Welcome to the Webster Financial Corporation’s second quarter 2009 earnings results conference call. At this time all participants are in a listen only mode. Later, we will conduct a question and answer session and instructions will follow at the time. (Operator Instructions) As a reminder ladies and gentlemen, this conference is being recorded. Also, this presentation includes forward-looking statements within the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. With respect to Webster’s financial condition, results of operations and business and financial performance, Webster has based these forward-looking statements on current expectations and projections about future events. These forward-looking events are subject to risks, uncertainties and assumptions as described in Webster Financial’s public filings with the Securities & Exchange Commission which could cause future results to differ materially from historical performance or future expectations. I would now like to turn the conference over to Mr. Jim Smith, Chairman and Chief Executive Officer.

Welcome to Webster’s second quarter earnings call and webcast. Joining me today are Gerry Plush, Chief Financial Officer and John Ciulla, Chief Credit Risk Officer. I hope you have all had the chance to review the earnings release that was issued earlier this morning. Before we begin, let me outline the flow of the call and note that we’ve included slides on our website www.WebsterOnline.com. I’ll provide some perspective on the quarter while Gerry will provide a review of our financials. Then, I’ll offer some closing remarks, figure about 30 minutes or so for the spoken remarks and then we’ll reserve time for your questions at the end. Aside from reporting net income of $16.8 million available to common shareholders in the quarter largely due to the gain on our successful exchange offer, the quarter was dominated by developments in capital and credit. Though Webster has enjoyed capital levels well in excess of regulatory requirements, investors in recent quarters have focused intently on tier I common. This is understandable in a time of stressful market conditions. Our response has been to exchange more than $170 million of existing preferreds in to tier I common equity in the quarter. The exchange can only be described as extraordinarily successful. We offered to exchange common shares and cash for outstanding convertible preferred shares and to exchange common shares for trust preferred securities. We were very pleased that the convertible preferred portion of the offer was oversubscribed at 76% and that 32% of trust preferred securities were tendered. Gaining US Treasury approval for the part cash exchange was key to its absolute and relative success and was a further testament to the overall strength of Webster’s capital position. Especially notable about the exchange was not just that we added a big chunk of tangible…

We’ve provided a view of core earnings for the quarter outlining several items to take in to consideration when looking to see what the pretax pre-provision earnings of the company were in Q2. Here on Slide Six we’re pleased to report an increase to $51 million in Q2 primarily from higher revenue. However, as you can see on the slide there are a substantial number of material items that impacted the quarter and resulted in a net pretax loss. Here we’ve excluded a gain of $24 million in connection with the $64 million of trust preferred securities that were tendered in June. We’ve also backed out $13.6 million in net losses from sales of securities and a nearly $2 million gain on the sale of our Visa shares. We’ll talk more about these transactions in a few minutes. In addition, we’ve excluded investment write downs from OTTI charges related to credit deterioration in the quarter, they totaled about $27. We’ve also backed out the $8 million in special assessment from the FDIC, $1.3 in One Webster related charges and $2.8 million in REO and repossessed equipment write downs again, just given the nature of these particular charges. Our results also included a provision for credit losses of $85 million, about $74 million relates to the continuing portfolio and nearly $11 million relating to the liquidating portfolio. So, as I stated earlier, a lot of gains and a lot of charges taken in the quarter that have impacted the results but exclusive of these our underlying operating performance in the quarter remains solid. We anticipate results going forward should be much more straightforward. Turning now to Slide Seven here’s a view of our income statement. You can see here on the summary level what the key drivers for each line item…

I’ll conclude by reiterating the key points of the quarter. First and foremost we bolstered our capital levels through a successful exchange offer that significantly increased our tangible common equity. Second, we’re maintaining our focused stance on credit quality even when credits are current but the underlying fundamentals suggest weakness. Third, we continue to grow deposits rapidly and wisely relying on our strong customer relations and brand rather than rates to build core deposits. Our ability to gather deposits cost effectively represents a key element in our ability to widen our spreads in the quarters ahead. Fourth, so far we’ve realized nearly $50 million of the $66 million in annualized revenue enhancements and cost savings conditioned by our One Webster. My final point is that Webster is building a sustainable competitive advantage through our we in Webster initiative to foster employee engagement and ensure that we reach our goal of being New England’s bank. In the end our most important point of differentiation in the market place is our people every one of whom I thank for their dedication to our mission to help people achieve their financial goals. Thank you for participating in our call. Now, Gerry and I would be pleased to take your questions.

(Operator Instructions) Your first question comes from Mark Fitzgibbon – Sandler O’Neill & Partners, LP. Mark Fitzgibbon – Sandler O’Neill & Partners, LP: Jim, you had mentioned earlier in the call that you intend to file a plan with the Treasury Department to repay TARP in the third quarter. I’m wondering is that plan incorporate raising additional capital?

Not necessarily, no. I would cite the very successful exchange that we have undergone, the tier I common ratio of 6.4%. But, at the same time I would say we’re in a very strong position to take advantage of opportunities that may appear including the announced dividend reinvestment program with the discretionary stock purchase plan and so we’re in a good position to make whatever moves we might we believe on the capital side to the extent that we decide that as part of not just the capital plan but specifically the decision to begin to repay the TARP that we might want to raise incremental additional capital. Mark Fitzgibbon – Sandler O’Neill & Partners, LP: Secondly, based on what you are seeing out there on your consumer books, do you think we’re getting close to the consumer side of non-performers peaking?

I’m really going to be careful not to give an opinion on that Mark. I guess all that I can say is that you did see some reasonably positive metrics in the second quarter where you had deceleration in the rate of deterioration and in some areas actually saw some modest improvement. So, I don’t think we want to say that that’s a trend but it’s better than what we have seen in previous quarters so it could possibly be a hopeful sign but at this point I think we shouldn’t be counting on it. Mark Fitzgibbon – Sandler O’Neill & Partners, LP: The last question, I wondered if you could share with us in the commercial real estate portfolio how much of that is non-footprint?

You know that we define our real estate footprint as sort of Northeast Philadelphia up through Boston. 92% of our portfolio is in our real estate footprint in the Northeast. Mark Fitzgibbon – Sandler O’Neill & Partners, LP: One last question if I may, can you help us think about the loan loss provision over the next couple of quarters? I recognize that there are a lot of unknowns but, it’s been pretty volatile in recent quarters and I just wondered any guidance you could share with us on the outlook for the provision would be great?

I think as Jim included in his remarks, we believe that it’s been very prudent to continue to reserve well in excess of the charge offs based on our assessment of a number of factors including the fact that we too have been taking a look at consumer statistics as well as the updated information that we understand about our commercial real estate and all of our commercial customers. We believe again, that we’ve just been taking very prudent steps to provision well in excess and again, as Jim noted, for the last three quarters significantly over charge offs. I’d like to be able to think that on a go forward basis that you’d start to see us have a narrower band between our provisioning and our charge off numbers. I think that we feel that we’ll see some acceleration like we did to get charge offs through. To give you some sense if you’re going to ask do we think the numbers are going to be as big or as up and down as they’ve been, I think that you’ll see our anticipation again, I’m going to sort of touch wood on this comment, it all depends on performance but right now based on what we know we would think that we have a tighter band between what we provision and what we charge off. But, that’s going to be based on how we assess things quarter-to-quarter. I will say this, I think I speak for both of us and for John, that we feel a lot better about where we are from a tangible equity position and that the depth and breadth of the reserves that we have associated at this point June 30th we’re certainly in a much, much stronger position as an organization to weather where we’re headed.

Your next question comes from Ken Zerbe – Morgan Stanley. Ken Zerbe – Morgan Stanley: Just a couple of questions on the TurPS portfolio, first I just want to make sure I understand this correctly, it looks like you took a $11.9 million loss on a $12.3 million book value that essentially you sold the TurPS close to zero. Why don’t we start off with that question first.

Absolutely. Those were pretty much where the fair values if you were go to back and look at the OCI would have been in the prior quarter. This again, is just our assessment of credit worthiness of the underlying issuers so when we looked at what we were going to sell versus what we were going to write down and again, this is a living breathing process literally daily we’re getting updated financial information that either provides additional information to make a credit decision on an underlying issuer or solidifies the decisions that we’ve already made. My sense is that you have to take in to account what we really were doing on that $12 million or so was to generate the tax loss to take advantage of wanting to reduce the exposure on that deferred tax asset account. Ken Zerbe – Morgan Stanley: Then the $27 million loss on the TruPS, I noticed that you guys stopped providing sort of the detail of AAA tranche and AA tranche and the rest. Where do you stand, what was the $27 million write down on, like which tranche? And, what is the carrying value currently of your remaining exposure.

Ken, I would like to point out that we have actually provided it. Again, the issue is when you look at those supplemental schedules it tells you a lot about how the rating agencies are viewing these pool trust securities. We only have several that still have held up their AA rating, virtually everything else has been downgraded below investment grade. So, if you want after the call we can take a little bit of time and go through those specifically if you have any further questions upon review. But, it’s out there on the website if you get a chance. Regarding the OTTI and again, of the $27 million, $23.6 related to the TruPS, $3.5 related to a preferred stock that we had in portfolio, both of which we took the impairments on. The key on the TruPS is again, updated financial information on an issuer-by-issuer, meaning we’ve gone through and looked at every bank and made a credit assessment. It’s very similar to the way that you think the rating agencies, sort of like a shadowed view of how Moodys would do it or I know some other institutions that have got these portfolios, used [laced] ratings, etc., these are our views on credit. You’re also going to see when you look at those supplemental schedules that there’s actually I think net about $69 million worth of portfolio left as of June 30th.

Your next question comes from Damon DelMonte – Keefe, Bruyette & Woods, Inc. Damon DelMonte – Keefe, Bruyette & Woods, Inc.: Gerry, could you just go over again the details on the deferred tax asset balance with the $12 million loss that you’ve recognized this quarter?

I believe that if you go back Damon and look at the par face on those trust preferreds were over $100 million worth of securities that were sold and we did that sale, as you can see, to generate off of that difference because of all the write downs that have been taken previously on those specific securities. We obviously recognize those for book purposes, by triggering the sale we recognize those for tax purposes and that took to the extent of I think again, we have a DTA of about $199, nearly $200 million at quarter end March 31. We were able to take a big piece of that tax loss and take it against that deferred asset account. Damon DelMonte – Keefe, Bruyette & Woods, Inc.: You said that there’s a supplement on the website that shows the trust preferred exposure?

Yes. Damon DelMonte – Keefe, Bruyette & Woods, Inc.: With the investment portfolio, any update on the CMBS investments that you have?

Yes, actually great question, they improved in value during the quarter. I think that the market value on the CMBS was approximately somewhere between $51.5 and $52 million so that’s an improvement over where we sat. We are actually doing extensive credit work on those, we’re continuously monitoring those seven individual investments so I apologize, we’ll actually probably post out a slide maybe later on to provide some details on that.

Your next question comes from Gerard Cassidy – RBC Capital Markets. Gerard Cassidy – RBC Capital Markets: Can you guys give us a little more detail on that construction loan portfolio, I think you mentioned there was three or four developers in Fairfield County with greater than $5 million exposure. How big is it for those three developers or four developers?

As Gerry said, I think we have about 17 projects left in Fairfield County totaling $32.6 million. One of the three projects over $5 million that Gerry referenced is actually in Fairfield County and that’s just under $10 million in total exposure. Gerard Cassidy – RBC Capital Markets: And the other two that are in Fairfield County or is only one?

The other two greater than $5 million are in Massachusetts and New Hampshire. Gerard Cassidy – RBC Capital Markets: And how big are they?

Actually two in Massachusetts, one is $12 million and the other one is $7 million. Gerard Cassidy – RBC Capital Markets: Are they single family or condominium type projects?

Those three are single family projects and they are right now performing. Obviously absorption is slow but they are accruing and being supported by sponsors and there is activity. Gerard Cassidy – RBC Capital Markets: Circling back to the commercial real estate question earlier in the call about I think you said 92% of your commercial real estate exposure is in your footprint defined as from Philadelphia up to Massachusetts I guess. What percentage of the commercial real estate is in your footprint where your branches are located?

It’s got to be 75% to 80%.

Gerard, I think we have approximately $300 million or so in the greater Philadelphia South Jersey market.

Right, out of a Philadelphia loan production office. Everything though Gerard is centrally underwritten and approved here in Connecticut. Gerard Cassidy – RBC Capital Markets: Also, in the upcoming third quarter can you guys tell us what the preferred dividend is going to be based upon what’s outstanding right now? And also, if you can break it out between the TARP payment and what you are paying to your own preferred shareholders?

I think the dividend to the government would remain at the $5 million and the dividend remaining on what’s left of the convertible preferreds would be about $400,000 a month so $1.2 million a quarter. Gerard Cassidy – RBC Capital Markets: In terms of the equipment financing business, any further color commentary on are there any parts of the country that are weaker or softer in that business or is it all just across the board?

Gerard, it’s generally across the board both geographically and by business unit. Gerry referenced aviation but we’re really seeing with respect to non-accruals and delinquencies a pretty even distribution of performance across geographies and our various business segments.

Classically I think 20 plus years worth experience with folks in that business I think really the biggest challenges has been asset values. It has always been one of the ways we’ve referred to as out of the room. In order to have full recoveries the biggest challenge has just been declining balances when there’s been the cases of having to repossess the equipment. As you note, in the quarter we took a couple of million worth of write downs on not only existing inventory to get it to where it can move and represent fair value and again, these values are being updated continuously. That’s really the biggest challenge right now because historically that business has been very, very strong to be able to get full recoveries and it’s really worthy to note that we continue to pursue on each and every one of the obligations there so there’s probably some potential upside down the road as you think of what’s happened in performance there for recoveries in the future. A great unit and a really dedicated unit of people over there working hard on all of those credits. Gerard Cassidy – RBC Capital Markets: When you guys look at your discontinued liquidating portfolio and you go back to when you established it and you think back to what your assumptions were back then versus what has actually played out, what can you glean from that as we go forward from here on your regular portfolio? Obviously, you guys have learned a lot about the credit issues in that portfolio. What can you take from that in terms of your approach now in attacking problems that are showing up just in your footprint?

I think a little apples and oranges and I’ll tell you why, I think the history around in sort of a vast majority of the loans that were related to the discontinued out of footprint were really part of a purchase financing transaction and predominately what we’ve got in our in footprint portfolio is what I would refer to as someone who’s got a fair bit of equity of their home, come in via our branch network or one of our mortgage originators or some other business development contact that basically won a line of credit or won a loan for a specific purpose. Much more of what we’ve got, obviously an extraordinary percentage, are customers of the bank in and around the footprint so, very different purpose for the use of the proceeds. The out of footprint stuff that’s been designated as the discontinued liquidating again, a predominated number of those loans and the dollars were associated with actually financing a home purchase and therefore much, much higher CLTVs associated with those. There was also a fair bit of those that were no income verification. One of the big challenges that we’ve got and I think we’ve talked about on a number of these quarterly calls is the specific piece within that liquidating or discontinued portfolio that is the no income verification and that’s down to about $104 million at this point. That’s the predominate part is we sit on with our credit risk committee and with the executive team is to asses reserve adequately, that’s the vast majority of where the reserves are need are just for that particular segment within the discontinued or liquidating home equity. Gerard Cassidy – RBC Capital Markets: Finally, any guidance or direction on the net interest margin as you go forward? Obviously, you had a small increase this quarter, is that something we could expect on a regular basis going forward with steep yield curve and the wider spreads that many banks are able to garner these days from their customers?

I have to thank you for that question and I’m remise for not giving some perspective on that. Our expectations are for a fairly sizeable improvement in the net interest margin in Q3 and Q4. Clearly, that’s a function of the significant amount of deposit CDs that we’ve got maturing and that will reprice and also just the expansion that we think we’ll see from all the pricing efforts on the loan side from all the various line of business leaders and those respective teams. So, our expectations are that we should be seeing a much more sizeable increase. I would say 10 basis points or greater than where we’ve just reported and that’s assuming that we stay within a reasonable range of where we are in non-performing assets overall and we’d expect even further improvement from that when you think about Q4. So, I think it’s just natural to see that what’s really happened to us over the course of 2009 is that we got the immediate impact in Q1 of all of that 175 basis points of downward fed repricing that affected a lot of the segments in our loan portfolio. We had all of that impact flow through in Q1. You’re now starting to see that with the deposits lagging in the repricing and the borrowings lagging in the repricing that now we’re sort of starting to catch up. We turned the corner on that in Q2 and you’ll see much wider opportunities for Webster in Q3 and Q4. I’d expect mid teens in terms of sort of a range of expectation and obviously, we’re going to be working hard to do that and hopefully even better.

Your next question comes from Bob Ramsey – FBR Capital Markets. Bob Ramsey – FBR Capital Markets: I was a little surprised by the rate on the increase of the net charge offs particularly in the continuing portfolio. I know you all mentioned that there was $2.8 million single credit in the commercial lending book, is there anything else lumpy to note or is this sort of 1.25% level for the continuing portfolio a fair base?

A fair base [inaudible] question because it’s tough to predict roll on the commercial assets but I can answer that the charge offs, that was the largest single point charge offs in the commercial bank and obviously in the residential bank as well so there was no lumpiness this quarter. As we talked about while delinquencies were down in resi and consumer, we had sort of a peak in terms of charge offs in the quarter but that was expected based on our peak delinquencies of about six months ago, the way we recognize loss under FFIEC. But, throughout the rest of the portfolio and center cap, our ABL and other commercial lines, they were smaller impairments and charge offs, there was not a lot of lumpiness. Bob Ramsey – FBR Capital Markets: Sort of as I look at the way you all breakout the core earnings that you all have of approximately pre-provision, pretax of $51 million and you’ve got even if we don’t think about provision build, you’ve got about $50 million in charge offs this quarter that kind of offset that particularly when you factor in the preferred dividend expense, if losses do stay at this level in the near term can you all make money here? Are there any subs you can take?

Bob, good question and our expectation is that you will continue to see expansion in pretax, pre-provision in Q3 and Q4. There will be additional revenue expansion as the margin improves even further as we get more growth based on now having a stronger capital base and one that we think will continue, that we have some opportunities there as well. I think that also just seasonally where we think we will see fee income and some of the opportunities that both Jim and I referenced that we’ll continue to see from One Webster on the expense side. So, I would expect opportunity both in Q3 and build off of what we’re going to report in Q3 to see even more opportunity again in Q4. Bob Ramsey – FBR Capital Markets: I know we’ve already talked some about the capital plan that you plan to submit to repay TARP, was that you’re submitting the plan in the third quarter or you hope to start repaying TARP in the third quarter?

The first thing is to submit the plan and it’s possible that it could be third quarter but I wouldn’t want to be suggesting that until after the plan has been filed. I don’t want to try and put a date on it but it’s a priority. Bob Ramsey – FBR Capital Markets: When you do go to repay it do you plan to repay it in pieces or hopefully all at once?

Most likely I think it would be in pieces but that call has not been made and I think part of that will depend upon the capital plan process and discussion with Treasury and our primary regulators. I think it’s just premature to make any prediction there. Bob Ramsey – FBR Capital Markets: I guess the last question I have for you is if we could jump to the trust preferred portfolios which I know we have spoken about at some length, you breakout what the carrying value of both the pool and single issuer books, what is the face value or book value of those portfolios?

I think that what is left and again, I’m just going to reference you to go to the supplementals on the site, our pools have value of about $184 million associated with those and the single issuer is around $71.9 million. So, there are some details again, if you get a chance to get to the supplemental schedules that we provided, there’s about five pages of details on the investment portfolio available on the site. Then, subsequent to your review if you have any questions I’d be happy to take some time and talk to you about it.

Your next question comes from Mike Shafir – Sterne, Agee & Leach. Mike Shafir – Sterne, Agee & Leach: I just have a question about the preferred stock dividend and the accretion extinguishment gain, the $48.4 million. I just want to make sure I’m thinking about this correctly, this number is going to go to about $6.9 million in terms of preferred dividend next quarter or $6.2?

The number is going to go to $6.2.

There are no further questions at this time. I would like to turn the floor back over to management for closing comments.

Thank you very much for being with us today. Have a good day.

This concludes today’s teleconference. You may disconnect your lines at this time. Thank you for your participation.