgages and other types of Mortgage Assets. Although not required to do so, the Company expects to acquire all or substantially all of these Mortgage Assets from Webster Bank. As a wholly-owned subsidiary of Webster Bank, the Company acquires loans from Webster Bank at prices equal to Webster Bank’s carrying value. The Company ~~intends~~acquires ~~to acquire~~ only performing loans from Webster Bank. However, neither the Company nor Webster Bank currently has specific policies with respect to the Company’s acquisition from Webster Bank of particular loans or pools of loans, other than the Company’s requirement that these assets must be eligible to be held by a REIT. The Company may periodically acquire Mortgage Assets from unrelated third parties. To date, the Company has not entered into any agreements, arrangements or adopted any procedures to purchase Mortgage Assets from unrelated third parties. However, Webster Bank has purchased Mortgage Assets from unrelated third parties, and these assets are eligible to be purchased by the Company. The Company anticipates purchasing Mortgage Assets from unrelated third parties only if Webster Bank does not have amounts or types of Mortgage Assets sufficient to meet the Company’s requirements.

In addition, the Company is permitted under the REIT guidelines to invest up to 25% of the total value of its assets in assets eligible to be held by REITs other than those described above. These assets could include shares or interests in other REITs and partnership interests. Since inception, the Company has not acquired any such shares or interests. Qualifying assets could also include cash, cash equivalents and securities. However, the Company currently does not intend to invest in any such assets. In order to preserve the Company’s status as a REIT under the Code, at least 75% of the Company’s total assets must consist of mortgage loans and other qualified assets of the type set forth in Section 856(c)(5)(B) of the ~~Internal Revenue~~ Code. The other qualifying assets include cash, cash equivalents and securities, including shares or interests in other REITs, although the Company currently does not intend to invest in shares or interests in other REITs.

Credit Risk Management Policies. The Company intends that each mortgage loan acquired from Webster Bank or any other party will represent a first lien position and will be originated in the ordinary course of the originator’s real estate lending activities based on the underwriting standards generally applied (at the time of origination) for the originator’s own account. The Company also intends that all Mortgage Assets held will be serviced pursuant to a loan purchase and servicing agreement with Webster Bank, which requires servicing in conformity with accepted secondary market standards, with any servicing guidelines promulgated by the Company and, in the case of the single family mortgage loans, with Freddie Mac and Fannie Mae guidelines and procedures.

Regulation

The Company is a wholly-owned subsidiary of Webster Bank. Webster Bank is subject to extensive regulation, supervision and examination by the Office of the Comptroller of the Currency (the “OCC”) as its primary federal regulator. Webster Bank also is subject to regulation, supervision and examination by the Federal Deposit Insurance Corporation (the “FDIC”) and Webster is subject to oversight by the Board of Governors of the Federal Reserve System. These federal banking regulatory authorities have the right to examine the Company and its activities as a subsidiary of Webster Bank.

If Webster Bank were to become “undercapitalized” under “prompt corrective action” initiatives, the OCC has the authority to require, among other things, that Webster Bank or the Company alter, reduce or terminate any activity that they determine poses an excessive risk to Webster Bank. The Company does not believe that its activities currently pose, or in the future will pose, such a risk to Webster Bank; however, there can be no assurance in that regard. The regulators also could restrict transactions between Webster Bank and the Company, including the transfer of assets, or require Webster Bank to divest or liquidate the Company. Webster Bank could further be directed to take prompt corrective action if federal regulators determined that Webster Bank was in an unsafe or unsound condition or engaging in an unsafe or unsound practice. In light of Webster Bank’s control of the Company, as well as the Company’s dependence and reliance upon the skills and diligence of Webster Bank’s officers and employees, some or all of the foregoing actions and restrictions could have an adverse effect on the operations of the Company, including causing the Company to fail to qualify as a REIT.

Pursuant to OCC regulations and the Company’s Certificate of Incorporation, the Company maintains a separate corporate existence from Webster Bank. In the event Webster Bank should be placed into receivership or conservatorship by federal bank regulators, such federal bank regulators would control Webster Bank. There can be no assurance that these regulators would not cause Webster Bank, as sole holder of the common stock of the Company, to take action adverse to the interest of holders of the preferred shares of the Company.

Taxation

The Company has elected to be treated as a REIT under Sections 856 through 860 of the Code. Asand believes that its organization and operations meet the requirements for qualification as a REIT,. ~~the~~The Company will generally ~~will~~ not be subject to federal ~~and~~or Connecticut state income taxes onfor ~~its~~as ~~net~~long ~~income~~as ~~and capital gains that~~ it ~~distributes~~maintains ~~to the holders of~~ its ~~common~~qualification ~~stock~~as ~~and~~a ~~preferred stock~~REIT.

To maintain its REIT status, anthe ~~entity~~Company must meet a number of organizational and operational requirements, including a requirement that it currently distribute to its shareholders at least 90% of its “REIT taxable income” (not including capital gains and certain items of non-cash income). If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal and Connecticut state income tax at regular corporate rates. Notwithstanding qualification for taxation as a REIT, the Company may be subject to federal, state and/or local tax, on undistributed REIT taxable income and net income from prohibited transactions.

Employees

The Company has ~~seven~~ five officers and no other employees. The officers are described further in Item 10 of this report, “Directors, Executive Officers and Corporate Governance”.” The Company ~~does~~anticipates ~~not anticipate~~ that it will not require any additional employees because it has retained anWebster ~~advisor~~Bank to administer the day-to-day activities of the Company pursuant to anadvisory ~~Advisory~~and ~~Agreement~~servicing agreements.

Servicing

The mortgage loans owned by the Company are serviced by Webster Bank pursuant to the terms of aan ~~servicing~~Amended and Restated Service Agreement (the ~~agreement~~“Service Agreement”). Webster Bank, in its role as servicer, receives fees at an annual rate of (i) 89.58 basis points for fixed-rate loan servicing and collection, (ii) 89.58 basis points for adjustable-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 Webster Bank is responsible. The services provided to the Company by Webster Bank are at the level of a sub-servicing agreement. As such, the Company estimates that the fees paid to Webster Bank for servicing approximates fees that would be paid if the Company operated as an unaffiliated entity. Servicing fees paid for the years ended ~~December~~ December 31, ~~2009~~2010, ~~2008~~2009 and ~~2007~~2008 were $~~136~~0.1 million,~~619,~~ $~~200,467~~0.1 million and $~~240~~0.2 million,~~092,~~ respectively. Servicing fees are netted against interest income in the Statements of Income, as they are considered a reduction in yield to the Company.

Webster Bank is entitled to retain any late payment charges, prepayment fees, penalties and assumption fees collected in connection with residential mortgage loans serviced by it. Webster Bank also 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, Webster Bank is required to invoice the Company for all fees and charges due.

Advisory Services

Advisory services ~~are~~ are being provided pursuant to an ~~agreement~~Advisory Service Agreement (the “Advisory Agreement”) with Webster Bank to provide the Company with the following types of services: administer the day-to-day operations, monitor the credit quality of the mortgage assets, advise with respect to the acquisition, management, financing, and disposition of mortgage related assets and provide the necessary executive administration, human resources, accounting and control, technical support, record keeping, copying, telephone, mailing and distribution, investment and funds management services. Advisory service fees paid for each of the years ended December 31, 2010, 2009 and 2008 were $0.2 million. The Company estimates that the fees paid to Webster Bank for advisory services approximate fees that would be paid for such services if the Company were an unaffiliated entity.

~~record~~Operating ~~keeping,~~expenses ~~copying,~~outside ~~telephone, mailing and distribution, investment and funds management services. Webster Bank received an annual fee for advisory services provided to~~ the ~~Company~~scope of ~~$216,250~~ ~~for~~ the ~~year~~Advisory ~~ended~~Agreement ~~2009~~are ~~compared~~paid todirectly ~~$205,000~~by ~~for each of~~ the ~~years ended 2008 and 2007~~Company. ~~The~~Such expenses ~~Company~~include, ~~estimates~~but ~~that~~are ~~the~~not ~~fees~~limited ~~paid~~ to, ~~Webster Bank for advisory services approximate~~ fees ~~that would be paid~~ for ~~such~~third ~~services~~party ifconsultants, ~~the~~attorneys ~~Company~~and ~~were an~~external ~~unaffiliated entity~~auditors.

Operating expenses outside the scope of the advisory agreement are paid directly by the Company. Such expenses include, but are not limited to, fees for third party consultants, attorneys and external auditors, and any other expenses incurred that are not directly related to the advisory agreement.

Competition

The Company does not engage in the business of originating mortgage loans. ~~While~~The ~~the~~ Company does ~~intend to acquire additional mortgage assets, it anticipates that these additional mortgage assets will be obtained from Webster Bank. Accordingly, the Company does~~ not compete or expect to compete with mortgage conduit programs, investment banking firms, savings and loan associations, banks, thrift and loan associations, finance companies, mortgage bankers or insurance companies in obtaining its mortgage assets. Webster Bank, from which the Company expects to continue to obtain most or all of its mortgage assets in the future, will face competition from these organizations.

Item 1A. Risk Factors

The material risks and uncertainties that management believes affect the Company are described below. ~~The~~If ~~risks~~any ~~and~~of ~~uncertainties~~the ~~described~~events ~~below~~or ~~are~~circumstances ~~not~~described ~~the~~in ~~only ones facing~~ the ~~Company.~~following ~~Additional~~ risks ~~and~~actually ~~uncertainties that management is not aware of or focused on~~occur, orour ~~that management currently deems immaterial~~business, financial ~~may~~condition ~~also~~or ~~impair~~results ~~the~~of ~~Company’s~~operations ~~business~~could ~~operations~~suffer. ~~This~~You ~~report~~should isconsider ~~qualified~~all ~~in its entirety by these risk factors. If any~~ of the following risks ~~actually~~together ~~occur,~~with ~~the~~all ~~Company’s~~of ~~financial condition~~the ~~and~~other ~~results~~information ofin ~~operations~~this ~~could~~Annual beReport ~~materially~~on ~~and~~Form ~~adversely~~10-K ~~affected.~~

The Company is controlled by, and is reliant upon, Webster Bank, and any adverse effect upon Webster Bank could effect the Company’s operations

The Company, organized as a wholly owned subsidiary of Webster Bank, continues to be controlled by and through advisory and servicing agreements with Webster Bank. The Company’s Board of Directors consists entirely of Webster Bank employees and through advisory and servicing agreements, Webster Bank and its affiliates are involved in every aspect of the Company’s existence. Webster Bank administers the day-to-day activities of the Company in its role as Advisor under an Advisory Agreement, and acts as Servicer of the Company’s mortgage loans under aan ~~Servicing~~Amended and Restated Service Agreement. In addition, all of the officers of the Company are also officers of Webster Bank. As the holder of all of the outstanding voting stock of the Company, Webster Bank has the right to elect all of the directors of the Company.

The Company is dependent upon Webster Bank as its Advisor and Servicer, and if Webster Bank were to assign these duties to a third-party, there can be no guarantee that the third-party would be able to perform to a level suitable to the Company

The Company is dependent on the diligence and skill of the officers and employees of Webster Bank as its Advisor for the selection, structuring and monitoring of the Company’s mortgage assets. In addition, the Company is dependent upon the expertise of Webster Bank as its Servicer for the servicing of the mortgage loans. The personnel deemed most essential to the Company’s operations are Webster Bank’s loan servicing and administration personnel, and the staff of its finance department. The loan servicing and administration personnel will advise the Company in the selection of mortgage assets, and provide loan servicing oversight. The finance department will assist in the administrative operations of the Company. The Advisor may subcontract all or a portion of its obligations under the Advisory Agreement to one or more affiliates, and under certain conditions to non-affiliates, involved in the business of managing mortgage assets. The Advisor may assign its rights or obligations under the Advisory Agreement, and the Servicer may assign its rights and obligations under the Amended and Restated Service Agreement, to any affiliate of the Company involved in the business of managing real estate mortgage assets. Under the Advisory Agreement, the Advisor may subcontract out its obligations to unrelated third parties with the approval of the Board of Directors of the Company. In the event the Advisor or the Servicer subcontracts or assigns its rights or obligations in such a manner, the Company will be dependent upon the subcontractor or affiliate to provide services. Although Webster Bank has indicated to the Company that it has no plans in this regard, if Webster Bank were to subcontract all of its loan servicing to an outside third party, it also would do so with respect to mortgage assets under the Amended and Restated Service Agreement. Under such circumstances, there may be additional risks as to the costs of such services and the ability to identify

portion of its obligations under the Advisory Agreement to one or more affiliates, and under certain conditions to non-affiliates, involved in the business of managing mortgage assets. The Advisor may assign its rights or obligations under the Advisory Agreement, and the Servicer may assign its rights and obligations under the Servicing Agreement, to any affiliate of the Company involved in the business of managing real estate mortgage assets. Under the Advisory Agreement, the Advisor may subcontract out its obligations to unrelated third parties with the approval of the Board of Directors of the Company. In the event the Advisor or the Servicer subcontracts or assigns its rights or obligations in such a ~~manner, the Company will be dependent upon the~~ subcontractor or affiliate to provide services. Although Webster Bank has indicated to the Company that it has no plans in this regard, if Webster Bank were to subcontract all of its loan servicing to an outside third party, it also would do so with respect to mortgage assets under the Servicing Agreement. Under such circumstances, there may be additional risks as to the costs of such services and the ability to identify a subcontractor suitable to the Company. The Servicer does not believe it would subcontract these duties unless it could not perform such duties as efficiently and economically itself. See Item 13 “Certain Relationships and Related Transactions, and Director Independence” for additional information.

Webster Bank and its affiliates may have interests which are not identical to the Company’s, resulting in conflicts of interest with respect to certain transactions

Webster Bank and its affiliates may in the future have interests which are not necessarily identical to those of the Company. Consequently, conflicts of interest may arise with respect to transactions, including without limitation: future acquisitions of mortgage assets from Webster Bank and/or affiliates of Webster Bank; servicing of mortgage loans; future dispositions of mortgage loans to Webster Bank or affiliates of Webster Bank; and the modification of the Advisory Agreement or the Servicing Agreement. Under each of the foregoing circumstances, Webster Bank, as sole holder of the common stock, may, or may cause the directors and officers of the Company (each of whom is an employee of Webster Bank) to, take actions adverse to the interests of holders of the Company’s preferred shares. It is the intention of the Company and Webster Bank that any agreements and transactions between the Company, on the one hand, and Webster Bank and/or its affiliates, on the other hand, are fair to all parties and consistent with market terms, including the prices paid and received for mortgage assets on their acquisition or disposition by the Company or in connection with the servicing of mortgage loans. Also, the Advisory Agreement provides that nothing contained in such agreement shall prevent Webster Bank, its affiliates, or an officer, director, employee or shareholder from engaging in any activity, including without limitation, purchasing and managing real estate mortgage assets, rendering services and investment advice with respect to real estate investment opportunities to any other person (including other REITs) and managing other investments (including the investments of Webster Bank and its affiliates). Although it is the intent of the Company and Webster Bank that the dealings between the two be fair, there can be no assurance that agreements or transactions will be on terms as favorable to the Company as those that could have been obtained from unaffiliated third parties.

Any future change in the Company’s policies and strategies by the Board of Directors could have an adverse effect on the Company

The Board of Directors of the Company has established the investment policies, operating policies and strategies of the Company. These policies may be amended or revised from time to time at the discretion of the Board of Directors without a vote of the Company’s shareholders, including holders of the preferred shares. The ultimate effect of any change in the policies and strategies of the Company on a holder of the preferred shares may be positive or negative. For example, although the Company currently intends to maintain substantially all of its assets in a combination of residential mortgage loans and mortgage-backed securities, the Company may in the future acquire other mortgage assets, such as commercial mortgage loans, which have a different and distinct risk profile.

As a wholly owned subsidiary of Webster Bank, the Company could be subject to restrictions on its operations by bank regulators

Webster Bank, which owns 100% of the Company’s common stock, is subject to supervision and regulation by, among others, the OCC and the FDIC. Because the Company is a subsidiary of Webster Bank, such federal banking regulatory authorities will have the right to examine the Company and its activities. If Webster Bank becomes “undercapitalized” under “prompt corrective action” initiatives of the federal bank regulators, such regulatory authorities will have the authority to require, among other things, Webster Bank or the Company to alter, reduce or terminate any activity that the regulator determines poses an excessive risk to Webster Bank. The regulators also could restrict transactions between Webster Bank and the Company including the transfer of assets; require Webster Bank to divest or liquidate the Company; or require that Webster Bank be sold. Webster Bank could further be directed to take any other action that the regulatory agency determines will better carry out the purpose of prompt corrective action. Webster Bank could be subject to these prompt corrective action restrictions if federal regulators determined that Webster Bank was in an unsafe or unsound condition or engaging in an unsafe or unsound practice. In light of Webster Bank’s control of the Company, as well as the Company’s dependence and reliance upon the skill and diligence of Webster Bank officers and employees, some or all of the foregoing actions and restrictions could have an adverse effect on the operations of the Company, including causing the Company’s failure to qualify as a REIT.

Failure to qualify as a REIT would cause the Company to be taxed as a corporation, which would significantly reduce funds available to shareholders

The Company intends to operate so as to qualify as a REIT under the Code. Although the Company believes that it is owned, organized and operates in such a manner as to qualify as a REIT, no assurance can be given as to the Company’s ability to remain qualified as a REIT. Qualification as a REIT involves the application of highly technical and complex Code provisions for which there are only limited judicial or administrative interpretations. The determination of various factual matters and circumstances, not entirely within the Company’s control, may affect the Company’s ability to qualify as a REIT. Although the Company is not aware of any proposal in Congress to amend the tax laws in a manner that would materially and adversely affect the Company’s ability to operate as a REIT, no assurance can be given that new legislation, regulations, administrative interpretations or court decisions will not significantly change the tax laws in the future with respect to qualification as a REIT or the federal income tax consequences of such qualification.

If, in any taxable year, the Company fails to qualify as a REIT, the Company would not be allowed a deduction for distributions to shareholders in computing its federal taxable income and would be subject to federal and Connecticut state income taxes (including any applicable alternative minimum tax) on its taxable income at regular corporate rates. As a result, the amount available for distribution to the Company’s shareholder would be reduced for the year or years involved. In addition, unless entitled to relief under certain statutory provisions, the Company would also be disqualified from treatment as a REIT for the four taxable years following the year during which qualification was lost. A failure of the Company to qualify as a REIT would not by itself give the Company the right to redeem the preferred shares, nor would it give the holders of the preferred shares the right to have their shares redeemed.

Notwithstanding that, the Company currently intends to operate in a manner designed to qualify as a REIT. Future economic, market, legal, tax or other considerations may cause the Company to determine that it is in the best interest of the Company and the holders of its common stock and preferred shares to revoke the REIT election. The tax law prohibits the Company from electing treatment as a REIT for the four taxable years following the year of such revocation.

In8 the event that the Company has insufficient available cash on hand or is otherwise precluded from making dividend distributions in amounts sufficient to maintain its status as a REIT, or to avoid imposition of an excise tax, the Company may avail itself of consent dividend procedures. A consent dividend is a hypothetical dividend,

In the event that the Company has insufficient available cash on hand or is otherwise precluded from making dividend distributions in amounts sufficient to maintain its status as ~~opposed~~a REIT, or to avoid imposition of an excise tax, the Company may avail itself of consent dividend procedures. A consent dividend is a hypothetical dividend, as opposed to an actual dividend, declared by the Company and treated for U.S. federal tax purposes as though it had actually been paid to shareholders who were the owners of shares on the last day of the year and who executed the required consent form, and then re-contributed the dividend to the Company. The Company would use the consent dividend procedures only with respect to its common stock.

Any future change in the Company’s policies and strategies by the Board of Directors could have an adverse effect on the Company

Webster Bank and its affiliates may have interests which are not identical to the Company’s, resulting in conflicts of interest with respect to certain transactions

Webster Bank and its affiliates may, in the future, have interests which are not necessarily identical to those of the Company. Consequently, conflicts of interest may arise with respect to transactions, including without limitation: future acquisitions of mortgage assets from Webster Bank and/or affiliates of Webster Bank; servicing of mortgage loans; future dispositions of mortgage loans to Webster Bank or affiliates of Webster Bank; and the modification of the Advisory Agreement or the Amended and Restated Service Agreement. Under each of the foregoing circumstances, Webster Bank, as sole holder of the common stock, may, or may cause the directors and officers of the Company (each of whom is an employee of Webster Bank) to, take actions adverse to the interests of holders of the Company’s preferred shares. It is the intention of the Company and Webster Bank that any agreements and transactions between the Company, on the one hand, and Webster Bank and/or its affiliates, on the other hand, are fair to all parties and consistent with market terms, including the prices paid and received for mortgage assets on their acquisition or disposition by the Company or in connection with the servicing of mortgage loans. Also, the Advisory Agreement provides that nothing contained in such agreement shall prevent Webster Bank, its affiliates, or an officer, director, employee or shareholder from engaging in any activity, including without limitation, purchasing and managing real estate mortgage assets, rendering services and investment advice with respect to real estate investment opportunities to any other person (including other REITs) and managing other investments (including the investments of Webster Bank and its affiliates). Although it is the intent of the Company and Webster Bank that the dealings between the two be fair, there can be no assurance that agreements or transactions will be on terms as favorable to the Company as those that could have been obtained from unaffiliated third parties.

Deterioration in local economic conditions may negatively impact the Company’s financial performance

Certain geographic regions of the United States may from time to time experience natural disasters or weaker regional economic conditions and housing markets, and, consequently, may experience higher rates of loss and delinquency on mortgage loans generally. Any concentration of the mortgage loans in such a region may present risks in addition to those present with respect to mortgage loans generally. Substantially all of the residential properties presently underlying the Mortgage Assets are located in Connecticut. These Mortgage Assets may be subject to a greater risk of default than other comparable Mortgage Assets in the event of adverse economic, political or business developments or natural hazards that may affect the Connecticut region and the ability of property owners in such region to make payments of principal and interest on the underlying mortgages.

Variations in interest rates may negatively affect the Company’s financial performance

The results of the Company’s operations will be affected by various factors, many of which are beyond the control of management. As the Company does not intend to have any borrowings, the Company’s net income will be dependent primarily upon the yield of its Mortgage Assets. Accordingly, income over time will vary as a result of changes in interest rates, the behavior of which involve various risks and uncertainties, and the supply of and demand for Mortgage Assets. Prepayment rates and interest rates depend upon the nature and terms of the Mortgage Assets, the geographic location of the real estate securing the mortgage loans included in or underlying the Mortgage Assets, conditions in financial markets, the fiscal and monetary policies of the United States government and the Board of Governors of the Federal Reserve System, competition and other factors, none of which can be predicted with any certainty. While increases in interest rates will generally increase the yields on the Company’s adjustable-rate Mortgage Assets, decreasing rates typically would decrease such yields and also may result in increased levels of prepayments. Under such circumstances, the Company may not be able to reinvest at a favorable yield and may be required to purchase replacement mortgage related assets.

If the Company’s allowance for loan losses is not sufficient to cover actual loan losses, the Company’s earnings will decrease

The Company maintains an allowance for loan losses, which is established through a provision for loan losses charged to operations, that represents management’s best estimate of probable losses within the existing portfolio of loans. The allowance, in the judgment of management, is necessary to reserve for estimated loan losses and risks inherent in the loan portfolio. The level of the allowance reflects management’s continuing evaluation of industry concentrations, specific credit risks, loan loss experience, current loan portfolio quality, present economic, political and regulatory conditions and unidentified losses inherent in the current loan portfolio. The determination of the appropriate level of the allowance for loan losses inherently involves a high degree of subjectivity and requires the Company to make significant estimates of current credit risks and future trends, all of which may undergo material changes. Changes in economic conditions affecting borrowers, new information regarding existing loans, identification of additional problem loans and other factors, both within and outside of the Company’s control, may require an increase in the allowance for loan losses. In addition, if charge-offs in future periods exceed the allowance for loan losses, the Company will need additional provisions to increase the allowance for loan losses. Any increases in the allowance for loan losses will result in a decrease in net income and, possibly, capital, and may have a materially adverse effect on the Company’s financial condition and results of operations. See the section captioned “Allowance for Loan Losses” in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, located elsewhere in this report for further discussion related to the process for determining the appropriate level of the allowance for loan losses.

The difficulty in liquidating defaulted mortgage loans could negatively affect the Company’s results of operations

Even assuming that the mortgaged properties underlying the mortgage loans held by the Company provide adequate security for such mortgage loans, substantial delays could be encountered in connection with the liquidation of defaulted mortgage loans, with corresponding delays in the receipt of related proceeds by the Company. An action to foreclose on a mortgaged property securing a mortgage loan is regulated by state statutes and rules and is subject to many of the delays and expenses of other lawsuits if defenses or counterclaims are interposed, sometimes requiring several years to complete. In some states, an action to obtain a deficiency judgment is not permitted following a non-judicial sale of a mortgaged property. In Connecticut, where substantially all of the properties currently securing the Company’s mortgage loans are located, foreclosures are judicial and an action to obtain a deficiency judgment is only permitted following a judicial foreclosure of a mortgaged property. In the event of a default by a mortgagor, these restrictions, among other things, may impede the ability of the Company to foreclose on or sell the mortgaged property or to obtain proceeds sufficient to repay all amounts due on the related mortgage loan. In addition, the servicer of the Company’s mortgage loans will be entitled to deduct from collections received all expenses reasonably incurred in attempting to recover amounts due and not yet repaid on liquidated mortgage loans, including legal fees and costs of legal action, real estate taxes and maintenance and preservation expenses, thereby reducing amounts available to the Company.

If due ~~the~~and ~~Company’s~~not ~~allowance~~yet ~~for~~repaid ~~loan~~on ~~losses~~liquidated ismortgage ~~not~~loans, ~~sufficient~~including tolegal ~~cover~~fees ~~actual~~and ~~loan~~costs ~~losses~~of legal action, ~~the~~real estate taxes and maintenance and preservation expenses, thereby reducing amounts ~~Company’s~~available ~~earnings~~to ~~will~~the ~~decrease~~Company.

To the extent the Company were to incur indebtedness, the Company would be subject to risks associated with leverage, including changes in interest rates and prepayment risk

Although the Company does not currently intend to incur any indebtedness in connection with the acquisition and holding of Mortgage Assets, the Company may do so at any time. Under the Company’s Certificate of Incorporation and other corporate governance documents, there are no limitations on the Company’s ability to incur additional indebtedness. To the extent the Company were to change its policy with respect to the incurrence of indebtedness, the Company would be subject to risks associated with leverage, including, without limitation, changes in interest rates and prepayment risk.

A leveraging strategy may create instability in the Company’s operations and reduce income under adverse market conditions. A decline in the market value of Mortgage Assets could limit the Company’s ability to borrow. The Company could be required to sell Mortgage Assets under adverse market conditions in order to maintain liquidity. If these sales were made at prices lower than the carrying value of the Mortgage Assets, the Company would experience losses. A default by the Company under its collateralized borrowings could also result in a liquidation of the collateral, resulting in a loss of the difference between the value of the collateral and the amount borrowed. To the extent the Company is compelled to liquidate Mortgage Assets to repay borrowings, its compliance with the REIT rules regarding asset and sources of income requirements could be negatively affected, ultimately jeopardizing the Company’s status as a REIT.

In addition, if the Company were to rely on short term borrowings, it also would be subject to interest rate risk to the extent of a mismatch between the long term yield of its mortgage asset portfolio and the short term costs of its borrowings. Developing an effective interest rate risk management strategy is complex and no management strategy can completely insulate the Company from risks associated with changes in interest rates. In addition, any hedges of interest rate risk would involve transaction costs, which generally increase significantly as the period covered by the hedge increases as well as during periods of volatile interest rates. To the extent the Company hedges against interest rate risks, the Company may substantially reduce its net income. Further, the federal tax laws applicable to REITs may limit the Company’s ability to hedge fully its interest rate risks. Such federal tax laws may prevent the Company from effectively implementing hedging strategies that, absent such restrictions, would best insulate the Company from the risks associated with changing interest rates.

Item 1B. Unresolved Staff Comments

The Company has no unresolved comments from the SEC staff.

Item 2. Properties

Not applicable.

Item 3. 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 4. [Removed and Reserved]

1211

PART II

Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity Securities

Common Stock

All of the Company’s common stock is owned by Webster Bank, and consequently there is no established public trading market for such securities. As of ~~March 3~~February 23, ~~2010~~2011, there were 100 issued and outstanding shares of common stock.

For the years ended December 31, ~~2009~~2010, ~~2008~~2009 and ~~2007~~2008, dividends of $74.75 million, $137.7 million and $1713.67 million, respectively, were declared and paid to the common shareholder. In addition, for the years ended December 31, ~~2009~~2010, ~~2008~~2009 and ~~2007~~2008, ~~returns~~dividends representing return of capital totaling $3927.0 million, $~~130~~39.0 million and $~~185~~130.0 million, respectively, were paid to the common shareholder. The Company periodically makes dividend payments on its common stock in accordance with Company by-laws. Common stock dividends are paid to comply with REIT qualification rules. REIT qualification rules require that at least 90% of net taxable income for the year be distributed to shareholders. Continued prepayments in 2009 and 2010 resulted in increased cash levels for the Company. In 2009 and 2010, WPCC declared return of capital dividends in order to return a portion of the available cash to its common shareholder.

Preferred Stock

The Company’s Series B 8.625% Cumulative Redeemable Preferred Stock (the “Series B Preferred Stock”) is traded on the NASDAQ Global Market under the symbol “WBSTP.” The Series B Preferred Stock is currently redeemable at the option of the Company, at a redemption price of $10 per share, plus any accrued and unpaid dividends. At this time, management has no plans to redeem the Series B Preferred Stock. For each of the years ended December 31, 2009, 2008 and 2007, dividends paid on the Series B Preferred Stock totaled $862,500.

The ~~following~~Series ~~table~~B ~~provides~~Preferred ~~information~~Stock ~~concerning~~is currently redeemable at the ~~market~~option of the Company, at a redemption price of $10 per share, plus any accrued and unpaid dividends. At this time, management has no plans to redeem the Series B Preferred Stock. At For each of the years ended December 31, ~~2009~~2010, ~~the~~2009 ~~closing~~and ~~market~~2008, ~~price~~dividends ofpaid on the Series B Preferred Stock ~~was~~totaled $100.279 million.

	Years Ended December 31,
	2009		2008		2007
Average	$	8.61	$	9.65	$	10.73
High		10.50		10.95		14.49
Low		5.00		7.50		9.45

The following table provides information concerning the closing market price of the Series B Preferred Stock. At December 31, 2010, the closing market price was $10.53:

Dividends will be declared at the discretion of the Board of Directors after considering the Company’s distributable funds, financial requirements, tax considerations and other factors. The Company’s distributable funds will consist primarily of interest and principal payments on the mortgage assets held by it, and the Company anticipates that a significant portion of such assets will bear interest at adjustable rates. Accordingly, if there is a decline in interest rates, the Company may experience a decrease in income available to be distributed to its shareholders. However, the Company currently expects that both its cash available for distribution and its “REIT taxable income” will exceed the amount needed to pay dividends on the Series B Preferred Stock, even in the event of a significant decline in interest rate levels, because (i) the Company’s Mortgage Assets are interest-bearing, (ii) the Series B Preferred Stock is not expected to exceed 15% of the Company’s capitalization, and (iii) the Company does not anticipate incurring any indebtedness.


	Years Ended December 31,
	2010		2009		2008
Average	$	10.36	$	8.61	$	9.65
High		11.15		10.50		10.95
Low		9.81		5.00		7.50

13Dividends will be declared at the discretion of the Board of Directors after considering the Company’s distributable funds, financial requirements, tax considerations and other factors. Dividends on the Series B Preferred Stock are payable at the rate of 8.625% per annum (an amount equal to $0.8625 per annum per share), in all cases if, when and as declared by the Board of Directors of the Company. Dividends on the preferred shares are cumulative and, if declared, payable on January 15, April 15, July 15 and October 15 in each year. The Company’s distributable funds will consist primarily of interest and principal payments on the Mortgage Assets held by it, and the Company anticipates that a significant portion of such assets will bear interest at adjustable rates. Accordingly, if there is a decline in interest rates, the Company may experience a decrease in income available to be distributed to its shareholders. However, the Company currently expects that both its cash available for distribution and its “REIT taxable income” will exceed the amount needed to pay dividends on the Series B Preferred Stock, even in the event of a significant decline in interest rate levels, because (i) the Company’s Mortgage Assets are interest-bearing, (ii) the Series B Preferred Stock is not expected to exceed 15% of the Company’s capitalization, and (iii) the Company does not anticipate incurring any indebtedness.

Item 6. Selected Financial Data

The selected financial data set forth below should be read in conjunction with the Company’s audited financial statements and notes thereto appearing elsewhere in this document.

Balance Sheet Data

	As of December 31,
	At December 31,
(In thousands)	~~2009~~2010			~~2008~~2009			~~2007~~2008			~~2006~~2007			~~2005~~2006
Total assets	$	~~157~~131,~~868~~558		$	~~197~~157,~~185~~868		$	~~327~~197,~~902~~185		$	~~511~~327,~~990~~902		$	511,~~761~~990
Securities available for sale		-			-			-			-			41,335
Residential mortgage loans		125,864			153,102			189,879			274,634			374,223
Residential mortgage loans		153,102			189,879			274,634			374,223			390,158
Allowance for loan losses		(1,714	)		(2,183	)		(2,183	)		(1,772	)		(2,022	)
Allowance for loan losses		(2,183	)		(2,183	)		(1,772	)		(2,022	)		(2,022	)
Residential mortgage loans, net		124,150			150,919			187,696			272,862			372,201
Residential mortgage loans, net		150,919			187,696			272,862			372,201			388,136
Interest-bearing deposits		-			-			-			51,000			80,000
Interest-bearing deposits		-			-			51,000			80,000			77,000
Total shareholder’s equity		130,587			157,586			196,971			327,683			511,774
Total shareholders’ equity		157,586			196,971			327,683			511,774			511,571
Income Statement Data
	For the Years Ended December 31,
	For the Year Ended December 31,
(In thousands)	~~2009~~2010			~~2008~~2009			~~2007~~2008			~~2006~~2007			~~2005~~2006
Total interest income	$	8,775		$	14,617		$	19,424		$	27,669		$	26,708
Interest income	$	6,487		$	8,775		$	14,617		$	19,424		$	27,669
Provision for loan losses		267			420			(250	)		-			-
Provision (credit) for loan losses		-			267			420			(250	)		-
Loss on sale of securities		-			-			-			~~(117~~-	)		-(117	)
Loss on write-down of securities available for sale to fair value		-			-			-			~~(526~~-	)		-(526	)
Non-interest expenses		338			372			323			329			294
Non-interest expense		410			338			372			323			329
Net income		86,~~170~~077			138,~~825~~170			1913,~~351~~825			2619,~~697~~351			26,~~414~~697
Preferred stock dividends		863			863			863			863			863
Net income available to common shareholder	$	75,~~307~~214		$	127,~~962~~307		$	1812,~~488~~962		$	2518,~~834~~488		$	25,~~551~~834
Asset Quality Data
	As of December 31,
	At December 31,
	2009			2008			2007			2006			2005
	2010			2009			2008			2007			2006
Non-performing loans	$	5,~~745~~601		$	~~823~~5,533		$	~~849~~823		$	~~211~~849		$	97211
Non-performing loans as a percent of total assets		34.6426	%		03.4250	%		0.2642	%		0.0426	%		0.0204	%
Non-performing loans as a percent of total loans		34.7547			03.4363			0.3143			0.0631			0.0206
Allowance for loan losses as a percent of total loans		1.4336			1.1543			01.6515			0.5465			0.5254
Allowance for loan losses as a percent of non-performing loans		3830.0060			~~265~~39.2545			~~208~~265.7225			~~958~~208.2972			~~2,084~~958.5429
Per Share Data
	For the Years Ended December 31,
	For the Year Ended December 31,
	2009			2008			2007			2006			2005
	2010			2009			2008			2007			2006
Net income per common share, basic	$	73,079		$	129,624		$	184,883		$	258,339		$	255,505
Basic net income per common share	$	52,148		$	73,079		$	129,624		$	184,883		$	258,339
Dividends per common share	$	76,930		$	136,740		$	175,790		$	261,310		$	256,184
Dividends paid per common share		44,660			76,930			136,740			175,790			261,310

1413

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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 or Connecticut state income taxes for as long as it maintains its qualification as a REIT, requiring among other organizational and operational issues, that it currently distributes to its shareholders 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 Notes thereto, and other financial data included elsewhere in this report.

Forward Looking Statements

This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”). Forward-looking statements can be identified by words such as “believes”, “anticipates”, “expects”, “intends”, “targeted”, “continue”, “remain”, “will”, “should”, “may”, “plans”, “estimates” and similar references to future periods, however such words are not the exclusive means of identifying such statements. Examples of forward-looking statements include, but are not limited to: (i) projections of revenues, expenses, income or loss, earnings or loss per share, and other financial items; (ii) statements of plans, objectives and expectations of ~~WPCC~~the Company or its management or Board of Directors; (iii) statements of future economic performance; and (iv) statements of assumptions underlying such statements. Forward-looking statements are based on ~~WPCC~~the Company’s current expectations and assumptions regarding its business, the ~~economy~~ economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. ~~WPCC~~The Company’s actual results may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to: (1) local, regional, national and international economic conditions and the impact they may have on us and our customers and our assessment of that impact; (2) volatility and disruption in national and international financial markets; (3) government intervention in the U.S. financial system; (34) changes in the level of non-performing assets and charge-offs; (45) changes in estimates of future reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements; (6) inflation, interest rate, securities market and monetary fluctuations,; ~~and~~(7) changes ~~management’s~~in ~~estimates~~consumer ~~and~~spending, ~~projections~~borrowings ofand ~~such fluctuations~~savings habits; (58) changes in ~~management’s~~the ~~estimate~~competitive ofenvironment ~~the~~among ~~adequacy~~banks, offinancial ~~the~~holding ~~allowance~~companies ~~for loan~~and ~~losses~~other financial service providers; (69) the effect of changes in laws, ~~regulations~~ and ~~policies~~regulations (including ~~tax~~laws and regulations concerning taxes, banking, securities and insurance) ~~laws~~with which the Company must comply, ~~regulations~~including those under the recently enacted Dodd-Frank Wall Street Reform and ~~policies)~~Consumer Protection Act and the Basel III update to the Basel Accords that is under development; (710) the effect of changes in ~~applicable~~ accounting policies and ~~practice;~~practices, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard setters; (811) the costs and effects of legal and regulatory developments including the resolution of legal proceedings or regulatory or other governmental inquiries and the results of regulatory examinations or reviews; and (912) the Company’s success at managing the risks involved in the foregoing ~~items;~~ ~~and (10) the other factors that are described in this Annual Report on Form 10-K under the heading “Risk Factors~~items.” Any forward-looking statement made by the Company in this Annual Report on Form 10-K speaks only as of the date on which it is made. Factors or events that could cause the Company’s actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

The Company has elected to be treated as a REIT under the Code and will generally not be subject to federal and Connecticut state income taxes for as long as it maintains its qualification as a REIT, requiring among other things, that it currently distribute to shareholders 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.

Summary

The Company’s net income for ~~2009~~2010 was $86.21 million, a decrease of $52.61 million compared to $~~13.~~8.2 million in ~~2008~~2009. Total interest income decreased ~~$5.8~~ ~~million in 2009 primarily due to the reduction of~~ $972.63 million in ~~average interest earning assets from $269.2 million at December 31~~2010, ~~2008~~with toapproximately ~~$171.7~~sixty-five ~~million~~percent atof ~~December 31,~~the ~~2009.~~decrease ~~The~~due ~~yield on interest earning assets decreased by 32 basis points~~ to ~~5.11%~~lower inaverage ~~2009~~loan ~~compared~~balances toand ~~5.43%~~approximately inthirty-five ~~2008,~~percent ~~primarily~~is due to ~~adjustable~~ interest ~~rate loans that reset downward with falling interest~~ rates ~~during~~on ~~2009~~variable ~~and a $4.9 million increase in non-performing loans.~~

loans. Average interest earning assets declined $30.9 million from $171.7 million at December 31, 2009 to $140.8 million at December 31, 2010 and the yield on interest earning assets decreased by 50 basis points to 4.61% in 2010 as compared to 5.11% in 2009 due to adjustable interest rate loans that reset downward in line with a lower interest rate environment during 2010.

Results of Operations

Net ~~income~~ income for the year ended December 31, ~~2009~~2010 was $86.21 million, a decrease of $52.61 million when compared to net income of $~~13.~~8.2 million for the year ended December 31, ~~2008~~2009. The decrease of $52.61 million in net income for 2010 when compared to 2009 is primarily due to the reduction of $30.9 million in average interest earning assets and lower average yields. The $30.9 million reduction in average interest earning assets is primarily due to principal pay-downs on outstanding residential real estate loans from lower yields.

Net income for the year ended December 31, 2009 was $8.2 million, a decrease of $5.6 million when compared to net income of $13.8 million for the year ended December 31, 2008. The decrease of $5.6 million in net income for 2009 when compared to 2008 is primarily due to the reduction of $97.6 million in average interest earning assets and lower average yields. The $97.6 million reduction in average interest earning assets is primarily due to principal pay-downs on outstanding residential real estate loans from lower yields.

Interest Income

Total interest income, net of servicing fees, decreased in 2010 compared with 2009 and 2008 due to lower average loan balances and lower average loan yields. The following table presents the average balances and yields on the Company’s interest-earning assets for the periods indicated:


	Years Ended December 31,
	2010							2009							2008
(Dollars in thousands)	Average Balance		Interest Income		Average Yield			Average Balance		Interest Income		Average Yield			Average Balance		Interest Income		Average Yield
Mortgage loans net of deferred costs	$	140,779	$	6,487		4.61	%	$	171,651	$	8,775		5.11	%	$	251,866	$	14,127		5.61	%
Interest-bearing deposits		-		-		-			-		-		-			17,352		490		2.82

Total	$	140,779	$	6,487		4.61	%	$	171,651	$	8,775		5.11	%	$	269,218	$	14,617		5.43	%

Interest income on loans decreased $2.3 million for the year ended December 31, 2010 to $6.5 million when compared with $8.8 million for the year ended December 31, 2009 due to lower average mortgage loan balances and a decline in the average yield of 50 basis points. At December 31, 2010 approximately 40.2% of the Company’s portfolio was comprised of adjustable rate loans as compared to 41.5% at December 31, 2009. The Company’s total non-accruing loans were $5.6 million at December 31, 2010 in comparison with $5.7 million at December 31, 2009. Fixed-rate non-accruing loans decreased $1.2 million while adjustable-rate non-accruing loans increased $1.1 million.

Interest income on loans decreased $5.3 million for the year ended December 31, 2009 to $8.8 million when compared with $14.1 million for the year ended December 31, 2008 due to lower average mortgage loan balances and a decline in the average yield of 50 basis points. The decrease in the average yield reflects the effects that the 400 basis point reductions made by the Federal Reserve during 2008 had in 2009 on the adjustable rate residential loans. At December 31, 2009 approximately 41.5% of the Company’s portfolio was comprised of adjustable rate loans as compared to 41.9% at December 31, 2008. The decline in yields was also impacted by the reduction in interest earned due to an increase in non-accruing loans. The Company’s total non-accruing loans increased to $5.5 million at December 31, 2009 in comparison with $0.8 million at December 31, 2008.

~~for~~Included ~~2009~~in ~~when~~interest ~~compared~~income tofrom ~~2008~~loans is ~~primarily~~a ~~due~~reduction tofor ~~the~~loan ~~reduction~~servicing offees ~~$97~~that Webster Bank retains.6 Servicing ~~million~~fees inare ~~average~~based ~~interest~~upon ~~earning~~an ~~assets~~annual rate of (i) 9.58 ~~The~~basis ~~$97~~points for fixed-rate loan servicing and collection, (ii) 9.658 ~~million~~basis ~~reduction~~points infor ~~average~~adjustable-rate ~~interest~~loan ~~earning~~servicing ~~assets~~and iscollection, ~~primarily~~and (iii) 5 basis points for all other ~~due~~services to abe ~~reduction~~provided, as needed, in ~~interest-bearing~~each ~~deposits~~case ~~held~~based byon the daily outstanding balances of all the Company’s loans for which Webster Bank is responsible. Loan servicing fees were $0.1 million, ~~principal~~$0.1 ~~paydowns~~million onand ~~outstanding~~$0.2 ~~residential~~million ~~real~~for ~~estate~~the ~~loans~~years ended December 31, 2010, 2009 and a2008, ~~transfer~~respectively. The level of ~~loans~~loan toservicing ~~Webster~~fees ~~Bank~~for in2010, 2009 and 2008 was consistent with decreasing average loan balances outstanding.

~~Net~~All ~~income~~interest ~~for~~bearing ~~the~~deposits ~~year~~held ~~ended~~by ~~December 31,~~the ~~2008~~Company ~~was~~were ~~$13~~eliminated during 2008.8 ~~million,~~As a ~~decrease~~result, ofthere ~~$5.6~~was ~~million~~no ~~when~~interest ~~compared to net~~ income ofon ~~$19.4~~interest ~~million~~bearing deposits for the ~~year~~years ended December 31, ~~2007.~~2010 ~~The~~and ~~decrease~~2009 ofas ~~$5.6 million in net income for 2008 when~~ compared towith ~~2007 is primarily due to the reduction of~~ $780.5 million infor ~~average~~the ~~interest~~year ~~earning~~ended ~~assets. The $78.5 million reduction in average interest earning assets is primarily due to a reduction in interest-bearing deposits~~December 31, ~~principal paydowns on outstanding residential real estate loans and a transfer of loans to Webster Bank in~~ 2008 ~~offset by the acquisition of loans from Webster Bank in 2007~~.

Interest ~~Income~~income is affected by changes in both volume and interest rates. Volume changes are caused by increases or decreases during the year in the level of average interest-earning assets. Interest rate changes result from increases or decreases in the yields earned on assets. If significant, the change in interest income due to both volume and rate has been prorated between the volume and the rate variances based on the dollar amount of each variance.

~~Total~~The ~~interest income~~following ~~decreased~~table inpresents ~~2009~~for ~~compared~~each ~~with~~of ~~2008~~the ~~and~~last ~~2007~~two ~~due~~years, toa ~~lower~~summary ~~average~~of ~~loan~~the ~~balances~~changes ~~and~~in ~~lower~~interest ~~average~~income ~~loan~~resulting ~~yields.~~from ~~The~~changes ~~following~~in ~~table~~the ~~presents~~volume ~~the~~of average asset balances and ~~yields~~changes onin the ~~Company’s~~average ~~interest-earning~~yields compared ~~assets~~with ~~for~~ the ~~periods indicated~~preceding year:

	For the Years Ended December 31,
	Years ended December 31,2010 v. 2009															Years ended December 31,2009 v. 2008
	2009											2008									2007
	Increase /(decrease) due to															Increase / (decrease) due to
(Dollars in thousands)		AverageBalance			InterestIncome		AverageYield						AverageBalance		InterestIncome		AverageYield					AverageBalance			InterestIncome	AverageYield
(In thousands)	Rate				Volume				Total							Rate			Volume				Total
Mortgage loans netof deferred costs	$	171,651		$	8,775		5.11	%				$	251,866	$	14,127		5.61	%			$	301,128		$	17,009	5.65	%
Interest on interest-earning assets:
Interest-bearing deposits		-			-		-						17,352		490		2.82					46,630			2,415	5.18
Loans, net	$	(810	)		$	(1,478	)		$	(2,288	)					$	(1,165	)	$	(4,187	)		$	(5,352	)
Total	$	171,651		$	8,775		5.11	%				$	269,218	$	14,617		5.43	%			$	347,758		$	19,424	5.59	%
Interest-bearing deposits		-				-				-							-			(490	)			(490	)
Net change in total interest income	$	(810	)		$	(1,478	)		$	(2,288	)					$	(1,165	)	$	(4,677	)		$	(5,842	)

Non-Interest ~~income~~Expense on loans decreased $5.3 million for the year ended December 31, 2009 to $8.8 million when compared with $14.1 million for the year ended December 31, 2008 due to lower average mortgage loan balances and a decline in the average yield of 50 basis points. The decrease in the average yield reflects the effects that the 400 basis point reductions made by the Federal Reserve during 2008 have had in 2009 on the adjustable rate residential loans. At December 31, 2009 approximately 41.5% of the Company’s portfolio was comprised of adjustable rate loans as compared to 41.9% at December 31, 2008. The decline in yields is also impacted by the reduction in interest earned due to an increase in non-accruing loans. The Company’s total non-accruing loans increased to $5.7 million at December 31, 2009 in comparison with $0.8 million at December 31, 2008.

~~Interest~~The ~~income~~Company onincurs ~~loans~~advisory ~~decreased~~fee ~~$2.9~~expenses ~~million~~payable ~~for~~to ~~the~~Webster ~~year~~Bank ~~ended~~pursuant ~~December 31, 2008~~ to ~~$14.1~~the ~~million~~Advisory ~~when~~Agreement ~~compared~~ with ~~$17.0~~Webster ~~million~~Bank for ~~the~~services ~~year~~that ~~ended~~Webster ~~December 31,~~Bank renders ~~2007~~on ~~due~~the toCompany’s ~~lower~~behalf. ~~average~~Advisory ~~mortgage~~fees ~~loan~~for ~~balances~~each ~~and an increase in adjustable rate loans as a percentage~~ of the ~~overall~~years ~~portfolio~~ended ~~composition. At~~ December 31, ~~2008~~2010, ~~approximately~~2009, ~~41.9%~~and of2008 ~~the~~were ~~Company’s~~$0.2 ~~portfolio~~million. ~~was~~For ~~comprised~~2011, ofadvisory ~~adjustable~~fees ~~rate~~are ~~loans~~not asexpected ~~compared~~ to ~~37.0%~~vary atsignificantly ~~December 31,~~from ~~2007~~2010 levels.

~~Included~~General inand ~~interest~~administrative ~~income~~expenses ~~from~~consisted ~~loans~~primarily isof aaudit ~~reduction~~fees, ~~for~~exchange ~~loan~~listing ~~servicing~~ fees ~~that~~and ~~Webster~~other ~~Bank~~shareholder ~~retains~~costs. ~~Servicing~~Total ~~fees~~general ~~are~~and administrative ~~based~~expenses ~~upon~~were an$0.2 ~~annual rate of (i) 8 basis points for fixed-rate loan servicing and collection~~million, ~~(ii) 8~~$0.1 ~~basis~~million ~~points for adjustable-rate loan servicing~~ and ~~collection,~~$0.2 ~~and~~million ~~(iii) 5 basis points~~ for ~~all~~the ~~other~~years ~~services~~ended ~~to be provided~~December 31, ~~as needed~~2010, in2009 ~~each~~and ~~case~~2008, ~~based on the daily outstanding balances of all the Company’s loans for which Webster Bank is responsible~~respectively. ~~Loan~~Audit ~~servicing~~ fees were approximately $~~136~~41.0 thousand,~~619,~~ $~~200,467~~30.0 thousand and $~~240,092~~33.6 thousand for the years ended December 31, ~~2009~~2010, ~~2008~~2009 and ~~2007~~2008, respectively. ~~The decrease in loan servicing fees for 2009 and 2008 was consistent with a decrease in the average loan balances outstanding.~~

Financial Condition

The Company had total assets of $131.6 million and $157.9 million at December 31, 2010 and 2009, respectively. The decrease in total assets of $26.3 million is primarily due to a $26.7 million decrease in the balance of outstanding residential mortgage loans to $124.2 million at December 31, 2010 primarily as compared to $150.9 million at December 31, 2009. The decrease in residential mortgage loans outstanding is due to $26.0 million in repayments and a reclass of $0.6 million to other real estate owned (“OREO”).

Shareholder’s equity decreased $27.0 million to $130.6 million at December 31, 2010 from $157.6 million at December 31, 2009, due to the $27.0 million return of capital distribution to Webster Bank, and the $6.1 million in common and preferred dividends offset by $6.1 million of net income for the year ended December 31, 2010.

Interest income on short-term investments decreased $1.9 million for the year ended December 31, 2008 to $0.5 million when compared with $2.4 million for the year ended December 31, 2007 due to lower average interest-bearing deposit balances and a decline in the average yield of 236 basis points. The decrease in the average balance and average yield is directly related to the reduction of all interest bearing deposits held by the Company during 2008. As of December 31, 2009 and 2008, there were no interest bearing deposits held by the Company as compared to $51.0 million held at December 31, 2007. For the year ended December 31, 2009, there was no interest income on interest bearing deposits due to the reduction of all interest bearing deposit holdings.

Interest income is affected by changes in both volume and interest rates. Volume changes are caused by increases or decreases during the year in the level of average interest-earning assets. Rate changes result from increases or decreases in the yields earned on assets. The following table presents for each of the last two years, a summary of the changes in interest income resulting from changes in the volume of average asset balances and changes in the average yields compared with the preceding year. If significant, the change in interest income due to both volume and rate has been prorated between the volume and the rate variances based on the dollar amount of each variance.

	Years ended December 31,2009 v. 2008						Years ended December 31,2008 v. 2007
	Increase (decrease) due to						Increase (decrease) due to
(In thousands)	Rate		Volume		Total		Rate			Volume		Total
Interest on interest-earning assets:
Loans, net	$	(1,165)	$	(4,187)	$	(5,352)	$	(118	)	$	(2,764)	$	(2,882)
Interest-bearing deposits		-		(490)		(490)		(809	)		(1,116)		(1,925)
Net change in net interest income	$	(1,165)	$	(4,677)	$	(5,842)	$	(927)		$	(3,880)	$	(4,807)

Non-Interest Expenses

The Company incurs advisory fee expenses payable to Webster Bank pursuant to an advisory agreement with Webster Bank for services that Webster Bank renders on the Company’s behalf. Advisory fees for the years ended December 31, 2009, 2008, and 2007 were $216,250, $205,000 and $205,000, respectively. For 2010, advisory fees are not expected to vary significantly from 2009 levels.

General and administrative expenses consisted primarily of audit fees, exchange listing fees and other shareholder costs. Total general and administrative expenses were $121,969, $167,044 and $117,906 for the years ended December 31, 2009, 2008 and 2007, respectively. Audit fees were approximately $30,000, $33,600 and $32,000 for the years ended December 31, 2009, 2008 and 2007, respectively.

Financial Condition

The Company had total assets of $157.9 million and $197.2 million at December 31, 2009 and 2008, respectively. The decrease in total assets of $39.3 million is primarily due to a $36.8 million decrease in the balance of outstanding residential mortgage loans to $150.9 million at December 31, 2009 as compared to $187.7 million at December 31, 2008. The decrease in residential mortgage loans outstanding is due to $36.4 million in repayments and a $0.3 million provision for loan losses.

Shareholders’ equity decreased $39.4 million to $157.6 million at December 31, 2009 from $197.0 million at December 31, 2008, due to the $39.0 million return of capital distribution to Webster Bank, the $8.6 million in common and preferred dividends offset by $8.2 million of net income for the year ended December 31, 2009.

Cash

At December 31, ~~2009~~2010 and ~~December 31~~2009, ~~2008,~~ all cash balances of the Company were held in deposit accounts at Webster Bank.

Loans

A summary of the Company’s residential mortgage loans by original maturity at December 31, for the last five years follows:


(In thousands)	2010			2009			2008			2007			2006
Fixed-rate loans:
15 yr. loans	$	4,117		$	5,774		$	7,591		$	26,465		$	29,401
20 yr. loans		2,419			3,864			5,991			6,610			6,652
25 yr. loans		1,921			2,272			3,029			3,140			2,857
30 yr. loans		66,523			77,289			93,329			136,124			198,172

Total fixed-rate loans		74,980			89,199			109,940			172,339			237,082


Adjustable-rate loans:
15 yr. loans		184			854			438			547			877
20 yr. loans		109			117			557			594			559
25 yr. loans		338			390			444			487			1,012
30 yr. loans		49,693			61,849			77,704			99,700			133,265

Total adjustable-rate loans		50,324			63,210			79,143			101,328			135,713

Premiums and deferred costs on loans, net		560			693			796			967			1,428

Residential mortgage loans		125,864			153,102			189,879			274,634			374,223
Less: allowance for loan losses		(1,714	)		(2,183	)		(2,183	)		(1,772	)		(2,022	)


Residential mortgage loans, net	$	124,150		$	150,919		$	187,696		$	272,862		$	372,201

Contractual maturities of the Company’s residential mortgage loans by category at December 31, 2010:


	Contractual Maturity of
(In thousands)	One Year or Less		More than One to Five Years		More than Five Years		Total
Fixed-rate loans:
15 yr. loans	$	-	$	657	$	3,460	$	4,117
20 yr. loans		-		-		2,419		2,419
25 yr. loans		-		-		1,921		1,921
30 yr. loans		-		35		66,488		66,523

Total fixed-rate loans		-		692		74,288		74,980

Adjustable-rate loans:
15 yr. loans		-		31		153		184
20 yr. loans		60		-		49		109
25 yr. loans		-		41		297		338
30 yr. loans		-		78		49,615		49,693

Total adjustable-rate loans		60		150		50,114		50,324

Total residential mortgage loans (*)	$	60	$	842	$	124,402	$	125,304

(*)	The contractual maturities are expected gross receipts from borrowers. The balances of the contractual maturities reflected in the table presented above do not include $0.5 million in net unamortized premiums and $0.1 million in net deferred costs.

Loans

A summary of the Company’s residential mortgage loans by original maturity for the last five years follows:

	As of December 31,
(In thousands)	2009			2008			2007			2006			2005
Fixed-rate loans:
15 yr. loans	$	5,774		$	7,591		$	26,465		$	29,401		$	50,842
20 yr. loans		3,864			5,991			6,610			6,652			7,218
25 yr. loans		2,272			3,029			3,140			2,857			3,718
30 yr. loans		77,289			93,329			136,124			198,172			232,742
Total fixed-rate loans		89,199			109,940			172,339			237,082			294,520
Adjustable-rate loans:
15 yr. loans		854			438			547			877			666
20 yr. loans		117			557			594			559			1,241
25 yr. loans		390			444			487			1,012			1,183
30 yr. loans		61,849			77,704			99,700			133,265			89,951
Total adjustable-rate loans		63,210			79,143			101,328			135,713			93,041
Premiums and deferred costs on loans, net		693			796			967			1,428			2,597
Total residential mortgage loans		153,102			189,879			274,634			374,223			390,158
Less: allowance for loan losses		(2,183	)		(2,183	)		(1,772	)		(2,022	)		(2,022	)
Residential mortgage loans, net	$	150,919		$	187,696		$	272,862		$	372,201		$	388,136

Contractual maturities of the Company’s residential mortgage loans by category at December 31, 2009:

	Contractual Maturity
(In thousands)	One Yearor Less		More thanOne toFive Years		More thanFive Years		Total
Fixed-rate loans:
15 yr. loans	$	4	$	1,122	$	4,648	$	5,774
20 yr. loans		-		5		3,859		3,864
25 yr. loans		-		-		2,272		2,272
30 yr. loans		-		45		77,244		77,289
Total fixed-rate loans		4		1,172		88,023		89,199
Adjustable-rate loans:
15 yr. loans	$	-	$	41	$	813		854
20 yr. loans		-		63		54		117
25 yr. loans		-		58		332		390
30 yr. loans		-		98		61,751		61,849
Total adjustable-rate loans		-		260		62,950		63,210
Total residential mortgage loans	$	4	$	1,432	$	150,973	$	152,409

The contractual maturities are expected gross receipts from borrowers. The balances of the contractual maturities reflected in the table previously presented do not include $509,458 in net unamortized premiums and $183,357 in net deferred costs.

Concentration of Credit Risk

Concentration of credit risk generally arises with respect to the loan portfolio when a number of borrowers engage in similar business activities or activities in the same geographical region. Concentration of credit risk indicates the relative sensitivity of the Company’s performance to both positive and negative developments affecting a particular industry. The balance sheet exposure to geographic concentrations directly affects the credit risk of the Company’s residential real estate loans. The majority of the Company’s residential real estate loans are concentrated in the state of Connecticut. Adverse conditions that affect the state of Connecticut could adversely affect the Company’s operations.

Asset Quality

All loans held by the Company were originated by Webster Bank in the ordinary course of its real estate lending activities. As such, the Company’s asset quality is dependent upon Webster Bank’s ability to maintain adequate underwriting standards. ~~At December 31, 2009~~ and ~~2008,~~to ~~the~~manage ~~loan~~non-performing ~~portfolio was comprised of residential real estate loans~~assets. No loans were acquired by the Company from Webster Bank for the years ended December 31, ~~2009~~ 2010 and ~~2008~~2009. ~~For~~At ~~the year ended~~ December 31, ~~2008,~~2010 ~~there~~and ~~were~~2009, ~~$46.4~~the ~~million~~loan portfolio inwas ~~loans~~comprised ~~transferred~~solely byof ~~the~~residential ~~Company~~real toestate ~~Webster Bank~~loans.

Non-performing assets, including impaired and ~~restructured~~modified loans, ~~loan~~delinquent loans ~~delinquency~~ and ~~credit~~loan losses are considered to be key measures of asset quality. Asset quality is one of the key factors in the determination of the level of the allowance for loan losses. See “Allowance for Loan Losses” contained elsewhere within this section for further information on the allowance.

~~Nonperforming~~Non-performing Assets

The following table ~~details~~summarizes the Company’s ~~nonperforming~~non-performing assets and related asset quality information for the last five years:

Nonperforming Loans


	At December 31,
(Dollars in thousands)	2010			2009			2008			2007			2006
Loans accounted for on a non-accrual basis, net:
Residential fixed-rate loans	$	2,902		$	3,919		$	448		$	379		$	-
Residential adjustable-rate loans		2,699			1,614			375			470			211

Total non-performing loans		5,601			5,533			823			849			211
Other real estate owned		241			-			-			-			-

Total non-performing assets	$	5,842		$	5,533		$	823		$	849		$	211
Allowance for loan losses		1,714			2,183			2,183			1,772			2,022
Allowance for loan losses as a percent of non-performing loans		30.60	%		39.45	%		265.25	%		208.72	%		958.29	%
Allowance for loan losses as a percent of total loans		1.36			1.43			1.15			0.65			0.54

	As of December 31,
(Dollars in thousands)	2009			2008			2007			2006			2005
Loans accounted for on a nonaccrual basis:
Residential fixed-rate loans	$	4,131		$	448		$	379		$	-		$	-
Residential adjustable-rate loans		1,614			375			470			211			97
Total nonperforming loans	$	5,745		$	823		$	849		$	211		$	97
Allowance for loan losses	$	2,183		$	2,183		$	1,772		$	2,022		$	2,022
Allowance / nonperforming loans		38.00	%		265.25	%		208.72	%		958.29	%		2,084.54	%
Allowance / total mortgage loans		1.43			1.15			0.65			0.54			0.52

It is the Company’s policy that all loans 90 or more days past due are placed in non-accruing status. When residential loans are placed on non-accrual status the accrual of interest is discontinued and unpaid accrued interest is reversed and charged against interest income. At December 31, 2010, non-performing loans were $5.6 million, representing 4.5% of gross loans as compared to $5.5 million at December 31, 2009, representing 3.6% of gross loans. Interest on non-accrual loans that would have been recorded as additional interest income for the years ended December 31, 2010, 2009 and 2008 had the loans been current in accordance with their original terms approximated $120.8 thousand, $160.7 thousand and $19.0 thousand, respectively. The level of loans placed in non-accruing status at December 31, 2010 and 2009 is directly related to the economic environment and its impact on consumers in the communities in which the Company holds assets.

It18 is the Company’s policy that all loans 90 or more days past due are placed in non-accruing status. At December 31, 2009, non accruing loans were $5.7 million compared to $0.8 million at December 31, 2008, an increase of $4.9 million. This increase is directly related to the slow economic environment and its impact on consumers in the communities in which the Company holds assets.

~~Loan~~Delinquent ~~Delinquencies~~Loans

The following table sets forth information on the Company’s delinquent loans, past due 30-89 days and still accruing for the last five years:

30-89 Still Accruing (In thousands)	As of December 31,
	At December 31,
	2009		2008			2007			2006		2005
	2010							2009						2008					2007					2006
Past due 30-89 days:
(In thousands)	PrincipalBalance			% ofLoans				PrincipalBalance			% ofLoans			PrincipalBalance		% ofLoans			PrincipalBalance		% ofLoans			PrincipalBalance		% ofLoans
Residential fixed-rate loans	$	1,942	$	2,923		$	462		$	204	$	723
Past due 30-89 days:
Residential adjustable-rate loans		660		1,862			491			250		539
Residential fixed-rate loans	$	530			0.42	%		$	1,942			1.27	%	$	2,923		1.54	%	$	462		0.17	%	$	204		0.05	%
Total	$	2,602	$	4,785		$	953		$	454	$	1,262
Residential adjustable-rate loans		389			0.31				660			0.43			1,862		0.98			491		0.18			250		0.07
Total past due 30-89 days and still accruing	$	919			0.73	%		$	2,602			1.70	%	$	4,785		2.52	%	$	953		0.35	%	$	454		0.12	%

Loans past due for 30-89 days and still accruing decreased by $21.27 million to $20.69 million at December 31, ~~2009~~ 2010 compared to $42.86 million at December 31, ~~2008~~2009.

Impaired Loans

The Company, through its servicing agreement with Webster Bank, individually reviews loans not expected to be collected in accordance with the original terms of the contractual agreement for impairment. ~~based~~A onloan is deemed impaired when the contractual amounts of principal and interest are not expected to be collected in accordance with the contractual provisions. The amount of impairment is calculated using the fair value of expected cash flows or collateral, in accordance with the most likely means of recovery. A specific valuation allowance is established equal to the calculated amount of impairment. At December 31, ~~2009~~2010, impaired loans totaled $6.0 million, including loans of $5.7 million with specific reserves of $0.6 million, as compared with impaired loans totaling $3.25 million, including loans of $1.6 million with anspecific ~~impairment~~reserves ~~allowance~~ of $0.3 million, at December 31, 2009. ~~There~~Of the $6.0 million in impaired loans at December 31, 2010, $5.7 million were nomeasured using the present value of expected cash flows and $0.3 million were measured using the fair value of associated collateral. Of the $3.5 million in impaired loans at December 31, 2009, $2.8 ~~2008~~million were measured using the present value of expected cash flows and $0.7 million were measured using the fair value of associated collateral. The increase in impaired loans is the result of an increase in troubled debt restructurings (“TDRs”). The majority of TDRs remain in the impaired population for the remaining life of the loan.

~~The~~Any ~~following~~impaired ~~table~~loan ~~summarizes~~for ~~impaired~~which ~~loans~~no specific asvaluation ofallowance was necessary at December 31, ~~2009~~2010 is the result of either sufficient cash flow or sufficient collateral coverage, or previous charge off amounts that reduced the book value of the loan to an amount equal to or below the fair value of the collateral.

	As of December 31, 2009
(In thousands)	WithSpecificReserves		WithoutReserves		Total
Loans impaired and still accruing
Fixed-rate residential loans	$	208	$	357	$	565
Adjustable-rate residential loans		-		349		349
Total loans impaired and still accruing	$	208	$	706	$	914
Loans impaired and not accruing
Fixed-rate residential loans	$	1,074	$	1,235	$	2,309
Total loans impaired and not accruing	$	1,074	$	1,235	$	2,309
Total impaired loans	$	1,282	$	1,941	$	3,223

To the extent that the recovery of a loan balance is collateral dependent, the Company obtains an independent appraisal. The appraised value is reduced for selling costs and additional discounts for historical experience with foreclosed real estate and repossessed asset sales, if necessary, to determine the estimated fair value of the collateral. The fair value is then compared to the loan balance. Any shortfall in fair value is charged against the allowance for loan losses in the month the related appraisal is received. Since the fair value of the collateral considers selling costs and adjustments for historical experience with foreclosed real estate and repossessed asset sales, charge offs may be incurred that reduce a loan balance below appraised value. Accordingly, amounts are charged off to bring the loan balance to fair value. No partial or excess charge offs occur. The loan remains on

~~Troubled~~19 ~~Debt Restructures~~

ATable loan whose terms have been modified due to the financial difficulties of a borrower is reported by the Company as a troubled debt restructure (“TDR”). All TDRs are placed on non-accrual status until the loan qualifies for return to accrual status. Loans qualify for return to accrual status once they have demonstrated performance with the restructured terms of the loan agreement for a minimum of six months. TDRs are by definition impaired loans and have been reported within the impaired loan categories in the preceding table. In accordance with the Company’s credit risk policy, loans or portions of loans are charged off against the allowance for loan losses when deemed by management to be uncollectible. At December 31, 2009 the Company had TDR’s that total $2.6 million. Thirteen loans were restructured during 2009. At December 31, 2009, nine TDR loans totaling $1.7 million were on non-accrual and four TDR loans totaling $0.9 million were current and accruing. For the year ended December 31, 2009, the Company recognized $26,599 in TDR charge-offs. There were no TDRs as of December 31, 2008 and 2007. Contents

non-performing status subsequent to recording a charge off. Non-performing loans, which have not been modified, may qualify to return to performing status if unpaid interest is less than 90 days past due and there is no potential for future loss of the outstanding principal. Generally, if the loan has been modified, payment must be received under the new terms for a period of no less than six months before returning to performing status.

Updated appraisals are obtained for a collateral dependent loan upon a borrower credit event (i.e. renewal or modification) or as part of the foreclosure proceedings. New appraisals may not be ordered if the most recent appraisal was obtained in the past twelve months or the loan amount is under $250.0 thousand or other Financial Institutions Reform Recovery and Enforcement Act (“FIRREA”) acceptable real estate evaluations are permitted. The twelve month timeframe reflects the Company’s desire to obtain an appraisal as close to the foreclosure date, as possible, to ensure compliance with the court’s guidelines, which generally require appraisals not more than 30-90 days old. Appraisals, which are performed by independent, licensed appraisers, are requested by the Appraisal Department. A licensed in-house appraisal officer or qualified reviewer reviews the appraisals when there is significant decline in property value, for all foreclosed properties, for loans greater than 180 days past due and for loans over a threshold of $0.4 million. Webster’s appraisal officer reviews the appraisal for compliance with FIRREA and the Uniform Standards of Professional Appraisal Practice.

In the ordinary course of monitoring all loans, information may come to the Company’s attention that indicates the collateral value has declined further from the value established in the most recent appraisal. Such information may include prices on recent comparable property sales or internet based property valuation estimates. In cases where this other information is deemed reliable, and the impact of a further reduction in collateral value would result in a further loss to the Company, an increase to the allowance for loan losses is recorded to reflect the additional estimated collateral shortfall in the period it was identified. A charge-off is recorded when the shortfall is subsequently verified by an appraisal.

The following table summarizes impaired loans as follows:


(In thousands)	At December 31, 2010
(In thousands)	Recorded Investment		Unpaid Principal Balance		Valuation Allowance		Average Investment in Impaired Loan		Interest Income Recognized
Loans without a specific valuation allowance:
Fixed-rate residential loans	$	329	$	460	$	-	$	963	$	-
Adjustable-rate residential loans		-		-		-		176		-
Loans with a specific valuation allowance:
Fixed-rate residential loans		4,383		4,647		531		2,986		94
Adjustable-rate residential loans		1,333		1,329		33		667		24

Total	$	6,045	$	6,436	$	564	$	4,792	$	118


(In thousands)	At December 31, 2009
(In thousands)	Recorded Investment		Unpaid Principal Balance		Valuation Allowance		Average Investment in Impaired Loan		Interest Income Recognized
Loans without a specific valuation allowance:
Fixed-rate residential loans	$	1,597	$	1,786	$	-	$	799	$	1
Adjustable-rate residential loans		352		349		-		176		-
Loans with a specific valuation allowance:
Fixed-rate residential loans		1,589		1,606		303		795		12
Adjustable-rate residential loans		-		-		-		-		-

Total	$	3,538	$	3,741	$	303	$	1,770	$	13

Troubled Debt Restructurings

A modified loan is considered a TDR when two conditions are met: 1) the borrower is experiencing documented financial difficulty and 2) concessions are made by the Company that would not otherwise be considered for a borrower with similar credit. The most common types of modifications include below market rate reductions and maturity extensions. The Company does not employ modification programs, temporary, or trial periods. Instead, modified terms are dependent upon the financial position and needs of the individual borrower. All modifications are permanent. The modified loan does not revert back to its original terms, even if the modified loan agreement is violated. If the modification agreement is violated, the loan is handled by Webster’s Restructuring and Recovery group for resolution, which may result in foreclosure.

The Company’s policy is to place all TDRs on non-accrual status for a minimum period of six months. All TDRs are initially reported as impaired. The impaired classification may be removed if the borrower demonstrates compliance with the modified terms and the restructuring agreement specifies an interest rate equal to that which would be provided to a borrower with similar credit at the time of restructuring. The majority of TDRs retain that classification for the remaining life of the loan.

At December 31, 2010 and 2009, the allowance for loan losses included specific reserves related to TDRs of $0.6 million and $0.3 million, respectively. For the years ended December 31, 2010 and 2009, the Company charged off $165.2 thousand and $26.6 thousand for the portion of TDRs deemed to be uncollectible. At December 31, 2010 and 2009, there were no commitments to lend any additional funds to debtors in TDR status.

The following table summarizes TDR loans for the last five years:


(In thousands)	At December 31,
(In thousands)	2010		2009		2008		2007		2006
Fixed-rate residential loans	$	3,832	$	2,216	$	-	$	-	$	-
Adjustable-rate residential loans		1,296		349		-		-		-

Total TDR loans	$	5,128	$	2,565	$	-	$	-	$	-

The increase in TDRs reflect the impact on the Company of Webster’s expansion of mortgage assistance programs to keep borrowers in their homes. With regard to modifications of the loans, borrowers are required to occupy the home collateralizing the loan as their principal residence, to act in good faith and evidence intent to stay current on their loan, and provide evidence of sufficient income to support modified mortgage payments. At December 31, 2010, 48.4% of TDRs were on accrual status. This compares to 35.6% at December 31, 2009. This improved ratio reflects the ongoing success of the Company’s loan modification efforts. See Note 2 – Residential Mortgage Loans, Net in the Notes to Financial Statements for a discussion of the amount of modified loans, modified loan characteristics and management’s evaluation of the success of its modification efforts.

Allowance for Loan Losses

~~The~~An allowance for loan losses, isin ~~maintained~~the atjudgment aof ~~level~~management, ~~estimated~~is bynecessary ~~management~~ to provide for ~~probable~~estimated loan losses inherent in the loan portfolio. ~~Probable~~The allowance for loan losses ~~are~~includes ~~estimated~~allowance ~~based~~allocations calculated ~~upon~~in aaccordance ~~quarterly~~with ~~review~~FASB ASC Topic 310, “Receivables” and allowance allocations calculated in accordance with FASB ASC Topic 450, “Contingencies.” The level of the ~~loan~~allowance ~~portfolio~~reflects management’s continuing evaluation of industry concentrations, ~~past~~specific credit risks, loan loss experience, ~~specific~~current ~~problem~~loan ~~loans~~portfolio quality, present economic, ~~conditions~~political and ~~other~~regulatory ~~pertinent~~conditions ~~factors~~and ~~which,~~unidentified losses inherent in ~~management’s~~the ~~judgment~~current loan portfolio, ~~deserve~~as well ~~current~~as ~~recognition~~trends in ~~estimating~~the ~~loan losses~~foregoing. InPortions ~~assessing~~of the allowance may be allocated for specific ~~risks~~credits; ~~inherent in~~however, the ~~portfolio~~entire allowance is available for any credit that, in management’s ~~takes~~judgment, ~~into~~should ~~consideration~~be charged off. The provision for loan losses reflects loan quality trends, including the ~~risk~~levels of ~~loss~~and ontrends ~~nonaccrual~~related to non-accrual loans, ~~criticized~~past due loans, ~~and~~potential ~~watch~~problem ~~list~~ loans, ~~including~~criticized anloans ~~analysis~~and ofnet ~~the~~charge-offs ~~collateral~~or ~~for~~recoveries, ~~such~~among ~~loans~~other factors. While

Management considers the adequacy of the allowance for loan losses a critical accounting policy. The adequacy of the allowance for loan losses is subject to judgment in its determination. Actual loan losses could differ materially from management’s estimate if actual loss factors and conditions differ significantly from the assumptions utilized. These factors and conditions include the general economic conditions within the Company’s market as well as trends within real estate values, interest rates and the financial condition of individual borrowers. While management believes the allowance for loan losses is adequate as of December 31, 2009, actual results may prove different and these differences could be significant.

Webster Bank’s Credit Risk Management Committee, in its role as advisor to the Company, meets on a quarterly basis to review and conclude on the adequacy of the allowance. The results are presented to and reviewed by management of the Company.

At December 31, 2009, the allowance for loan losses was $2.2 million, or 1.4% of the total residential mortgage loan portfolio, and 38.0% of total non-performing loans. This compares with an allowance of $2.2 million or 1.2% of the total loan portfolio, and 265.3% of total non-performing loans at December 31, 2008. Gross charge-offs for the year ended December 31, 2009 were $0.3 million, an increase of $0.3 million when compared to charge-offs of $9,000 for the year ended December 31, 2008. The increase in charge-off activity reflects the focus on non-accrual resolution and updated valuations of non-performing loans for the year ended December 31, 2009. During the fourth quarter of 2009, the Company began to experience a level of stabilization within the residential portfolio as noted by the decline in loans past due 30-89 days. Due to these trends and a detailed review of the underlying portfolio, management concluded that a provision for loan loss equal to net charge-offs would result in an ending allowance reflective of the inherent losses in the portfolio. For the quarter ended December 31, 2009, the Company reduced the provision by $0.4 million to reach the level of the required reserve.

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

	Years Ended December 31,
(In thousands)	2009			2008			2007			2006		2005
Balance at beginning of the year	$	2,183		$	1,772		$	2,022		$	2,022	$	2,022
Provision for loan losses		267			420			(250	)		-		-
Charge-offs		(267	)		(9	)		-			-		-
Balance at end of the year	$	2,183		$	2,183		$	1,772		$	2,022	$	2,022

Liquidity and Capital Resources

The primary sources of liquidity for the Company have historically been principal and interest payments from the residential mortgage loans and mortgage-backed securities portfolios. The primary uses of liquidity are typically 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

bymanagement ~~factors~~utilizes ~~such~~its asbest ~~general~~judgment ~~interest~~and ~~rates~~information available, ~~economic~~the ~~conditions~~ultimate ~~and~~adequacy ~~competition. One~~ of the ~~inherent~~allowance ~~risks~~is ofdependent ~~investing~~upon ina ~~loans~~variety ~~and~~of ~~mortgage-backed~~factors ~~securities~~beyond is the ~~ability~~Company’s ofcontrol, ~~such~~including ~~instruments~~the toperformance ~~incur prepayments~~ of ~~principal~~the ~~prior~~Company’s toloan ~~maturity~~portfolio, atthe ~~prepayment~~economy, ~~rates~~changes ~~different~~in ~~than~~interest ~~those~~rates ~~estimated~~and at the ~~time~~view of ~~purchase.~~the ~~This~~regulatory ~~generally~~authorities ~~occurs~~toward ~~because~~loan ~~of changes in market interest rates~~classifications.

~~Dividends~~Management onconsiders the ~~Series~~adequacy Bof ~~Preferred~~the ~~Stock~~allowance ~~are~~for ~~payable~~loan atlosses ~~the~~a ~~rate~~critical ofaccounting 8policy.~~625% per~~ ~~annum~~The ~~(an~~adequacy ~~amount~~of ~~equal~~the toallowance ~~$0.8625~~for ~~per~~loan ~~annum~~losses ~~per~~is ~~share),~~subject to judgment in ~~all~~its ~~cases~~determination. Actual loan ~~if,~~losses ~~when~~could ~~and~~differ asmaterially ~~declared~~from bymanagement’s ~~the~~estimate ~~Board~~if ofactual ~~Directors~~loss offactors ~~the~~and ~~Company.~~conditions ~~Dividends~~differ onsignificantly from the ~~preferred~~assumptions ~~shares~~utilized. ~~are~~These ~~cumulative~~factors and, ifconditions ~~declared,~~include ~~payable~~the ongeneral ~~January 15, April 15, July 15~~economic ~~and~~conditions ~~October 15~~within inthe ~~each year. The~~ Company’s ~~periodically~~market ~~makes~~as ~~dividend~~well ~~payments~~as ontrends ~~its~~within ~~common~~real ~~stock~~estate invalues, ~~accordance~~interest ~~with~~rate ~~Company~~and ~~by-laws.~~the ~~Common~~financial ~~stock~~condition ~~dividends~~of ~~are~~individual ~~paid~~borrowers. toWebster ~~comply~~Bank’s ~~with~~Credit ~~REIT~~Risk ~~qualification~~Management ~~rules.~~committee, ~~REIT~~in ~~qualification~~its ~~rules~~role ~~require~~as ~~that~~advisor atto ~~least~~the ~~90%~~Company, ofmeets ~~net~~on ~~taxable~~a ~~income~~quarterly ~~for~~basis ~~the~~to review ~~year~~and beconclude ~~distributed~~on tothe ~~shareholders.~~adequacy ~~Continued~~of ~~prepayments~~the inallowance. ~~2008~~The ~~and~~results ~~2009~~are ~~resulted~~presented into ~~increased~~and ~~cash~~reviewed ~~levels~~by ~~for~~management of the Company. InWhile ~~2008~~management ~~and~~believes ~~2009,~~the ~~WPCC~~allowance ~~declared~~for ~~return~~loan oflosses ~~capital~~is ~~dividends~~adequate inas ~~order~~of toDecember 31, ~~return~~2010, aactual ~~portion~~results ofmay ~~the~~prove different ~~available~~and ~~cash~~these todifferences ~~the Company’s~~could ~~common~~be ~~shareholder~~significant.

At December 31, 2010, the allowance for loan losses was $1.7 million, or 1.4% of the total residential mortgage loan portfolio, and 30.6% of total non-performing loans. This compares with an allowance of $2.2 million or 1.4% of the total residential loan portfolio, and 38.0% of total non-performing loans at December 31, 2009. Gross charge-offs for the year ended December 31, 2010 were $0.5 million, an increase of $0.2 million when compared to charge-offs of $0.3 million for the year ended December 31, 2009. The increase in charge-off activity reflects the focus on non-accrual resolution and updated valuations of non-performing loans. The decrease in the allowance for loan losses year over year is in line with the Company’s focus on non-accrual resolution and the decline in total residential mortgage loan portfolio.

Allowance for loan losses activity follows:


	Years Ended December 31,
(In thousands)	2010			2009			2008			2007			2006
Balance at beginning of the year	$	2,183		$	2,183		$	1,772		$	2,022		$	2,022
Provision (credit) for loan losses		-			267			420			(250	)		-
Charge-offs		(469	)		(267	)		(9	)		-			-

Balance at end of the year	$	1,714		$	2,183		$	2,183		$	1,772		$	2,022

Liquidity and Capital Resources

The primary sources of liquidity for the Company are principal and interest payments from the residential mortgage loans. The primary uses of liquidity are typically purchases of residential mortgage loans and the payment of dividends on the common and preferred stock.

While scheduled loan amortization and interest-bearing deposits are predictable sources of funds, loan 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 is the ability of such instruments to incur prepayments of principal prior to maturity at prepayment rates different than those estimated at the time of purchase. This generally occurs because of changes in market interest rates.

Dividends on the Series B Preferred Stock are payable at the rate of 8.625% per annum (an amount equal to $0.8625 per annum per share), in all cases if, when and as declared by the Board of Directors of the Company. Dividends on the preferred shares are cumulative and, if declared, payable on January 15, April 15, July 15 and October 15 in each year. The Company periodically makes dividend payments on its common stock in accordance with Company by-laws. Common stock dividends are paid to comply with REIT qualification rules. REIT qualification rules require that at least 90% of net taxable income for the year be distributed to shareholders. Continued prepayments in 2010 and 2009 resulted in increased cash levels for the Company. In 2010 and 2009, WPCC declared return of capital dividends in order to return a portion of the available cash to its common shareholder.

In the event that principal and interest payments on its mortgage assets are insufficient to meet its operating needs, the Company has the ability to raise additional funds. The Company’s residential mortgage loans are underwritten to meet secondary market requirements and could be sold or securitized as mortgage-backed securities and used as borrowing collateral.

Asset/Liability Management and Market Risk

As the majority of the Company’s assets are sensitive to changes in interest rates, the most significant form of market risk is interest rate risk. The primary goal of managing this risk is to maximize net income (short-term risk) and net economic value (long-term risk) over time in changing interest rate environments. An effective asset/liability management process must balance the risks and rewards from both short and long-term interest rate risks in determining management strategy and action.

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. Webster Bank, in its role as advisor to the Company, uses a ~~sophisticated~~ mortgage prepayment modeling system to ~~estimate~~ 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. Webster Bank prepares estimates of ~~the~~ 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.

Both Webster Bank and the Company are 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 adjustable-rate, interest-sensitive instruments, which represent primarily adjustable-rate mortgage loans, may change due to changes in quoted interest-rate indices. The adjustable-rate mortgage loans generally re-price 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 December 31, ~~2009~~2010, 4140.52% of the Company’s residential mortgage loans were adjustable-rate loans, compared to 41.95% at December 31, ~~2008~~2009.

The following table summarizes the estimated fair values of the Company’s interest-sensitive assets at December 31, ~~2009~~2010 and ~~2008~~2009, and the projected change to fair values if interest rates instantaneously increase or decrease by 100 basis points. The Company had no interest-sensitive liabilities at December 31, 2010 and 2009. Loans are presented in the following table gross of the allowance for loan losses and exclude premiums and deferred costs as these components are not interest-sensitive assets.: ~~The Company had no interest-sensitive liabilities at December 31, 2009 and 2008.~~


					Estimated Market Value Impact
(In thousands)	Book Value		Fair Value		-100 BP		+100 BP
At December 31, 2010
Fixed-rate residential loans	$	74,980	$	76,171		N/A	$	(2,418	)
Adjustable-rate residential loans		50,324		50,669		N/A		(467	)

	$	125,304	$	126,840			$	(2,885	)

At December 31, 2009
Fixed-rate residential loans	$	89,199	$	88,360		N/A	$	(4,016	)
Adjustable-rate residential loans		63,210		63,129		N/A		(619	)

	$	152,409	$	151,489			$	(4,635	)

					Estimated Market Value Impact
(In thousands)	Amortized Cost		Fair Value		-100 BP	+100 BP
At December 31, 2009
Fixed-rate residential loans	$	89,199	$	88,360	N/A	$	(4,016	)
Adjustable-rate residential loans		63,210		63,129	N/A		(619	)
	$	152,409	$	151,489		$	(4,635	)
At December 31, 2008
Fixed-rate residential loans	$	109,940	$	102,801	N/A	$	(3,669	)
Adjustable-rate residential loans		79,143		74,004	N/A		(786	)
	$	189,083	$	176,805		$	(4,455	)

Interest-sensitive assets, when shocked by a plus 100 basis point rate change, results in an unfavorable $2.9 million, or 2.3% change in 2010, compared to an unfavorable $4.6 million, or 3.1%, change in 2009. As the federal funds rate was at 0.25% on December 31, 2010, the -100 basis point scenario has been excluded.

~~Interest-sensitive~~Based ~~assets,~~on ~~when~~the ~~shocked~~Company’s byasset/liability amix ~~plus~~at ~~100~~December 31, ~~basis~~2010, ~~point~~management ~~rate~~estimates ~~change,~~that ~~results~~a ingradual an200 ~~unfavorable~~basis ~~$4.6~~point ~~million,~~increase ~~or 3.1%~~in ~~change~~interest inrates would ~~2009,~~increase ~~compared~~net toincome anover ~~unfavorable~~the ~~$4.5~~next ~~million,~~twelve ormonths by 2.36%~~, change in 2008~~.

~~Based~~These onassumptions ~~the~~are ~~Company’s~~inherently ~~asset/liability~~uncertain ~~mix~~and, atas a result, the simulation ~~December 31~~analyses cannot precisely estimate the impact that higher or lower rate environments will have on net income. Actual results will differ from simulated results due to timing, ~~2009~~magnitude and frequency of interest rate changes, ~~management~~changes ~~estimates~~in ~~that~~cash aflow patterns ~~gradual~~and ~~200~~market ~~basis~~conditions, ~~point~~as ~~increase~~well as changes in ~~interest~~management’s ~~rates~~strategies. ~~would~~Based ~~increase~~upon ~~net~~review ~~income~~of ~~over~~the work performed by Webster Bank, management believes that the ~~next~~Company’s ~~twelve~~interest-rate ~~months~~risk byposition 2at December 31, 2010 represents a reasonable level of risk.~~7%.~~

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 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. Based upon review of the work performed by Webster Bank, management believes that the Company’s interest-rate risk position at December 31, 2009 represents a reasonable level of risk.

Impact of Inflation and Changing Prices

The financial statements and related data presented herein have been prepared in accordance with U.S. generally accepted accounting principles, which require the measurement of financial position and operating results in terms of historical dollars without considering changes in the relative purchasing power of money over time due to inflation.

Unlike most industrial companies, virtually all of the assets and liabilities of a real estate investment trust are monetary in nature. As a result, interest rates have a more significant impact on a real estate investment trust’s performance than the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or in the same magnitude as the price of goods and services. In the current interest rate environment, the maturity structure of the Company’s assets is critical to the maintenance of acceptable performance levels.

Critical Accounting Policies and Estimates

The accounting and reporting policies followed by the Company conform, in all material respects, to accounting principles generally accepted in the United States and to general practices within the financial services industry. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. While the Company bases estimates on historical experience, current information and other factors deemed to be relevant, actual results could differ from those estimates.

Critical accounting estimates are necessary in the application of certain accounting policies and procedures, and are particularly susceptible to significant change. Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties, and could potentially result in materially different results under different assumptions and conditions. The following describes the accounting policy management believes involves the most complex or subjective decisions or assessments.

Allowance for Loan Losses

Accounting policies related to the allowance for loan losses are considered to be critical, as these policies involve considerable subjective judgment and estimation by management. The allowance for loan losses is a reserve established through a provision for loan losses charged to expense, which represents management’s best estimate of probable losses that have been incurred within the existing Company’s portfolio of loans as of the balance sheet date. The allowance, in the judgment of management, is based on guidance provided in SEC Staff Accounting Bulletin No. 102, “Selected Loan Loss Allowance Methodology and Documentation Issues” and includes amounts calculated in accordance with Accounting Standards Codification (FASB ASC) topic 310, “Receivables” and allowance allocation calculated in accordance with FASB ASC Topic 450, “Contingencies.” The level of the allowance reflects management’s continuing evaluation of industry concentrations, specific credit risks, loan loss experience, current loan portfolio quality, present economic, political and regulatory conditions and unidentified losses inherent in the current loan portfolio, as well as trends in the foregoing. Portions of the allowance may be allocated for specific credits; however, the entire allowance is available for any credit that, in management’s judgment, should be charged off. While management utilizes its best judgment and information available, the ultimate adequacy of the allowance is dependent upon a variety of factors beyond the Company’s control, including the performance of the Company’s loan portfolio, the economy, changes in interest rates and the view of the regulatory authorities toward loan classifications.

The level of the allowance reflects management’s continuing evaluation of industry concentrations, specific credit risks, loan loss experience, current loan portfolio quality, present economic, political and regulatory conditions and unidentified losses inherent in the current loan portfolio, as well as trends in the foregoing. Portions of the allowance may be allocated for specific credits; however, the entire allowance is available for any credit that, in management’s judgment, should be charged off. While management utilizes its best judgment and information available, the ultimate adequacy of the allowance is dependent upon a variety of factors beyond the Company’s control, including the performance of the Company’s loan portfolio, the economy, changes in interest rates and the view of the regulatory authorities toward loan classifications.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Information regarding quantitative and qualitative disclosures about market risk appears under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” under the caption “Asset/Liability Management and Market Risk”.

Item 8. Financial Statements and Supplementary Data

Index to Financial Statements

	Page No.
Report of Independent Registered Public Accounting Firm	25	26
Balance Sheets	27	28
Statements of Income	28	29
Statements of Shareholders’ Equity	29	30
Statements of Cash Flows	30	31
Notes to Financial Statements	31	32

2425

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of

Webster Preferred Capital Corporation:

We have audited the accompanying balance ~~sheet~~sheets of Webster Preferred Capital Corporation (a subsidiary of Webster Bank, N.A.) as of December 31, 2010 and 2009, and the related statements of income, shareholders’ equity, and cash flows for the years ~~year~~ then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our ~~audit~~audits.

We conducted our ~~audit~~audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits ~~audit~~ included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our ~~audit~~audits ~~provides~~provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Webster Preferred Capital Corporation at December 31, 2010 and 2009 and the results of its operations and its cash flows for the ~~year~~years then ended, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

Boston, Massachusetts

~~March~~February 1525, ~~2010~~ 2011

2526

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of

Webster Preferred Capital Corporation:

We have audited the ~~accompanying~~statements ~~balance~~of ~~sheets~~income, shareholder’s equity, and cash flows of Webster Preferred Capital Corporation (a subsidiary of Webster Bank, N.A.) ~~as of December 31, 2008, and~~ (the ~~related~~“Company”) ~~statements of income, shareholders’ equity, and cash flows~~ for ~~each of~~ the ~~years in the two-~~year ~~period~~ ended December 31, 2008. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audit ~~audits~~ in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the ~~financial position of Webster Preferred Capital Corporation as of December 31, 2008, and the~~ results of ~~its~~ operations and ~~its~~ cash flows ~~for~~of ~~each~~Webster ofPreferred ~~the~~Capital ~~years~~Corporation infor the ~~two-~~year ~~period~~ ended December 31, 2008, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Hartford, Connecticut

March 10, 2009

2627

WEBSTER PREFERRED CAPITAL CORPORATION

BALANCE SHEETS

	December 31,
(In thousands, except share and per share data)	~~2009~~2010			~~2008~~2009
Assets
Cash	$	6,~~374~~734		$	86,~~680~~374
Residential mortgage loans		~~153~~125,~~102~~864			~~189~~153,~~879~~102
Allowance for loan losses		(21,~~183~~714	)		(2,183	)
Residential mortgage loans, net		~~150~~124,~~919~~150			~~187~~150,~~696~~919
Accrued interest receivable		575			809
Other real estate owned		241			-
Total assets	$	157,868		$	197,185
Accrued interest receivable		433			575
Liabilities and Shareholders’ Equity
Total assets	$	131,558		$	157,868
Accrued dividends payable	$	180		$	180
Liabilities
Accrued expenses and other liabilities		102			34
Accrued dividends	$	927		$	180
Total liabilities		282			214
Accrued expenses and other liabilities		44			102
Shareholders’ Equity
Total liabilities		971			282
Shareholder’s 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
Authorized – 1,000 shares
Issued and outstanding - 100 shares		1			1
Issued and outstanding – 100 shares		1			1
Paid-in capital		~~159~~132,800			~~198~~159,~~799~~800
Distributions in excess of accumulated earnings		(3,215	)		(2,829	)
Accumulated deficit		(3,214	)		(3,215	)
Total shareholders’ equity		157,586			196,971
Total shareholder’s equity		130,587			157,586
Total liabilities and shareholders’ equity	$	157,868		$	197,185
Total liabilities and shareholder’s equity	$	131,558		$	157,868

See accompanying notes to financial statements.

2728

WEBSTER PREFERRED CAPITAL CORPORATION

STATEMENTS OF INCOME

	Years Ended December 31,
(In thousands, except per share data)	~~2009~~2010		~~2008~~	2009		~~2007~~		2008
Interest income:
Loans, net of servicing fees	$	86,~~775~~487	$	~~14,127~~$	8,775	$	~~17,009~~	$	14,127
Securities and interest-bearing deposits		-		~~490~~	-		~~2,415~~		490
Total interest income		86,~~775~~487		~~14,617~~	8,775		~~19,424~~		14,617
Provision for loan losses		~~267~~-		~~420~~	267		~~(250~~	)	420
Interest income after provision for loan losses		8,508		14,197			19,674
Net interest income after provision for loan losses		6,487			8,508				14,197
Non-interest expenses:
Non-interest expense:
Advisory fee expense paid to parent		216		205			205
Advisory fee expense paid to Parent		220			216				205
Foreclosed property expenses		-16		62	-		-		62
Other expenses		~~122~~174		~~105~~	122		~~118~~		105
Total non-interest expenses		338		372			323
Total non-interest expense		410			338				372
Net income		86,~~170~~077		~~13,825~~	8,170		~~19,351~~		13,825
Preferred stock dividends		863		~~863~~	863		~~863~~		863
Net income available to common shareholder	$	75,~~307~~214	$	~~12,962~~$	7,307	$	~~18,488~~	$	12,962
Basic net income per common share	$	7352,~~079~~148	$	~~129,624~~$	73,079	$	~~184,883~~	$	129,624

See accompanying notes to financial statements.

2829

WEBSTER PREFERRED CAPITAL CORPORATION

STATEMENTS OF SHAREHOLDERS’ EQUITY

(In thousands, except per share data)	PreferredStock		~~CommonStock~~	CommonStock		~~Paid-InCapital~~		Paid-InCapital		~~Distributionsin Excess ofAccumulatedEarnings~~		AccumulatedDeficit		~~Total~~		Total
Balance, December 31, 2006	$	1,000	$	1		$	513,799			$	(3,026	)		$	511,774
Balance, December 31, 2007	$	1,000		$	1			$	328,799			$	(2,117	)		$	327,683
Net income		-		-	-		-		-		~~19,351~~		13,825		~~19,351~~		13,825
Return of capital dividend		-		-	-		~~(185,000~~	)	(130,000	)	-		-		~~(185,000~~	)	(130,000	)
Common stock dividends ($175,790 per share)		-		-			-				(17,579	)			(17,579	)
Common stock dividends ($136,740 per share)		-			-				-				(13,674	)			(13,674	)
Preferred stock dividends		-		-	-		-		-		~~(863~~	)	(863	)	~~(863~~	)	(863	)
Balance, December 31, 2007	$	1,000	$	1		$	328,799			$	(2,117	)		$	327,683
Balance, December 31, 2008	$	1,000		$	1			$	198,799			$	(2,829	)		$	196,971
Net income		-		-	-		-		-		~~13,825~~		8,170		~~13,825~~		8,170
Return of capital dividend		-		-	-		~~(130,000~~	)	(38,999	)	-		-		~~(130,000~~	)	(38,999	)
Common stock dividends ($136,740 per share)		-		-			-				(13,674	)			(13,674	)
Common stock dividends ($76,930 per share)		-			-				-				(7,693	)			(7,693	)
Preferred stock dividends		-		-	-		-		-		~~(863~~	)	(863	)	~~(863~~	)	(863	)
Balance, December 31, 2008	$	1,000	$	1		$	198,799			$	(2,829	)		$	196,971
Balance, December 31, 2009	$	1,000		$	1			$	159,800			$	(3,215	)		$	157,586
Net income		-		-	-		-		-		~~8,170~~		6,077		~~8,170~~		6,077
Return of capital dividend		-		-	-		~~(38,999~~	)	(27,000	)	-		-		~~(38,999~~	)	(27,000	)
Common stock dividends ($76,930 per share)		-		-			-				(7,693	)			(7,693	)
Common stock dividends ($52,130 per share)		-			-				-				(5,213	)			(5,213	)
Preferred stock dividends		-		-	-		-		-		~~(863~~	)	(863	)	~~(863~~	)	(863	)
Balance, December 31, 2009	$	1,000	$	1		$	159,800			$	(3,215	)		$	157,586
Balance, December 31, 2010	$	1,000		$	1			$	132,800			$	(3,214	)		$	130,587

See accompanying notes to financial statements.

2930

WEBSTER PREFERRED CAPITAL CORPORATION

STATEMENTS OF CASH FLOWS

	Years ended December 31,
(In thousands)	~~2009~~2010			~~2008~~2009			~~2007~~2008
Cash flow from operating activities:
Net income	$	86,~~170~~077		$	138,~~825~~170		$	1913,~~351~~825
Adjustments to reconcile net income to net cash provided by operating activities:
Net amortization and accretion		~~103~~133			~~171~~103			~~192~~171
Loss on sale of REO		-			56			-
Provision for loan losses		-			267			420
Provision for loan losses		267			420			(250	)
Loss on sale of other real estate owned		14			-			56
Decrease in accrued interest receivable		~~234~~142			~~375~~234			~~675~~375
Increase (decrease) in accrued expenses and other liabilities		68			(5	)		3
Decrease in prepaid expenses and other assets		-			-			313
Decrease in prepaid expenses and other assets		-			313			1,261
(Decrease) increase in accrued expenses and other liabilities		(58	)		68			(5	)
Net cash provided by operating activities		86,~~842~~308			158,~~155~~842			2115,~~232~~155
Cash flow from investing activities:
Proceeds from sale of foreclosed properties		-			326			-
Net decrease in interest-bearing deposits		-			-			51,000
Net decrease in interest-bearing deposits		-			51,000			29,000
Net decrease in residential mortgage loans		25,988			36,407			84,193
Net decrease in residential mortgage loans		36,407			84,193			99,397
Proceeds from sale of foreclosed properties		393			-			326
Net cash provided by investing activities		3626,~~407~~381			~~135~~36,~~519~~407			~~128~~135,~~397~~519
Cash flow from financing activities:
Dividends paid on common and preferred stock		(8,556	)		(14,537	)		(18,442	)
Dividends paid on preferred stock		(863	)		(863	)		(863	)
Return of capital dividend		(38,999	)		(130,000	)		(185,000	)
Dividends paid on common stock		(4,466	)		(7,693	)		(13,674	)
Net cash used for financing activities		(47,555	)		(144,537	)		(203,442	)
Return of capital dividend		(27,000	)		(38,999	)		(130,000	)
Net (decrease) increase in cash		(2,306	)		6,137			(53,813	)
Net cash used for financing activities		(32,329	)		(47,555	)		(144,537	)
Cash, beginning of year		8,680			2,543			56,356
Net increase (decrease) in cash		360			(2,306	)		6,137
Cash, end of year	$	6,374		$	8,680		$	2,543
Cash, beginning of year		6,374			8,680			2,543
Cash, end of year	$	6,734		$	6,374		$	8,680
Noncash investing and financing activities:
Transfer of loans, net to other real estate owned	$	648		$	-		$	382

See accompanying notes to financial statements.

3031

WEBSTER PREFERRED CAPITAL CORPORATION

NOTES TO FINANCIAL STATEMENTS

Note 1: Summary of Significant Accounting Policies

~~Business~~Nature of Operations

Webster Preferred Capital Corporation (the “Company”) is a Connecticut corporation incorporated in March 1997 and a subsidiary of Webster Bank, National Association, (“Webster Bank”), which is a wholly owned subsidiary of Webster Financial Corporation (“Webster”). The Company acquires, holds and manages real estate related mortgage assets.

The Company has elected to be treated as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”),. ~~and~~The Company will generally not be subject to federal or Connecticut state income ~~tax~~taxes tofor ~~the~~as ~~extent~~long ~~that~~as it ~~distributes~~maintains its ~~earnings~~qualification as a REIT, requiring among other organizational and operational issues, that it currently distributes to its shareholders ~~and~~at ~~maintains~~least 90% of its ~~qualification~~“REIT astaxable aincome” ~~REIT~~(not including capital gains and certain items of noncash income). All of the shares of the Company’s common stock, par value $0.01 per share, are owned by Webster Bank, which is a federally chartered and federally insured commercial bank. Webster Bank has indicated to the Company that, for as long as any of the Company’s preferred shares are outstanding, Webster Bank intends to maintain direct ownership of 100% of the outstanding common stock of the Company.

Basis of ~~Financial Statement~~ Presentation

The financial statements have been prepared in conformity with ~~U.S.~~accounting principles generally accepted ~~accounting~~in ~~principles~~the United States (“GAAP”). ~~In preparing~~and ~~the financial statements, management is required~~ to general ~~make~~practices ~~estimates~~within ~~and assumptions that affect~~ the ~~reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, as of the date of the~~ financial ~~statements, and~~services ~~revenues and expenses for the periods presented~~industry. ~~The actual results of the Company could differ from those estimates. An example of a material estimate that is susceptible to near-term changes is the allowance for loan losses.~~

~~Accounting~~Certain ~~Standards~~prior ~~Codification~~period amounts have been reclassified to conform to the current year’s presentation.

The Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) became effective on July 1, 2009. At that date, the ASC became FASB’s officially recognized source of authoritative GAAP applicable to all public and non-public non-governmental entities, superseding existing FASB, American Institute of Certified Public Accountants (“AICPA”), Emerging Issues Task Force (“EITF”) and related literature. Rules and interpretive releases of the SEC under the authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. All other accounting literature is considered non-authoritative. The switch to the ASC affects the way companies refer to GAAP in financial statements and accounting policies. Citing particular content in the ASC involves specifying the unique numeric path to the content through the Topic, Subtopic, Section and Paragraph structure.

Use of Estimates

The preparation of the financial statements in conformity with ~~accounting~~GAAP ~~principles generally accepted in the United States~~ requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of ~~contingent~~ contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. The allowance for loan losses is particularly subject to change.

~~Statements~~Cash ofand Cash ~~Flows~~Equivalents

For purposes of the Statements of Cash Flows, the Company defines cash as amounts held in deposit accounts with Webster Bank.

Residential Mortgage Loans

Loans represent assets that the Company acquires from Webster Bank at their acquisition cost which represents the aggregate outstanding gross principal balance, net of premiums, discounts and deferred loan costs and/or fees. While these transfers represent legal sales by Webster Bank, Webster Bank may not record the transfers as sales for GAAP accounting purposes because of its 100% direct ownership interest in the Company. Accordingly, the Company’s assets represent non-recourse receivables from Webster Bank which are fully collateralized by the underlying loans. The underlying loans are whole loans secured by first mortgages or deeds of trust on single family (one-to-four unit) residential real estate properties located primarily in Connecticut. The assets continue to be classified as residential loans in the Company’s financial statements because the returns on and the recoverability of these non-recourse receivables are entirely dependent on the performance of the underlying residential loans.

Loans are stated at the principal amounts outstanding, net of unamortized premiums and discounts and net of deferred loan fees and/or costs which are recognized as a yield adjustment using the interest method. These yield adjustments are amortized over the contractual life of the related loans adjusted for estimated prepayments when applicable. Interest on loans is credited to interest income as earned based on the interest rate applied to principal amounts outstanding. Loans are placed on nonaccrual status when timely collection of principal and interest in accordance with contractual terms is doubtful. Loans are transferred to a nonaccrual basis generally when principal or interest payments become 90 days delinquent, unless the loan is well secured and in process of collection, or sooner when management concludes circumstances indicate that borrowers may be unable to meet contractual principal or interest payments.

Accrual of interest is discontinued if the loan is placed on nonaccrual status. Loans are placed on nonaccrual status at 90 days past due. ~~When a loan is transferred to nonaccrual status, unpaid accrued interest is reversed~~ and ~~charged against interest income. If ultimate repayment of~~ a ~~nonaccrual~~charge-off ~~loan~~ is ~~expected,~~recorded ~~any~~at ~~payments~~180 ~~received~~days ~~are~~if ~~applied in accordance with~~ the loan’s ~~contractual~~balance ~~terms.~~exceeds ~~If ultimate repayment is not expected, or management judges it to be prudent, any payment received on a nonaccrual loan is applied to principal until~~ the ~~unpaid~~fair ~~balance~~value has been fully recovered. Any excess is then credited to interest income when received. Loans are removed from nonaccrual status when they become current as to principal and interest or demonstrate a period of ~~performance under contractual terms and, in~~ the ~~opinion~~collateral ofless ~~management,~~costs ~~are fully collectible as~~ to ~~principal and interest~~sell.

~~Loans~~When ~~are~~a ~~considered~~loan ~~impaired,~~is ~~when~~transferred ~~based~~to onnonaccrual ~~current~~status, ~~information~~unpaid ~~and~~accrued ~~events,~~interest it is ~~probable~~reversed ~~the~~and ~~Company~~charged ~~will~~against beinterest ~~unable~~income. toIf ~~collect~~ultimate ~~all~~repayment ~~amounts due in accordance with the original contractual terms~~ of ~~the~~a nonaccrual loan ~~agreement~~is expected, ~~including~~any ~~scheduled principal and interest~~ payments. ~~Impairment~~received isare ~~evaluated~~applied in ~~total~~accordance ~~for~~with ~~smaller-balance~~the ~~loans of a similar nature and on an individual~~ loan’s ~~basis~~contractual ~~for other loans~~terms. If athe ~~loan~~Company ~~is impaired~~determines, through a ~~specific~~current valuation ~~allowance is allocated~~analysis, ~~if necessary, so~~ that ~~the~~ loan isprincipal ~~reported~~can ~~net~~be repaid, atinterest ~~the~~payments ~~present~~may ~~value~~be oftaken into ~~estimated~~income ~~future~~as ~~cash~~received ~~flows using the loan’s existing rate~~ or aton ~~the~~a ~~fair~~cash ~~value~~basis. ~~less~~Loans ~~cost~~are toremoved ~~sell~~from ofnonaccrual ~~collateral~~status ifwhen ~~repayment~~they isbecome ~~expected~~current ~~solely~~as ~~from~~to ~~the~~principal ~~collateral.~~and ~~Interest~~interest ~~payments~~or ~~on impaired~~demonstrate ~~loans~~a ~~are~~period ~~typically applied to principal unless collectability~~ of ~~the~~performance ~~principal~~under ~~amount~~contractual isterms ~~reasonably assured~~and, in ~~which~~the ~~case~~opinion ~~interest~~of ~~is recognized on a cash basis. Impaired loans~~management, orare ~~portions~~fully collectible ~~thereof,~~as ~~are~~to ~~charged~~principal ~~off~~and ~~when deemed uncollectible~~interest.

Allowance for Loan Losses

The allowance for loan losses is a reserve established through a provision for loan losses charged to expense, which represents management’s best estimate of probable losses that have been incurred within the existing portfolio of loans at the balance sheet date. The allowance, in the judgment of management, is necessary to reserve for estimated loan losses inherent in the loan portfolio. The allowance for loan losses includes allowance allocations calculated in accordance with FASB ASC Topic 310, “Receivables” and allowance allocations calculated in accordance with FASB ASC Topic 450, “Contingencies.” The level of the allowance reflects management’s continuing evaluation of specific credit risks, loan loss experience, current loan portfolio quality, present economic, political and regulatory conditions and unidentified losses inherent in the current loan portfolio, as well as trends in the foregoing. Portions of the allowance may be allocated for specific credits; however, the entire allowance is available for any credit that, in management’s judgment, should be charged off. While management utilizes its best judgment and information available, the ultimate adequacy of the allowance is dependent upon a variety of factors beyond the Company’s control, including the performance of the Company’s loan portfolio, the economy, changes in interest rates and the view of the regulatory authorities toward loan classifications.

32The Company’s allowance for loan losses consists of three elements; (i) specific valuation allowances established for probable losses on specific loans; (ii) historical valuation allowances calculated based on historical loan loss experience for similar loans with similar characteristics and trends, adjusted, as necessary, to reflect the impact of current conditions; and (iii) other general economic conditions and other qualitative risk factors both internal and external to the Company.

Loans are considered impaired, when based on current information and events, it is probable the Company will be unable to collect all amounts due in accordance with the original contractual terms of the loan agreement, including scheduled principal and interest payments. Impairment is evaluated in total for smaller-balance loans of a similar nature and on an individual loan basis for other loans. If a loan is impaired, a specific valuation allowance is allocated, if necessary, so that the loan is reported net, at the present value of estimated future cash flows using the loan’s existing rate or at the fair value less cost to sell of collateral if repayment is expected solely from the collateral. Interest payments on impaired loans are typically applied to principal unless collectability of the principal amount is reasonably assured, in which case interest is recognized on a cash basis.

~~available~~Impaired ~~for any credit that~~loans, inor ~~management’s~~portions ~~judgment~~thereof, ~~should~~are be charged off. ~~While~~when ~~management~~deemed ~~utilizes~~uncollectible. ~~its~~Factors ~~best~~considered ~~judgment~~by ~~and~~management ~~information~~in ~~available,~~determining ~~the~~impairment ~~ultimate~~include ~~adequacy~~payment ofstatus, ~~the~~collateral ~~allowance is dependent upon a variety of factors beyond the Company’s control~~value, ~~including~~and the probability ~~performance~~ of ~~the~~collecting ~~Company’s~~scheduled ~~loan~~principal ~~portfolio,~~and ~~the economy, changes in~~ interest ~~rates~~payments ~~and~~when ~~the view of the regulatory authorities toward loan classifications~~due.

~~The~~Foreclosed Company’s allowance for loan losses consists of three elements; (i) specific valuation allowances established for probable losses on specific loans; (ii) historical valuation allowances calculated based on historical loan loss experience for similar loans with similar characteristics and ~~trends,~~Repossessed ~~adjusted,~~Assets as necessary, to reflect the impact of current conditions; and (iii) unallocated general valuation allowances determined based on general economic conditions and other qualitative risk factors both internal and external to the Company.

Other real estate owned consists of real estate or assets acquired through repossession are carried at the lower of cost or fair value less the estimated costs to sell. Independent appraisals are obtained to substantiate fair value and may be subject to adjustment based upon historical experience or specific geographic trends impacting the property. At the time a loan is referred to foreclosure, the excess of loan balance over fair value less cost to sell is charged off against the allowance for loan loss. Subsequent write-downs in value, maintenance expenses, and losses upon sale are charged to noninterest expense.

Fair Value Measurements

FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and requires certain disclosures about fair value measurements. In general, fair values of financial instruments are based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial statements are recorded at fair value.

Net Income Per Common Share

Basic net income per common share is calculated by dividing net income available to common shareholders by the weighted-average number of shares of common stock outstanding. Diluted net income per common share does not apply since the Company has issued no options or other instruments representing potential common shares. The weighted-average number of shares used in the computation of basic earnings per common share for the years ended December 31, ~~2009~~2010, ~~2008~~2009 and ~~2007~~2008 was 100.

Comprehensive Income

The purpose of reporting comprehensive income is to report a measure of all changes in equity of an enterprise that result from recognized transactions and other economic events of the period other than transactions with owners in their capacity as owners. Comprehensive income includes net income and certain changes in equity from non-owner sources that are not recognized in the statements of income (such as net unrealized gains and losses on securities available for sale). For the years ended December 31, ~~2009~~2010, ~~2008~~2009 and ~~2007~~2008, the only component of comprehensive income for the Company was net income.

Recent Accounting Standards

~~FASB~~ASU No. ~~ASC Topic 820~~2010-06, “Fair Value Measurements and Disclosures.” ~~FASB ASC~~ (Topic 820,) ~~“Fair~~– Improving Disclosures About Fair Value Measurements.” ASU 2010-06 requires expanded disclosures related to fair value measurements including (i) the amounts of significant transfers of assets or liabilities between Levels 1 and ~~Disclosures,”~~2 of the fair value hierarchy ~~defines~~and the reasons for the transfers, (ii) the reasons for transfers of assets or liabilities in or out of Level 3 of the fair value hierarchy, ~~establishes~~with asignificant ~~framework~~transfers disclosed separately, (iii) the policy for ~~measuring~~determining when transfers between levels of the fair value hierarchy are recognized and (iv) for recurring fair value measurements of assets and liabilities in ~~generally~~Level 3 ~~accepted~~of ~~accounting~~the ~~principles~~fair value hierarchy, a gross presentation of information about purchases, sales, issuances and ~~expands~~settlements. ASU 2010-06 further clarifies that (i) fair value measurement disclosures should be provided for each class of assets and liabilities (rather than major category), which would generally be a subset of assets or liabilities within a line item in the statement of financial position and (ii) companies should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements for each class of assets and liabilities included in Levels 2 and 3 of the fair value hierarchy. The ~~provisions~~disclosures related to the gross presentation of ~~FASB~~purchases, ~~ASC~~sales, ~~Topic~~issuances and settlements of assets and liabilities included in Level ~~820~~3 ~~became~~of ~~effective~~the fair value hierarchy will be required for the Company on beginning January 1, ~~2008~~2011. ~~for~~The ~~financial~~remaining ~~assets~~disclosure requirements and ~~financial~~clarifications ~~liabilities~~made ~~and~~by ASU 2010-06 became effective for the Company on January 1, ~~2009~~2010. ~~for~~See Note 7 ~~non-financial~~– ~~assets~~Fair ~~and~~Value ~~non-financial liabilities~~Measurements.

~~Additional~~34 new authoritative accounting guidance under FASB ASC Topic 820 affirms that the objective of fair value when the market for an asset is not active is the price that would be received to sell the asset in an orderly transaction, and clarifies and includes additional factors for determining whether there has been a significant decrease in market activity for an asset when the market for that asset is not active. FASB ASC Topic 820 requires an entity to base its conclusion about whether a transaction was not orderly on the weight of the evidence. The new accounting guidance amended prior guidance to expand certain disclosure requirements. The Company adopted the new authoritative accounting guidance under FASB ASC Topic 820 during the second quarter of 2009. Adoption of the new guidance did not significantly impact the Company’s financial statements.

ASU No. 2010-20, “Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses.” On July 21, 2010, the FASB issued ASU No. 2010-20 which requires significant new disclosures about the allowance for credit losses and the credit quality of financing receivables. The requirements are intended to enhance transparency regarding credit losses and the credit quality of loan and lease receivables by disclosing an evaluation of (i) the nature of credit risk inherent in the entity’s portfolio of financing receivables, (ii) how that risk is analyzed and assessed in arriving at the allowance for credit losses and (iii) the changes and reasons for those changes in the allowance for credit losses. Under this statement, allowance for credit losses and fair value are to be disclosed by portfolio segment, while credit quality information, impaired financing receivables and nonaccrual status are to be presented by class of financing receivable. Disclosure of the nature and extent, the financial impact and segment information of troubled debt restructurings (“TDRs”) will also be required. The disclosures are to be presented at the level of disaggregation that management uses when assessing and monitoring the portfolio’s risk and performance. ASU 2010-20 became effective for the Company’s consolidated financial statements as of December 31, 2010. See Note 2 – Residential Mortgage Loans, Net.

Note 2: Residential Mortgage Loans, Net

A summary of residential mortgage loans, net, by type and original maturity follows:

	As of December 31,
	At December 31,
(In thousands)	~~2009~~2010			~~2008~~2009
Fixed-rate loans:
15 yr. loans	$	54,~~774~~117		$	75,~~591~~774
20 yr. loans		32,~~864~~419			53,~~991~~864
25 yr. loans		21,~~272~~921			32,~~029~~272
30 yr. loans		7766,~~289~~523			9377,~~329~~289
Total fixed-rate loans		8974,~~199~~980			~~109~~89,~~940~~199
Adjustable-rate loans:
15 yr. loans		~~854~~184			~~438~~854
20 yr. loans		~~117~~109			~~557~~117
25 yr. loans		~~390~~338			~~444~~390
30 yr. loans		6149,~~849~~693			7761,~~704~~849
Total adjustable-rate loans		6350,~~210~~324			7963,~~143~~210
Premiums and deferred costs on loans, net		693			796
Loans receivable		125,304			152,409
Total residential mortgage loans		153,102			189,879
Premiums and deferred costs on loans, net		560			693
Less: allowance for loan losses		(2,183	)		(2,183	)
Residential mortgage loans		125,864			153,102
Residential mortgage loans, net	$	150,919		$	187,696
Less: allowance for loan losses		(1,714	)		(2,183	)
Residential mortgage loans, net	$	124,150		$	150,919
Loans receivable: individually evaluated for impairment	$	6,021		$	3,526
Loans receivable: collectively evaluated for impairment	$	119,283		$	148,883

~~All~~The majority of the Company’s residential ~~mortgage~~real estate loans ~~held~~are concentrated byin the ~~Company~~State ~~at December~~of ~~31, 2009 and 2008 were acquired from Webster Bank~~Connecticut.

All of the residential mortgage loans held by the Company at December 2010 and 2009 were acquired from Webster Bank. There were no loans acquired by the Company from Webster Bank for the years ended December 31, ~~2009~~2010 and ~~2008~~2009. ~~The~~Additionally, ~~Company~~there ~~acquired~~were ~~$50.8~~no ~~million in~~ loans ~~from Webster Bank in 2007. Loans~~ transferred byfrom the Company to Webster Bank ~~totaled $46.4 million and $90.5 million~~ for the years ended December 31, ~~2008~~2010 and ~~2007, respectively~~2009. ~~There~~At ~~were~~December 31, no2010 ~~loans~~and ~~transferred~~2009, by59.8% and 58.5%, respectively, of the Company’s toresidential ~~Webster~~mortgage ~~Bank~~loans ~~for~~were ~~the~~fixed ~~year~~rate ~~ended~~loans ~~December 31~~and 40.2% and 41.5%, ~~2009~~respectively, were adjustable-rate loans.

AtOf ~~December 31, 2009~~the ~~and~~total ~~2008,~~interest ~~58.5%~~income ~~and~~recognized ~~58.1%,~~as ~~respectively~~of December 31, of2010 ~~the~~and ~~Company’s~~2009, ~~residential~~$118 ~~mortgage~~thousand ~~loans~~and ~~were~~$13 ~~fixed~~thousand ~~rate~~of ~~loans~~interest ~~and~~income ~~41.5%~~was ~~and~~recognized ~~41.9%,~~on ~~respectively,~~a ~~were~~cash basis ~~adjustable-rate~~method ~~loans~~of accounting.

Non-Performing/Past Due Loans. Accrual of interest is discontinued if the loan is placed on nonaccrual status. Residential mortgage loans are placed on nonaccrual status at 90 days past due. When a loan is transferred to nonaccrual status, unpaid accrued interest is reversed and charged against interest income. Nonaccrual loans totaled $5.7 million and $0.8 million at December 31, 2009 and 2008, respectively and represented 3.75% and 0.43% of gross loans as of December 31, 2009 and 2008, respectively. Interest on nonaccrual loans that would have been recorded as additional interest income for the years ended December 31, 2009, 2008 and 2007 had the loans been current in accordance with their original terms approximated $161,000, $19,000 and $23,000, respectively.

Impaired Loans. The Company individually reviews loans not expected to be collected in accordance with the original terms of the contractual agreement for impairment based on the fair value of expected cash flows or collateral. At December 31, 2009, impaired loans totaled $3.2 million, including loans of $1.6 million with an impairment allowance of $0.3 million. There were no impaired loans at December 31, 2008.

The following table summarizes impaired loans as of December 31, 2009.

	As of December 31, 2009
(In thousands)	WithSpecificReserves		WithoutReserves		Total
Loans impaired and still accruing
Fixed-rate residential loans	$	208	$	357	$	565
Adjustable-rate residential loans		-		349		349
Total loans impaired and still accruing	$	208	$	706	$	914
Loans impaired and not accruing
Fixed-rate residential loans	$	1,074	$	1,235	$	2,309
Total loans impaired and not accruing	$	1,074	$	1,235	$	2,309
Total impaired loans	$	1,282	$	1,941	$	3,223

Troubled Debt Restructures. A loan whose terms have been modified due to the financial difficulties of a borrower is reported by the Company as a troubled debt restructure (“TDR”). All TDRs are placed on non-accrual status until the loan qualifies for return to accrual status. Loans qualify for return to accrual status once they have demonstrated performance with the restructured terms of the loan agreement for a minimum of six months. TDRs are by definition impaired loans and have been reported within the impaired loan categories in the preceding table. In accordance with the Company’s credit risk policy, loans or portions of loans are charged off against the allowance for loan losses when deemed by management to be uncollectible. At December 31, 2009 the Company had TDR’s that total $2.6 million. Thirteen loans were restructured during 2009. At December 31, 2009, nine TDR loans totaling $1.7 million were on non-accrual and four TDR loans totaling $0.9 million were current and accruing. For the year ended December 31, 2009, the Company recognized $26,599 in TDR charge-offs. There were no TDRs as of December 31, 2008 and 2007.

There were no mortgage loans transferred to other real estate owned during 2009. For the year ended December 31, 2008, the Company foreclosed on the property collateralizing $382,000 in mortgage loans and transferred the balance to other real estate owned. The Company subsequently sold the property in 2008 and recognized a $56,000 loss on sale. As of December 31, 2009 and 2008 the Company did not hold any amounts of other real estate owned. The Company recorded foreclosure expenses of $6,000 for the year ended December 31, 2008. There were no foreclosure expenses incurred for the years ended December 31, 2009 and 2007.

Allowance for loan losses. The following table provides detail of activity in the Company’s allowance for loan losses for the years ended December 31,

(In thousands)	2009			2008			2007
Balance at beginning of the year	$	2,183		$	1,772		$	2,022
Provision for loan losses		267			420			(250	)
Charge-offs		(267	)		(9	)		-
Balance at end of the year	$	2,183		$	2,183		$	1,772

A summary of residential mortgage loans portfolio aging analysis follows:


Year ended December 31, 2010
(In thousands)	30-59 Days Past Due		60-89 Days Past Due		Greater Than 90 Days		Total Past Due		Current		Total Loans Receivable^(*)
Residential:
Residential fixed-rate loans	$	405	$	125	$	2,902	$	3,432	$	71,548	$	74,980
Residential adjustable-rate loans		389		-		2,699		3,088		47,236		50,324
Total	$	794	$	125	$	5,601	$	6,520	$	118,784	$	125,304


Year ended December 31, 2009
(In thousands)	30-59 Days Past Due		60-89 Days Past Due		Greater Than 90 Days		Total Past Due		Current		Total Loans Receivable^(*)
Residential:
Residential fixed-rate loans	$	1,166	$	776	$	3,919	$	5,861	$	83,338	$	89,199
Residential adjustable-rate loans		482		178		1,614		2,274		60,936		63,210
Total	$	1,648	$	954	$	5,533	$	8,135	$	144,274	$	152,409

Non-Performing/Delinquent Loans. It is the Company’s policy that all loans 90 or more days past due are placed in non-accruing status. When residential loans are placed on non-accrual status the accrual of interest is discontinued and unpaid accrued interest is reversed and charged against interest income. At December 31, 2010, non-accrual loans were $5.6 million, representing 4.5% of gross loans as compared to $5.5 million at December 31, 2009, representing 3.6% of gross loans. Interest on non-accrual loans that would have been recorded as additional interest income for the years ended December 31, 2010, 2009 and 2008 had the loans been current in accordance with their original terms approximated $120.8 thousand, $160.7 thousand and $19.0 thousand, respectively. The level of non-accruing loans at December 31, 2010 and 2009 is directly related to the economic environment and its impact on consumers in the communities in which the Company holds assets.

Impaired Loans. The Company, through its serving agreement with Webster Bank, individually reviews loans not expected to be collected in accordance with the original terms of the contractual agreement for impairment. A loan is deemed impaired when the contractual amounts of principal and interest are not expected to be collected in accordance with the contractual provisions. The amount of impairment is calculated using the fair value of expected cash flows or collateral, in accordance with the most likely means of recovery. A specific valuation allowance is established equal to the calculated amount of impairment.

Impairment analysis is performed for all modified loans that are deemed to be a TDR and specific reserves are established as appropriate. For those TDRs where recovery is cash flow dependent, the original contractual interest rate for the loan is used as the discount rate for fixed rate loans. The current rate is used as the discount rate when the interest rate floats with a specified index. A change in terms or payments would be included in the ASC 310-10-35 impairment calculation.

At December 31, 2010, impaired loans totaled $6.0 million, including loans of $5.7 million with specific reserves of $0.6 million, as compared with impaired loans totaling $3.5 million, including loans of $1.6 million with specific reserves of $0.3 million, at December 31, 2009. Of the $6.0 million in impaired loans at December 31, 2010, $5.7 million were measured using the present value of expected cash flows and $0.3 million were measured using the fair value of associated collateral. Of the $3.5 million in impaired loans at December 31, 2009, $2.8 million were measured using the present value of expected cash flows and $0.7 million were

measured using the fair value of associated collateral. The increase in impaired loans is the result of an increase in TDRs. The majority of TDRs remain in the impaired population for the remaining life of the loan.

The following table summarizes impaired loans as follows:


	At December 31, 2010
(In thousands)	Recorded Investment		Unpaid Principal Balance		Valuation Allowance		Average Investment in Impaired Loan		Interest Income Recognized
Loans without a specific valuation allowance:
Fixed-rate residential loans	$	329	$	460	$	-	$	963	$	-
Adjustable-rate residential loans		-		-		-		176		-
Loans with a specific valuation allowance:
Fixed-rate residential loans		4,383		4,647		531		2,986		94
Adjustable-rate residential loans		1,333		1,329		33		667		24
Total	$	6,045	$	6,436	$	564	$	4,792	$	118


	At December 31, 2009
(In thousands)	Recorded Investment		Unpaid Principal Balance		Valuation Allowance		Average Investment in Impaired Loan		Interest Income Recognized
Loans without a specific valuation allowance:
Fixed-rate residential loans	$	1,597	$	1,786	$	-	$	799	$	1
Adjustable-rate residential loans		352		349		-		176		-
Loans with a specific valuation allowance:
Fixed-rate residential loans		1,589		1,606		303		795		12
Adjustable-rate residential loans		-		-		-		-		-
Total	$	3,538	$	3,741	$	303	$	1,770	$	13

Troubled Debt Restructurings. A modified loan is considered a TDR when two conditions are met: 1) the borrower is experiencing documented financial difficulty and 2) concessions are made by the Company that would not otherwise be considered for a borrower with similar credit. The most common types of modifications include below market rate reductions and maturity extensions. The Company does not employ modification programs, temporary, or trial periods. Instead, modified terms are dependent upon the financial position and needs of the individual borrower. All modifications are permanent. The modified loan does not revert back to its original terms, even if the modified loan agreement is violated. If the modification agreement is violated, the loan is handled by the Webster’s Restructuring and Recovery group for resolution, which may result in foreclosure.

The following table summarizes TDR loans as follows:


	At December 31, 2010				At December 31, 2009
(In thousands)	Number of Loans		Balance of Loans		Number of Loans		Balance of Loans
TDR and still accruing:
Fixed-rate residential loans		13	$	2,152		3	$	564
Adjustable-rate residential loans		1		331		1		349
TDR and not accruing:
Fixed-rate residential loans		9		1,680		9		1,652
Adjustable-rate residential loans		2		965		-		-
Total TDR loans		25	$	5,128		13	$	2,565

Webster Bank, as servicer evaluates the success of the Company’s modification efforts by monitoring the re-default rates of its borrowers. At December 31, 2010 one TDR loan with a balance of $98.4 thousand had subsequently defaulted. There were no subsequent defaults at December 31, 2009.

Other Real Estate Owned. During 2010, the Company foreclosed on properties collateralizing $648 thousand in mortgage loans, transferring the balance to other real estate owned. Subsequently a property was sold and the Company recognized a $14 thousand loss on sale and in addition recorded foreclosure expenses of $2 thousand for the year ended December 31, 2010. The Company did not hold any other real estate owned during 2009. During 2008, the company foreclosed on property collateralizing $382 thousand in mortgage loans, transferring the balance to other real estate owned, then subsequently sold the property. The Company recognized a $56 thousand loss on sale and in addition recorded foreclosure expenses of $6 thousand for the year ended December 31, 2008.

Allowance for loan losses. Detailed activity of the Company’s allowance for loan losses and recorded investment in loans follows:


	Years Ended December 31,
(In thousands)	2010			2009			2008
Allowance for loan losses:
Balance at beginning of the year	$	2,183		$	2,183		$	1,772
Provision for loan losses		-			267			420
Net charge-offs		(469	)		(267	)		(9	)

Balance at end of the year	$	1,714		$	2,183		$	2,183

Balance at end of year: individually evaluated for impairment	$	564		$	303		$	-

Balance at end of year: collectively evaluated for impairment	$	1,150		$	1,880		$	2,183

Note 3: Redeemable Preferred Stock

In December 1997, the Company issued 1,000,000 shares of Series B 8.625% cumulative redeemable preferred stock ~~were issued~~ at $10 per share~~, raising $10~~.0 ~~million net of issuance costs.~~ The ~~Series B~~ preferred stock is redeemable ~~solely~~after January 15, 2003 at the option of the Company~~, which has no current plans to redeem the preferred stock~~. The redemption price is $10 per share. As of December 31, 2010, there have been no redemptions. The preferred

shares are listed on NASDAQ under the symbol “WBSTP” and are not exchangeable into common stock or any other securities and carry no participation rights. Dividends paid on the preferred stock totaled $0.9 million per year for each of the years ended December 31, 2010, 2009 and 2008 and are reflected as preferred stock dividends in the accompanying Statements of Income.

Note 4: Servicing

The mortgage loans owned by the Company are serviced by Webster Bank pursuant to the terms of aan ~~servicing agreement~~Amended and Restated Service Agreement (the “Service Agreement”). Webster Bank in its role as servicer receives fees at an annual rate of (i) 89.58 basis points for fixed-rate loan servicing and collection, (ii) 89.58 basis points for adjustable-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 Webster Bank is responsible. The services provided to the Company by Webster Bank are at the level of a sub-servicing agreement. ~~As such, the Company estimates that the fees paid to Webster Bank for servicing approximates fees that would be paid if the Company operated as an unaffiliated entity.~~ Servicing fees ~~paid for the years 2009, 2008 and 2007 were $136,619, $200,467 and $240,092, respectively. Servicing fees~~ are netted against interest income in the Statements of Income, as they are considered a reduction in yield to the Company.

~~Webster~~Servicing ~~Bank is entitled to retain any late payment charges, prepayment~~ fees, ~~penalties~~paid ~~and assumption fees collected in connection with residential mortgage loans serviced~~ by ~~it. Webster Bank also 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~~were ~~from~~as ~~interest~~follows: ~~earned on tax and insurance escrow funds with respect to mortgage loans serviced by it. At the end of each calendar month, Webster Bank is required to invoice the Company for all fees and charges due.~~


	Years Ended December 31,
(In thousands)	2010		2009		2008
Serving fees	$	126.8	$	136.6	$	200.5

Webster Bank is entitled to retain any late payment charges, prepayment fees, penalties and assumption fees collected in connection with residential mortgage loans serviced by it. Webster Bank also 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 it services. At the end of each calendar month, Webster Bank is required to invoice the Company for all fees and charges due.

Note 5: Advisory Services

Advisory services are being provided pursuant to anthe ~~agreement~~Advisory Agreement with Webster Bank to provide the Company with the following types of services: administer the day-to-day operations, monitor the credit quality of the mortgage assets, advise with respect to the acquisition, management, financing, and disposition of mortgage related assets and provide the necessary executive administration, human resources, accounting and control, technical support, record keeping, copying, telephone, mailing ~~and~~ and distribution, investment and funds management services. Webster Bank received an annual fee for advisory services provided to the Company of $216,250 in 2009 compared to $205,000 in each of 2008 and 2007. The Company estimates that the fees paid to Webster Bank for advisory services approximate fees that would be paid for such services if the Company were an unaffiliated entity.

~~Operating~~Advisory ~~expenses~~services ~~outside~~fees ~~the scope of the advisory agreement are~~ paid ~~directly~~ by the Company. ~~Such~~were ~~expenses~~as ~~include,~~follows: ~~but are not limited to, fees for third party consultants, attorneys and external auditors, and any other expenses incurred that are not directly related to the advisory agreement.~~

Note 6: Income Taxes


	Years Ended December 31,
(In thousands)	2010		2009		2008
Advisory services	$	220.0	$	216.3	$	205.0

~~The~~Operating ~~Company~~expenses ~~has~~outside ~~elected~~the toscope ~~be treated as a REIT under Sections 856 through 860~~ of the ~~Code,~~Advisory ~~and~~Agreement ~~believes~~are ~~that~~paid ~~its~~directly ~~organization~~by ~~and method of operation meet~~ the ~~requirements for qualification as a REIT~~Company. AsSuch aexpenses ~~REIT~~include, ~~the~~but are ~~Company generally will~~ not belimited ~~subject~~ to ~~federal or Connecticut income taxes on its net income and capital gains that it distributes to the holders of its common and preferred stock. Therefore~~, ~~because~~fees ~~all~~for ofthird ~~the~~party ~~Company’s net income has been distributed to its shareholder~~consultants, noattorneys ~~provision~~and ~~for~~external ~~federal or Connecticut income taxes has been included in the accompanying financial statements~~auditors.

3639

ToNote ~~maintain~~6: ~~REIT~~Income ~~status,~~Taxes an entity must meet a number of organizational and operational requirements, including a requirement that it currently distribute to shareholders at least 90% of its “REIT taxable income” (not including capital gains and certain items of non-cash income). If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income tax at regular corporate rates.

The Company ~~recognizes~~has ~~interest~~elected ~~and~~to ~~penalties~~be ~~related~~treated ~~to unrecognized~~as ~~tax~~a ~~benefits~~real estate investment trust (“REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986, ~~where~~as ~~applicable~~amended, inand ~~income~~believes ~~tax~~that ~~expense~~its organization and operations meet the requirements for qualification as a REIT. NoThe ~~interest~~Company orwill ~~penalties~~generally ~~were~~not ~~recognized~~be insubject ~~its~~to ~~statements~~federal ofor Connecticut state income taxes for ~~2009~~as long as it maintains its qualification as a REIT, ~~2008~~requiring oramong ~~2007~~other organizational and operational issues, orthat ~~accrued~~it ~~within~~currently ~~its~~distribute ~~balance~~to ~~sheets~~its shareholders at ~~December 31~~least 90% of its “REIT taxable income” (not including capital gains and certain items of noncash income). Therefore, ~~2009~~because all of the Company’s net income has been currently distributed to its common and ~~2008~~preferred shareholders, no provision for federal or Connecticut income taxes has been included in the accompanying financial statements.

The Company recognizes interest and penalties related to unrecognized tax benefits, where applicable, in income tax expense. No interest or penalties were recognized in its statements of income for 2010, 2009, or 2008, or accrued within its balance sheets at December 31, 2010 and 2009. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal and Connecticut income tax at regular corporate rates. The Company’s ~~Federal~~federal and Connecticut income tax returns remain open to examination for calendar tax years subsequent to ~~2005~~2006.

Note 7: Fair Value ofMeasurements ~~Financial Instruments~~

The Company uses fair value to record adjustments to certain assets and ~~liabilities and~~ to prepare required disclosures. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined using market quotes. However, in many instances, there are no quoted market prices available. In such instances, fair values are determined using various valuation techniques. Various assumptions and observable inputs must be relied upon in applying these techniques. Accordingly, the fair value estimates may not be realized in an immediate transfer of the respective asset or liability.

Under certain circumstances the Company may make adjustments for fair value of assets although they are not measured at fair value on an ongoing basis. These include assets that are measured at the lower of cost or market that were recognized at fair value (i.e. below cost) at the end of the period, as well as assets that are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (e.g. when there is evidence of impairment).

Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

A description of the valuation methodologies used by the Company are presented below.

Cash. The carrying value of cash approximates fair value.

Loans Receivable. The ~~carrying~~Company employs an independent third party to provide fair value estimates for its residential mortgage portfolio loans. Such estimates are calculated using discounted cash flow analysis, using market interest rates for comparable loans. The associated cash flows are adjusted for credit and other potential losses. Fair value for impaired loans are estimated using the net present value of the expected cash ~~approximates~~flows or the fair value of the underlying collateral if repayment is collateral dependent.

~~Loans~~Other ~~Receivable~~Real Estate Owned. Other real estate owned consists of real estate or assets acquired through repossession are carried at the lower of cost or fair value less the estimated costs to sell. Independent appraisals are obtained to substantiate fair value and may be subject to adjustment based upon historical experience or specific geographic trends impacting the property. At the time a loan is referred to foreclosure, the excess of loan balance over fair value less cost to sell is charged off against the allowance for loan loss. Subsequent write-downs in value,

~~The~~40 Company employs an independent third party to provide fair value estimates for portfolio loans. Such estimates are calculated using discounted cash flow analysis, using market interest rates for comparable loans. The associated cash flows are adjusted for credit and other potential losses. Fair value for impaired loans are estimated using the net present value of the expected cash flows or the fair value of the underlying collateral is repayment is collateral dependent.

A summary of estimated fair values of significant financial instruments consisted of the following at December 31,

	2009				2008
(In thousands)	CarryingAmount		EstimatedFair Value		CarryingAmount		EstimatedFair Value
Assets:
Cash	$	6,374	$	6,374	$	8,680	$	8,680
Residential mortgage loans, net		150,919		151,489		187,696		176,805

maintenance expenses, and losses upon sale are charged to non-interest expense. Fair value measurements may be based upon appraisals or third-party price opinions and, accordingly, those measurements are classified as Fair Value Hierarchy, Level 2 under FASB ASC Topic 820, Fair Value Measurements.

During 2010, 2009 and 2008 loans with a carrying value of $648 thousand, none and $382 thousand, respectively, were transferred to OREO. Subsequent to the transfers, most of the properties were sold resulting in an OREO balance of $241 thousand at December 31, 2010. The Company did not hold any OREO at December 31, 2009 and 2008.

A summary of estimated fair values of significant financial instruments consisted of the following at December 31,:


	2010				2009
(In thousands)	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Assets:
Cash	$	6,734	$	6,734	$	6,374	$	6,374
Residential mortgage loans, net		124,150		126,840		150,919		151,489

Note 8: Selected Quarterly Financial Data (unaudited)

(In thousands, except share data)	~~First Quarter~~FirstQuarter		~~Second Quarter~~	SecondQuarter		~~Third Quarter~~		ThirdQuarter	~~Fourth Quarter~~			FourthQuarter
2009
2010:
Interest income	$	21,~~533~~815	$	~~2,263~~$	1,682	$	~~2,082~~	$	$1,540	~~1,897~~		$	1,450
Provision for loan losses		~~250~~-		~~280~~	-		~~187~~		-	~~(450~~	)		-
Non-interest expenses		91		92			78			77
Non-interest expense		88			94				98				130
Net income		21,~~192~~727		~~1,891~~	1,588		~~1,817~~		1,442	~~2,270~~			1,320
Preferred stock dividends		216		~~215~~	215		~~216~~		216	~~216~~			216
Net income available to common shareholder	$	1,~~976~~511	$	~~1,676~~$	1,373	$	~~1,601~~	$	$1,226	~~2,054~~		$	1,104
Basic net income per common share	$	1915,~~760~~110	$	~~16,760~~$	13,730	$	~~16,010~~	$	$12,260	~~20,549~~		$	11,048
2008
Interest income	$	4,193	$	3,687		$	3,507		$	3,230
Provision for loan losses		-		170			-			250
Non-interest expenses		79		91			134			68
Net income		4,114		3,426			3,373			2,912
Preferred stock dividends		216		215			216			216
Net income available to common shareholder	$	3,898	$	3,211		$	3,157		$	2,696
Basic net income per common share	$	38,980	$	32,110		$	31,570		$	26,964


(In thousands, except share data)	First Quarter		Second Quarter		Third Quarter		Fourth Quarter

2009:
Interest income	$	2,533	$	2,263	$	2,082	$	1,897
Provision for loan losses		250		280		187		(450	)
Non-interest expense		91		92		78		77

Net income		2,192		1,891		1,817		2,270
Preferred stock dividends		216		215		216		216

Net income available to common shareholder	$	1,976	$	1,676	$	1,601	$	2,054

Basic net income per common share	$	19,760	$	16,760	$	16,010	$	20,549

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Disclosure Controls and Procedures

The Company’s management, including the Company’s ~~principal~~Principal ~~executive~~Executive ~~officer~~Officer and ~~principal~~ ~~financial~~Principal ~~officer~~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 15(d)-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered in this report. Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that the Company’s disclosure controls and procedures were effective in ensuring that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Internal Control Over Financial Reporting

The Company’s management has issued a report on its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, ~~2009~~2010.

There were no changes made in the Company’s internal control over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting. The ~~following is the~~ Company’s management report follows.

3942

MANAGEMENT’S REPORT ON INTERNAL CONTROL

We, as management of Webster Preferred Capital Corporation (the “Company”), are responsible for establishing and maintaining effective internal control over financial reporting. Pursuant to the rules and regulations of the Securities and Exchange Commission, internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles, and includes those policies and procedures that:

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; and

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Management has evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, ~~2009~~2010 based on the control criteria established in a report entitled Internal Control -– Integrated Framework, issued by the Committee of Sponsoring ~~Organizations~~ Organizations of the Treadway Commission (“COSO”). Based on such evaluation, we have concluded that the Company’s internal control over financial reporting is effective as of December 31, ~~2009~~2010.

~~This annual report does not include an attestation report of the Company’~~/s/ ~~independent~~Theresa ~~registered public accounting firm regarding internal control over financial reporting~~M. ~~Management’s~~Messina ~~report was not subject to attestation by the Company’~~/s/ ~~independent~~James ~~registered~~C. ~~public~~Smith ~~accounting~~Theresa ~~firm~~M. ~~pursuant~~Messina toJames ~~temporary~~C. ~~rules~~Smith, ofPresident ~~the Securities~~ and ~~Exchange~~Director ~~Commission~~Senior ~~that~~Vice ~~permit~~President, ~~the~~Chief ~~Company~~Financial ~~to provide~~Officer ~~only~~(Principal ~~management’s~~Executive ~~report~~Officer) in(Principal ~~this~~Financial ~~annual report~~ Officer)

~~/s/~~Date: ~~Douglas O. Hart /s/ James C. Smith Douglas O. Hart James C. Smith~~February 25, ~~Senior~~2011 ~~Vice President, Chief Financial Officer President and Director (Principal Executive Officer) (Principal Financial Officer)~~

~~Date:~~43 ~~March 15, 2010~~

Item 9B. Other Information

~~On March 15, 2010, Douglas O~~None. Hart notified the Company of his retirement, effective immediately following the filing of this Annual Report on Form 10-K. Mr. Hart presently serves as Senior Vice President — Chief Financial Officer of the Company.

Theresa M. Messina, age 48, will be appointed to replace Mr. Hart as Chief Financial Officer of the Company. Ms. Messina is also Senior Vice President, Chief Accounting Officer of Webster and Executive Vice President, Chief Accounting Officer of Webster Bank. Ms. Messina joined Webster and Webster Bank as Chief Accounting Officer in January 2010. Prior to joining Webster and Webster Bank she was most recently at Fannie Mae, where she worked since 2006 directing all aspects of residential mortgage operations. Prior to joining Fannie Mae, she was a partner in audit and advisory services at Ernst & Young in New York City between 2000 and 2006. From 1995 to 1998, she was Senior Vice President for operations at Fidelity Management Trust Co., in Boston, where she managed daily operations for the institutional business.

There are no arrangements or understandings between Ms. Messina and any other person pursuant to which Ms. Messina was selected to serve as the principal accounting officer of the Company. There are no family relationships between Ms. Messina and any director or executive officer of the Company. There has been no transaction nor are there any proposed transactions between the Company and Ms. Messina that would require disclosure pursuant to Item 404(a) of Regulation S-K.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The Company’s Board of Directors currently consists of three members. Directors are elected for a one-year term. The Company currently has ~~three~~ five executive officers and no other employees.

The persons who are current directors and executive officers of the Company are as follows:

Name	Age at December 31, ~~2009~~2010	Positions and Offices Held
James C. Smith	6061	President, Director
Harriet Munrett Wolfe	5657	Director
Gerald P. Plush	5152	Director
Douglas O. Hart	58	Senior Vice President, Chief Financial Officer
Theresa M. Messina	49	Senior Vice President, Chief Financial Officer (1)
Gregory S. Madar	4748	Senior Vice President, Chief Accounting Officer (1)
Bruce E. Wandelmaier	4950	Treasurer
Mark S. Lyon	4950	Secretary

~~The~~(1) ~~following~~Effective isupon aMs. Messina’s resignation ~~summary~~on ofFebruary 28, ~~the~~2011, ~~experience~~Mr. Madar ~~of the~~will ~~officers~~become ~~and~~Senior ~~directors~~Vice President, Chief Financial Officer of the Company:. Mr. Madar will continue to act as the Principal Accounting Officer.

~~James~~Information C.concerning ~~Smith has been a director and President of~~ the ~~Company~~principal ~~since~~occupation ~~July 2008. He is also Chairman, President, Chief Executive Officer and a director~~ of ~~Webster~~these ~~and~~directors ~~Webster Bank, having been elected Chief Executive Officer in 1987~~ and ~~Chairman~~officers ~~in 1995. Mr. Smith joined Webster Bank in 1975, and was elected President, Chief Operating Officer and a director~~ of ~~Webster~~the ~~Bank~~Company induring ~~1982~~at ~~and~~least ofthe ~~Webster~~last infive ~~1986.~~years ~~Mr. Smith served as President of Webster and Webster Bank until 2000, and was again elected President in 2008. Mr. Smith~~ is aset ~~director~~forth ~~of the Federal Reserve Bank of~~below: ~~Boston and was a member of the Federal Advisory Council which~~

41James C. Smith has been a director and President of the Company since July 2008. He is also Chairman, President, Chief Executive Officer and a director of Webster and Webster Bank, having been elected Chief Executive Officer in 1987 and Chairman in 1995. Mr. Smith is Chairman of the executive committee. He joined Webster Bank in 1975, and was elected President, Chief Operating Officer and a director of Webster Bank in 1982 and of Webster in 1986. Mr. Smith served as President of Webster and Webster Bank until 2000, and was again elected President in 2008. Mr. Smith is a member of board of directors of the Financial Services Roundtable based in Washington, D.C. He is also co-chairman of the American Bankers Council (American Bankers Association Mid-Cap Banks) and on the executive committee of the Connecticut Bankers Association. He is a past member of the Federal Advisory Council, which advises the deliberations of the Federal Reserve Board of Governors, and recently completed a three-year term as a member of the board of directors of the Federal Reserve Bank of Boston. He is a past member of the board of directors the American Bankers Association and of the Federal Home Loan Bank of Boston, where he served as chair of the finance committee. He is a director of St. Mary’s Hospital and the Palace Theater, both of Waterbury, Connecticut, and was a director of MacDermid, Incorporated (NYSE: MRD) until it was sold in June 2007.

Harriet Munrett Wolfe has been a director of the Company since 1997. She is also the Executive Vice President, General Counsel and Corporate Secretary of Webster and Webster Bank. Ms. Wolfe joined Webster and Webster Bank in March 1997 as Senior Vice President and Counsel, was appointed Secretary in June 1997 and General Counsel in September 1999. In January 2003, she was appointed Executive Vice President. Prior to joining Webster and Webster Bank, she was in private practice. From November 1990 to January 1996, she was Vice President and Senior Counsel of Shawmut Bank Connecticut, N.A. Hartford, Connecticut.

~~advises~~Gerald ~~the~~P. ~~deliberations~~Plush ofhas ~~the~~been ~~Federal~~a ~~Reserve~~director ~~Board~~ of ~~Governors~~the ~~until~~Company ~~December~~since ~~2007~~2006. He is aalso ~~member~~Vice Chairman and Chief Operating Officer of ~~the~~Webster ~~executive~~and ~~committee~~Webster Bank as of ~~the~~January ~~Connecticut~~2011. ~~Bankers~~He ~~Association,~~continues ~~co-chairman~~to serve as Chief Financial Officer of ~~the~~Webster and Webster Bank. Mr. Plush joined Webster in July 2006 as Executive Vice President and Chief Financial Officer. He ~~American~~was ~~Bankers~~promoted ~~Council~~to Senior Executive Vice President in July 2007 and awas ~~former~~elected ~~director~~Chief ofRisk ~~the~~Officer ~~Federal~~in ~~Home~~July ~~Loan~~2008 ~~Bank~~and ofserved ~~Boston~~in this role until August 2010. Mr. HePlush isserves aas ~~director~~Chairman of ~~St. Mary~~Webster’s ~~Hospital~~Enterprise ~~and~~Risk ~~the~~Management ~~Palace~~Committee. ~~Theater~~Prior to joining Webster, ~~both~~Mr. Plush ofwas ~~Waterbury~~employed at MBNA America in Wilmington, ~~Connecticut~~Delaware. In his most recent position with MBNA, he was Senior Executive Vice President and Managing Director of Corporate Development and Acquisitions. Prior to this position, Mr. Plush was aSenior ~~director~~Executive Vice President and Chief Financial Officer of ~~MacDermid~~MBNA’s North American Operations, ~~Incorporated~~and ~~(NYSE: MRD)~~prior ~~until~~to itthat he was ~~sold~~Senior inExecutive ~~June~~Vice President and Chief Financial Officer of U.S. Credit Card. Mr. ~~2007~~Plush serves on the board of directors of Junior Achievement of southwest New England, Inc.

~~Harriet~~Theresa ~~Munrett~~M. ~~Wolfe~~Messina has been athe Senior ~~director~~Vice President and Chief Financial Officer of the Company since ~~1997~~March 2010. She is also ~~the Executive~~Senior Vice President, ~~General~~Chief ~~Counsel~~Accounting ~~and~~Officer ~~Secretary~~ of Webster and Executive Vice President, Chief Accounting Officer of Webster Bank. Ms. ~~Wolfe~~Messina joined Webster and Webster Bank inas ~~March~~Chief ~~1997~~Accounting asOfficer ~~Senior~~in ~~Vice~~January ~~President~~2010. ~~and~~Prior ~~Counsel,~~to ~~was~~joining ~~appointed~~Webster ~~Secretary~~and inWebster ~~June~~Bank ~~1997~~she ~~and~~was ~~General~~most ~~Counsel~~recently ~~in September~~at ~~1999.~~Fannie InMae, ~~January~~where ~~2003,~~since 2006 she ~~was~~directed ~~appointed~~all ~~Executive~~aspects ~~Vice~~of ~~President~~residential mortgage operations. Prior to joining Fannie ~~Webster and Webster Bank~~Mae, she was ina ~~private~~partner ~~practice.~~in ~~From~~audit ~~November~~and ~~1990~~advisory toservices ~~January~~at ~~1996,~~Ernst & ~~she~~Young ~~was~~in ~~Vice~~New ~~President~~York ~~and~~City ~~Senior~~since ~~Counsel of Shawmut Bank Connecticut, N~~2000.A. ~~Hartford, Connecticut.~~

~~Gerald~~Gregory PS. ~~Plush~~ Madar has been ~~a director of~~ the ~~Company since 2006. He is also~~ Senior ~~Executive~~ Vice President and Chief ~~Financial~~Accounting Officer~~/Chief~~ ~~Risk Officer~~ of ~~Webster~~the ~~and~~Company ~~Webster~~since ~~Bank.~~April Mr2008. ~~Plush~~ ~~joined~~He ~~Webster~~also inserved ~~July~~as ~~2006~~Treasurer ~~and~~of ~~was~~the ~~promoted~~Company tofrom ~~Senior~~2001 ~~Executive~~to ~~Vice~~2003, ~~President~~as inSecretary ~~July~~of ~~2007.~~the HeCompany ~~was~~from ~~elected~~March ~~Chief~~1997 ~~Risk~~to ~~Officer~~March in1999 ~~July~~and ~~2008. Mr. Plush serves~~ as ~~Chairman~~Assistant Secretary of the ~~Webster’s~~Company ~~Enterprise~~from ~~Risk~~1999 ~~Management Committee. Prior~~ to ~~joining~~April ~~Webster,~~2008. Mr. ~~Plush~~Madar, ~~was~~a ~~employed~~Certified atPublic ~~MBNA~~Accountant ~~America~~worked infor ~~Wilmington,~~KPMG ~~Delaware.~~LLP Inand ~~his~~joined ~~most~~Webster ~~recent~~Bank ~~position~~in ~~with~~January ~~MBNA,~~1995 heas ~~was Senior Executive~~ Vice President and ~~Managing~~Tax ~~Director~~Manager ~~of Corporate Development~~ and ~~Acquisitions. Prior to this position, Mr. Plush~~ was elected Senior ~~Executive~~ Vice President and ~~Chief~~Assistant ~~Financial~~Controller ~~Officer~~in January of2000. ~~MBNA’s~~In ~~North~~February ~~American Operations~~2002, ~~and~~he ~~prior~~was promoted to ~~that he was~~ Senior ~~Executive~~ Vice President and ~~Chief~~Controller ~~Financial Officer~~ of ~~U.S.~~Webster ~~Credit~~and ~~Card.~~Webster MrBank. ~~Plush serves on the board of directors of Junior Achievement of Southwest New England, Inc.~~

~~Douglas~~Effective Oupon Ms. Messina’s ~~Hart~~resignation ~~has~~on ~~been~~February 28, ~~the~~2011, ~~Senior Vice President and Chief Financial Officer of the Company since April 2008~~Mr. Madar Hewill isbe ~~also~~promoted ~~Executive~~to Senior Vice President ~~of Webster~~ and ~~Webster Bank. Mr. Hart joined Webster and Webster Bank as~~ Chief Accounting Officer ~~in June~~ of ~~2007 and was appointed Executive Vice President in September of 2008. Prior to joining~~ Webster and Webster Bank heand ~~was~~ Senior ~~Executive~~ Vice President ~~– Treasury Operations and Deposits for MBNA Corporation in Wilmington~~, ~~Delaware.~~Chief OnFinancial ~~September 8,~~Officer ~~2009, Mr. Hart notified Webster~~ of ~~his intention to retire from~~ the Company ~~subsequent to the filing of the Form 10-K~~.

Gregory S. Madar has been the Senior Vice President and Chief Accounting Officer of the Company since April 2008. He also served as the Treasurer of the Company from 2001 to 2003, as Secretary of the Company from March 1997 to March 1999 and as Assistant Secretary of the Company from 1999 to April 2008. He is also Senior Vice President and Controller of Webster Bank. Mr. Madar, a Certified Public Accountant, joined Webster Bank in 1995 as Vice President and Tax Manager and was elected Senior Vice President and Assistant Controller in January 2000. In February 2002, he was promoted to Senior Vice President and Controller of Webster.

Bruce E. Wandelmaier has been the Senior Vice President and Treasurer of the Company since April 2008. He is also Senior Vice President and Treasurer of Webster Bank. Mr. Wandelmaier joined Webster Bank in 1999 as Senior Vice President and Asset/Liability Manager. He was promoted to Treasurer in December 2007. Prior to joining Webster, Mr. Wandelmaier was Vice President and Corporate Forecasting Manager of First Union, Charlotte, North Carolina and prior to that Vice President and Asset/Liability Manager of First Fidelity Bank in Newark, New Jersey.

Mark S. Lyon has been the Secretary of the Company since December 2005. He is also Assistant Secretary of Webster and Senior Vice President and Assistant Secretary of Webster Bank. Mr. Lyon joined Webster in November 2005. Previously Mr. Lyon was Assistant Secretary for Praxair, Inc., an industrial gases company in Danbury, CT.

Code of Business Conduct and Ethics

The Company, including its Board of Directors is subject to Webster’s Code of Business Conduct and Ethics. The Code of Business Conduct and Ethics is available at Webster’s website at www.websteronline.com.

Audit Committee Matters

The Board of Directors serves as the audit committee of the Company. The Company, as an indirect subsidiary of Webster Financial Corporation (NYSE: WBS), is relying on the exemption provided in Section10A-3(c)(2) of the Securities Exchange Act of 1934.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s directors and executive officers and persons who own more than 10% of its Series B Preferred Stock to file with the SEC initial reports of ownership of the Company’s equity securities and to file subsequent reports when there are changes in such ownership. Based on a review of reports submitted to the Company, the Company believes that during the fiscal year ended December 31, ~~2009~~2010, all Section 16(a) filing requirements applicable to the Company’s officers, directors and more than 10% owners were complied with on a timely basis.

Item 11. Executive Compensation

The Company currently has ~~three~~five executive officers, none of whom receive compensation as employees of the Company. The Company has never issued options or warrants to officers or directors of the Company. The Company does not have any stock option plan or similar plan, retirement or pension plan or any other form of employee compensatory plan. The Company has retained an advisor to perform certain functions pursuant to an Advisory Service Agreement described below under “The Advisor.” Each officer and Director of the Company currently is also an officer of Webster Bank. The Company maintains corporate and accounting records that are separate from those of Webster Bank and any of Webster Bank’s affiliates.

It is not currently anticipated that the officers, directors or employees of the Company will have any pecuniary interest in any mortgage asset to be acquired or disposed of by the Company or in any transaction in which the Company has an interest.

The Company does not pay the directors of the Company fees for their services as directors. Although no direct compensation is paid by the Company, under the Advisory Services Agreement, the Company reimburses Webster Bank for its proportionate share of the salaries of such persons for services rendered.

The Advisor. The Company has entered into an Advisory Service Agreement (the “Advisory Agreement”) with Webster Bank to administer the day-to-day operations of the Company. Webster Bank in its role as advisor under the terms of the Advisory Agreement is herein referred to as the “Advisor.” The Advisor is responsible for (i) monitoring the credit quality of the mortgage assets held by the Company, (ii) advising the Company with respect to the acquisition, management, financing and disposition of the Company’s mortgage assets, and (iii) maintaining custody of the documents related to the Company’s mortgage assets. The Advisor may at any time subcontract all or a portion of its obligations under the Advisory Agreement to one or more of its affiliates involved in the business of managing mortgage assets. If no affiliate of the Advisor is engaged in the business of managing mortgage assets, the Advisor may, with the approval of a majority of the Board of Directors, subcontract all or a portion of its obligations under the Advisory Agreement to unrelated third parties. The Advisor may assign its rights or obligations under the Advisory Agreement to any affiliate of the Company. The Advisor will not, in connection with the subcontracting of any of its obligations under the Advisory Agreement, be discharged or relieved in any respect from its obligations under the Advisory Agreement.

The ~~Company~~Advisory ~~has~~Agreement ~~entered~~had ~~into~~ an ~~Advisory~~initial ~~Service~~term ~~Agreement~~of ~~(the~~two ~~“Advisory Agreement”)~~years, ~~with~~and ~~Webster~~has ~~Bank~~been torenewed ~~administer~~for ~~the~~additional ~~day~~one-~~to-day~~year ~~operations~~periods. ofIt ~~the~~will ~~Company.~~continue ~~Webster~~to ~~Bank~~be inrenewed ~~its~~until ~~role~~notice asof ~~advisor~~nonrenewal ~~under~~is ~~the~~delivered ~~terms~~by ofeither party to the other party. The Advisory Agreement ismay ~~herein~~be ~~referred~~terminated toby as the ~~“Advisor.”~~Company ~~The~~at ~~Advisor~~any istime ~~responsible~~upon ~~for (i) monitoring~~90 ~~the~~days’ ~~credit~~prior ~~quality~~written ofnotice. ~~the~~The ~~mortgage~~Advisor ~~assets~~is ~~held~~entitled byto ~~the~~receive ~~Company,~~an ~~(ii) advising~~advisory ~~the~~fee ~~Company~~ with respect to the ~~acquisition,~~advisory ~~management,~~services ~~financing~~provided ~~and~~by ~~disposition~~it ofto the Company~~’s mortgage assets~~, ~~and (iii) maintaining~~as ~~custody of~~ per the ~~documents~~amended ~~related~~agreement toadopted ~~the~~on ~~Company’s~~March 31, ~~mortgage assets~~2006. The ~~Advisor~~fee may atbe ~~any~~revised ~~time~~subject ~~subcontract~~to ~~all~~Director orapproval ~~a portion of its obligations under the Advisory Agreement~~ to ~~one~~reflect orchanges ~~more of its affiliates involved~~ in the ~~business~~ ofactual ~~managing~~costs ~~mortgage~~incurred ~~assets.~~by ~~If no affiliate of~~ the Advisor ~~is engaged~~ in ~~the~~providing ~~business~~services. ofOn ~~managing mortgage assets~~April 16, ~~the Advisor may~~2009, ~~with~~ the ~~approval of a majority of the Board of~~ Directors, ~~subcontract~~approved ~~all or a portion of its obligations~~the ~~under~~increase in the ~~Advisory~~advisory ~~Agreement~~fee tofrom ~~unrelated third parties~~$205.0 ~~The~~thousand ~~Advisor may assign its rights or obligations under the Advisory Agreement~~ to ~~any affiliate of the Company~~$220.0 ~~The~~thousand ~~Advisor~~effective ~~will not~~April 1, ~~in connection with the subcontracting of any of its obligations under the Advisory Agreement, be discharged or relieved in any respect from its obligations under the Advisory Agreement~~2009.

43The Advisory Agreement provides that the liability of the Advisor to the Company for any loss due to the Advisor’s performing or failing to perform the services under the Advisory Agreement shall be limited to those losses sustained by the Company which are a direct result of the Advisor’s negligence or willful misconduct. It also provides that under no circumstances shall the Advisor be liable for any consequential or special damages

~~The~~ and ~~Advisory~~that ~~Agreement~~in ~~had~~no anevent ~~initial~~shall ~~term~~the ofAdvisor’s ~~two~~total ~~years,~~combined ~~and~~liability ~~has~~to ~~been~~the ~~renewed~~Company for ~~additional~~all ~~one-year periods.~~claims Itarising ~~will~~under ~~continue~~or toin beconnection ~~renewed~~with ~~until notice of nonrenewal is delivered by either party to~~ the ~~other party. The~~ Advisory Agreement ~~may~~ be ~~terminated~~more bythan the ~~Company~~total atamount ~~any~~of all ~~time~~fees ~~upon~~payable 90by ~~days’~~the ~~prior~~Company ~~written~~to ~~notice.~~the ~~The~~ Advisor isunder ~~entitled to~~the ~~receive~~Advisory anAgreement ~~advisory~~during ~~fee with respect to~~ the ~~advisory~~year ~~services~~immediately ~~provided~~preceding ~~by it to~~ the ~~Company,~~year asin ~~per~~which the ~~amended~~first ~~agreement~~claim ~~adopted~~giving onrise ~~March~~to ~~31,~~such ~~2006~~liability arises. The ~~fee~~Advisory ~~may~~Agreement bealso ~~revised~~provides ~~subject~~that to ~~Director~~the ~~approval~~extent tothat third ~~reflect~~parties ~~changes~~make inclaims ~~the~~against ~~actual costs incurred by~~ the Advisor inarising ~~providing~~out ~~services.~~of Onthe ~~April~~services ~~16,~~provided ~~2009~~thereunder, the ~~Directors~~Company ~~approved~~will ~~the~~indemnify ~~increase in~~ the ~~advisory~~Advisor ~~fee~~against ~~from~~all ~~$205,000~~loss toarising ~~$220,000, effective April 1, 2009~~therefrom.

The Advisory Agreement provides that the liability of the Advisor to the Company for any loss due to the Advisor’s performing or failing to perform the services under the Advisory Agreement shall be limited to those losses sustained by the Company which are a direct result of the Advisor’s negligence or willful misconduct. It also provides that under no circumstances shall the Advisor be liable for any consequential or special damages and that in no event shall the Advisor’s total combined liability to the Company for all claims arising under or in connection with the Advisory Agreement be more than the total amount of all fees payable by the Company to the Advisor under the Advisory Agreement during the year immediately preceding the year in which the first claim giving rise to such liability arises. The Advisory Agreement also provides that to the extent that third parties make claims against the Advisor arising out of the services provided thereunder, the Company will indemnify the Advisor against all loss arising therefrom.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth, as of December 31, ~~2009~~2010, the number and percentage of the outstanding shares of either our Common Stock or Series B Preferred Stock beneficially owned by (i) all persons known by the Company to own more than five percent of such shares, (ii) each director of the Company, and (iii) each executive officer of the Company, and (iv) all executive officers and directors of the Company as group.

Name and Address of Beneficial Owner	Amount of Beneficial Ownership	Percent of Class of OutstandingShares
Webster Bank 145 Bank Street Waterbury, CT	100 shares	Common – 100%
Webster Bank, 145 Bank Street, Waterbury, CT	100 shares	Common – 100%
James C. Smith President, Director	-0-	-0-
James C. Smith, President, Director	-0-	-0-
Harriet Munrett Wolfe Director	-0-	-0-
Harriet Munrett Wolfe, Director	-0-	-0-
Gerald P. Plush Director	-0-	-0-
Gerald P. Plush, Director	-0-	-0-
Douglas O. Hart Senior Vice President, Chief Financial Officer	-0-	-0-
Theresa Messina, Senior Vice President, Chief Financial Officer	-0-	-0-
Gregory S. Madar Senior Vice President, Chief Accounting Officer	300 shares	Series B Preferred Stock*
Gregory S. Madar, Senior Vice President, Chief Accounting Officer	300 shares	Series B Preferred Stock*
Bruce E. Wandelmaier Treasuer	-0-	-0-
Bruce E. Wandelmaier, Treasurer	-0-	-0-
Mark S. Lyon Secretary	-0-	-0-
Mark S. Lyon, Secretary	-0-	-0-
All Officers and Directors as a group	300 shares	Series B Preferred Stock*

* Less than one percent

The Company does not maintain any compensation plans pursuant to which equity securities of the Company may be issued.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The Company is organized as a subsidiary of Webster Bank, is controlled by, and through advisory and servicing agreements is totally reliant on, Webster Bank. The Company’s Board of Directors consists entirely of Webster Bank employees and, through the advisory and servicing agreements, Webster Bank and its affiliates are involved in every aspect of the Company’s existence. Webster Bank administers the day-to-day activities of the Company in its role as Advisor under the Advisory Agreement and acts as Servicer of the Company’s Mortgage Loans under the Servicing Agreement. In addition, all of the officers of the Company are also officers of Webster Bank. As the holder of all of the outstanding voting stock of the Company, Webster Bank generally will have the right to elect all of the directors of the Company. For a description of the fees Webster Bank is entitled to receive under the Advisory Agreement and Servicing Agreements, see Notes 4 and 5 to the Company’s financial statements included in Item 8.

Loans under the Amended and Restated Service Agreement. In addition, all of the officers of the Company are also officers of Webster Bank. As the holder of all of the outstanding voting stock of the Company, Webster Bank generally will have the right to elect all of the directors of the Company. For a description of the fees Webster Bank is entitled to receive under the Advisory Agreement and Amended and Restated Service Agreement, see Note 4 – Servicing and Note 5 – Advisory Services in the Notes to Financial Statements included in Item 8.

Dependence upon Webster Bank as Advisor and Servicer

The Company is dependent on the diligence and skill of the officers and employees of Webster Bank as its Advisor for the selection, structuring and monitoring of the Company’s mortgage assets. In addition, the Company is dependent upon the expertise of Webster Bank as its Servicer for the servicing of the mortgage loans. The personnel deemed most essential to the Company’s operations are Webster Bank’s loan servicing and administration personnel, and the staff of its finance department. The loan servicing and administration personnel advise the Company in the selection of mortgage assets, and provide loan-servicing oversight. The finance department assists in the administrative operations of the Company. The Advisor may subcontract all or a portion of its obligations under the Advisory Agreement to one or more affiliates, and under certain conditions to non-affiliates, involved in the business of managing mortgage assets, with the approval of the Board of Directors of the Company. The Advisor may assign its rights or obligations under the Advisory Agreement, and the Servicer may assign its rights and obligations under the ~~Servicing~~Amended and Restated Service Agreement, to any affiliate of the Company involved in the business of managing real estate mortgage assets. ~~Under the Advisory Agreement, the Advisor may subcontract its obligations to unrelated third parties with the approval of the Board of Directors of the Company.~~ In the event the Advisor or the Servicer subcontracts or assigns its rights or obligations in such a manner, the Company will be dependent upon the subcontractor or affiliate to provide services. Although Webster Bank has indicated to the Company that it has no plans in this regard, if Webster Bank were to subcontract all of its loan servicing to an outside third party, it also would do so with respect to mortgage assets under the ~~Servicing~~Amended and Restated Service Agreement. Under such circumstances, there may be additional risks as to the costs of such services and the ability to identify a subcontractor suitable to the Company. The Servicer does not believe it would subcontract those duties unless it could not perform such duties efficiently and economically itself.

Because Webster Bank owns more than 50% of the voting power of the Company’s common stock, the Company is considered a “controlled company” for the purposes of NASDAQ listing requirements, and the Company qualifies for, and relies on, the “controlled company” exception to the board of directors and committee composition requirements under the Marketplace Rules of the NASDAQ Stock Market. Pursuant to this exception, the Company is exempt from the rules that require its board of directors to be comprised of a majority of “independent directors.”

Policies and Procedures Regarding Transactions with Related Persons

The Company is covered under Webster’s Code of Business Conduct and Ethics. Pursuant to Webster’s Code of Business Conduct and ethics, all related party transactions must be conducted at arm’s length. Any consideration paid or received in such a transaction must be on terms no less favorable than terms available to an unaffiliated third party under similar circumstances.

Item 14. Principal Accounting Fees and Services

Audit and Non-Audit Fees

OnAudit ~~March 6,~~Fees ~~2009,~~for ~~the~~services ~~Board~~rendered ofby ~~Directors engaged~~ Ernst & Young LLP, for ~~(“E&Y”)~~the asaudit of the Company’s ~~independent~~annual ~~registered~~financial ~~public~~statements ~~accounting firm~~ for the ~~fiscal~~years ~~year~~ ended December 31, ~~2009.~~2010 ~~The~~and ~~Audit~~2009 ~~Committee of~~were ~~the~~$31.0 ~~Board~~thousand ofand ~~Directors~~$30.0 ofthousand, ~~the Corporation recommended these actions to the Board of Directors~~respectively.

~~The~~Audit ~~following~~Fees ~~table~~consist ~~presents~~of fees for professional ~~audit~~ services rendered ~~by Ernst & Young LLP,~~ for the audit of the Company’s annual financial statements ~~for~~and review of the ~~year~~interim ~~ended~~financial ~~December 31,~~statements ~~2009~~included in quarterly reports, and services that are normally provided in connection with statutory and ~~fees~~regulatory ~~billed~~filings or engagements. No fees for other services ~~rendered~~were bybilled ~~either~~during ~~Ernst & Young~~the ~~LLP~~years orended ~~during~~December 31, ~~that~~2010 ~~period~~and 2009.

		Year ended December 31, 2009
Audit Fees		$	30,000

On March 3, 2009, the Board of Directors of Webster Financial Corporation (the “Corporation”) determined not to reappoint KPMG LLP (“KPMG”) as the Corporation’s independent registered public accounting firm for the fiscal year ended December 31, 2009 or any quarterly periods therein. KPMG was notified of this action on March 3, 2009.

The following table presents fees for professional audit services rendered by KPMG LLP, for the audit of the Company’s annual financial statements for the year ended December 31, 2008 and fees billed for other services rendered by KPMG LLP during those periods.

		Year ended December 31, 2008
Audit Fees		$	33,600

Audit Fees consist of fees for professional services rendered for the audit of the Company’s annual financial statements and review of the interim financial statements included in quarterly reports, and services that are normally provided in connection with statutory and regulatory filings or engagements.

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)(1)

The financial statements of the registrant are included in Item 8 of Part II of the report.

(a)(2)

All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.

(a)(3)

A list of the exhibits to this Form 10-K is set forth on the Exhibit Index immediately preceding such exhibits and is incorporated herein by reference.

(b)	Exhibits to this Form 10-K are attached or incorporated herein by reference as stated above.

(c)	Not applicable.

4749

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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
BY:		/s/ James C. Smith
		James C. Smith, President and Director
Date:		~~March~~February 1525, ~~2010~~2011

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of ~~March~~February 1525, ~~2010~~2011.

By: /s/ James C. Smith James C. Smith, President and Director (Principal Executive Officer) By: /s/ ~~Douglas~~Theresa OM. ~~Hart~~Messina ~~Douglas~~Theresa OM. ~~Hart~~Messina, Senior Vice President and Chief Financial Officer (Principal Financial Officer) By: /s/ Gerald P. Plush Gerald P. Plush, Director By: /s/ Harriet Munrett Wolfe Harriet Munrett Wolfe, Director

4850


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 of Rights and Preferences of 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 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 9, 2007).

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).

10.1		Mortgage Assignment Agreement, made as of March 17, 1997, by and between Webster Bank and the Company (incorporated herein by reference from Exhibit 10.1 to the Company’s Registration Statement on Form S-11 (File No. 333-38685) filed with the SEC on October 24, 1997).

10.2		Amended and Restated Master Service Agreement, dated March 31, 2006, between Webster Bank and the Company (incorporated herein by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed with the SEC on August 8, 2006).

10.3		Amended and Restated Advisory Service Agreement, made as of March 31, 2006, by and between Webster Bank and the Company (incorporated herein by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed with the SEC on August 8, 2006).

31.1		Certificate of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certificate of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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.

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