Good morning ladies and gentlemen and welcome to the Webster Financial Corporation’s third quarter results 2009 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 statements 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 introduce your host for today’s conference, Mr. James C. Smith, Chairman and Chief Executive Officer. Please go ahead, sir.

Thank you, Melissa. Good morning, everyone and welcome to Webster’s third quarter earning’s call and webcast. You can find our earnings release which was issued earlier this morning and the slides for the Company of this presentation on our website at websterbank.com. As usual, I will provide an overview for the quarter and Gerry Plush, our Chief Financial Officer and Chief Risk Officer will provide a review of our financials. I will then offer some closing remarks and open it up for your questions. We will begin focusing on slide 3. Since our July earning’s call, I am pleased to say that Webster continues to make significant progress on a number of fronts, including improving pre-tax pre-provision earnings, further strengthening of our capital levels, especially tangible common equity, increases not only in deposits, but market share as well made even more impressive by lynch [ph] quarter expansion and net interest margin, and stable loans delinquencies in third straight quarter. I will elaborate on each of these. First, our pre-tax pre-provision earnings rose to $56.1 million in Q3, up 10% from Q2, aided in part by a 14 basis point increase in the net interest margin to 3.18%, and by previously committed improvements from our OneWebster earnings optimization initiative. These data points speak to the fundamental strength of the Webster franchise which is beginning to shine through in a challenging economic environment. We expect our pre-tax pre-provision earnings to grow even stronger as the economy recovers, and as we execute on our plans for growth. If you look at slide 4, you can see that capital was the high point of the quarter. As we announced last week, Warburg Pincus has completed its $115 million investment in Webster common stock, non-voting preferred and warrants. We shortly will be scheduling a special…

Thank you, Jim, and good morning, everyone. We’ve provided a view of core earnings for the third quarter on slide 8 and outlined several items to take into consideration when looking to see with the pre-tax, pre-provision earnings for the Company were in Q3. We are pleased to report an increase to $56 million primarily from higher revenue. As you can see here, there are a number of material items that impacted the quarter and resulted in a net pre-tax loss. Similar to prior quarters, we have excluded these certain items including $4.7 million in net losses from sales of securities as well as $1.3 million in investment write-downs from OTTI charges related to credit deterioration in the quarter. We have also excluded $4.2 million in severance and other costs, and $2.2 million in OREO 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 [ph] of which $56.5 million related to the continuing portfolio and $28.5 million related to the liquidating portfolio. So, exclusive of these, you can see the momentum building in our underlying performance in the quarter as the margin improved and average earning assets increased. Before we proceed further through the slides, I would like to provide an update on two significant accounting items we addressed this quarter. First, regarding goodwill. Webster is required to perform its annual goodwill impairment test in the third quarter of each fiscal year, and as in past years we utilized external valuation experts to assist us. The testing results confirmed that no valuation allowance was required. Second, regarding deferred tax asset valuation allowances, we prepared a realizability analysis under ASC 740 to make a determination whether valuation allowance would be required to be established in…

Thank you, Gerry. I just want to say after listening to your comments that we pride ourselves on full disclosure and transparency, and I think what you just heard from Gerry and with all the slides you have there is a very good example of that. I want to conclude with some takeaway highlights for the quarter. We posted improved pre-tax, pre-provision earnings of $56 million, up $5 million from Q2. Our capital levels are solid across the board, and regulatory capital ratio has significantly exceed regulatory requirements and peer group ratios such that we are seeking regulatory approval to begin to repay CPP capital. Our deposit growth initiative has helped us increase our market share, and our net interest margin grew 14 basis points to 318 in the quarter with the trend in NIM remaining positive. And finally we continue to be cautious on credit increasing our reserve coverage significantly for the fourth consecutive quarter. New non-accrual loans are trending slightly downward, while (inaudible) continue to rise. Non-performing loans are down in most categories, and delinquencies remain stable. We continue to reserve well in excess of charge-offs. Thank you for participating in our call today. Now Gerry and I will be pleased to take your questions.

Thank you. We will now be conducting a question and answer session. (Operator Instructions) Our first question is from the line of Mark Fitzgibbon, Sandler O’Neill. Please go ahead with your question. Mark Fitzgibbon – Sandler O’Neill & Partners, LP: What’s really driving that is the rate that you are paying radically better than peers or is there something else going on?

Hey Mark it’s Gerry, I apologize we did not hear the opening of your question. Mark Fitzgibbon – Sandler O’Neill & Partners, LP: The question was about money market accounts, Gerry, I was wondering what’s really driving that growth, is it rate, is it a new product, is it something else?

Mark, candidly it’s the fact that we are able to drive deposit growth through all five channels. A lot of the growth that you saw in Q3 came in government finance where we seek the primary operating relationship, and we continue to build some volume in the money market accounts as well, but it’s not rate driven. Mark Fitzgibbon – Sandler O’Neill & Partners, LP: Okay. And then secondly, you guys talked about the early stage delinquency stabilizing, and we've heard that from a lot of companies this quarter. We also heard it last quarter, I guess I’m wondering, the last couple of quarters if everybody’s early stage delinquencies are going down or stabilizing, and yet the greater than 90-day stuff is continuing to increase, is it really a good leading indicator in your mind?

We are not going to put it out there as a leading indicator just as a fact pattern [ph], but that's what occurring clearly even though delinquencies are stable there is good portion that's flowing into delinquency and then from delinquency into non-accrual, so you’ve got to trace the entire migrations. We've just put it out there as what it is right now and you noticed that we were careful not to suggest at this point that we could call a turn. Mark Fitzgibbon – Sandler O’Neill & Partners, LP: The last question I have for you, as I wondered if you could just perhaps share some thoughts with us in terms of margin for the fourth quarter and the provision for the fourth quarter?

Yes Mark, this is Gerry. Regarding the margin you known as indicator, we’ve got a couple of levers of positives that will be coming for one round at FHLB advances maturing addition some continuation of the CD downward re-pricing as well as discipline you can really have seen this quarter in and around on the loan side particularly in consumer as well as very strong performance in commercials. So our expectation is that you’ll continue to see some improvement. I would just say from the terms of range say above 320 into the low 320 range, 320 Q3 range type [ph] like that. In regarding provision, I think that continue to want to stay in the range of and I think it's consists what the comments we made last time that we narrowed the gap between what we provide, what we charge. I think you will continue to see the charge offs will continue to clear through items as (inaudible) as possibly can. So, I would expect it – continue to see that absolute minimum will provide for what we charge off and we’ll just continue to asses risk in the portfolio based on what we know from information that we gather over the quarter. So, I'm not going to pin down to a specific number, but clearly I think our belief is we're taking all the right steps around how we're assessing risk content on a quarterly basis just given updated information and trends and adjusting accordingly. Mark Fitzgibbon – Sandler O’Neill & Partners, LP: Great. Thank you.

Thank you. Our next question is from the line of Damon DelMonte of KBW. Please proceed with your question. Damon DelMonte – KBW: Hi, good morning. How are you guys?

Hi Damon. Damon DelMonte – KBW: Could you just give us a little color with respect to what you’re seeing in commercial real estate front [ph]? Specifically, like with loans that are coming up for renewal, what you're seeing in terms of new market values on properties and kind of – I guess, for new originations, what you're seeing for loan-to-values and caps rates?

Hi, Damon, this is John Ciulla, good morning. Damon DelMonte – KBW: How are you John?

Good. Yes, obviously we’re seeing value diminishing, cap rates are expanding. There is pressure on rent rates and obviously on tenancy. We're looking at our portfolio as a sort of portfolio to hold now. Obviously the capital markets aren’t there for refinancing, so we’re again, cautiously optimistic as we head into sort of the teeth of the recessions effect on the commercial real estate category. And we’re looking prospectively at our maturities to try and underwrite them and make sure that the tenancy and the lease rates cover reasonable debt service and refinancing for us internally. We use PPR externally, they project that peek to traft [ph] we could see 30% to 40% declines based on NOI reduction and new cap rates. We certainly aren’t seeing that yet with respect to the properties that we are reappraising. So we’re preparing ourselves to need to refinance the maturities that are coming up, Gerry gave you the maturity schedule, they are spread pretty nicely across the next several years for us. But we expect to continue to see pressure on valuation on tenancy and on cap rates. Damon DelMonte – KBW: And can you just remind us some of the original characteristics when those loans are (inaudible) type with the average loan size was and what the loan value was?

Sure, I think our average on investment commercial real estate deal was in the $9 million range. We have one exposure over $20 million of the portfolios – pretty granular. Underwriting guidelines were fairly typical at 140 debt service coverage ratio out of the box based on a market interest rate and a reasonable amortization schedule. So, I think our underwriting LTV’s were around 60% to 65% out of the box. Damon DelMonte – KBW: Okay. That’s helpful. Thank you. And then, Gerry, could you tell us what the total DTR [ph] is for this quarter? Total charge with that restructuring.

Yes, we’ll get that for you in a second, Damon. Damon DelMonte – KBW: Okay, all right. And then, I guess, lastly with the new branches coming online, is there any adjustments we should be considering for some of the (inaudible) standpoint. And if so what – should we look for them to hit in the fourth quarter or in the first quarter?

Regarding the branches you’ll see expense come online. Actually there is expense in the P&L because obviously we believe the space and then hired up personnel. In terms of Providence we already have an existing branch that we’re relocating from it’s just too much more visible location in heart in the business district. So, really not going to see much incremental expense other than obviously what we’ve done to improve the location and the actual cost of that particular location as we work our way out of the other. Regarding Boston, I think I have given prior disclosure of that. We’ve been basically paying through the P&L the lease expense on that throughout the course of the year. What you’ll see is some ramp up in compensation expense, although that's been pretty much, we have been ratably adding the people over period of time. Our head of government is been there [ph], our small business folks there, all have been going through the P&L in the current period, so that's also part of why you see some uptick in occupancy as well as some uptick in compensation expense in this past quarter. So, I have to say all in you’re seeing a fair bit of the expense already flowing through in Q3. Damon DelMonte – KBW: Okay, great. That's all I had. Thank you very much.

Thank you. Our next question is from the line of Amanda Larson [ph]. Please go with your question.

Quick questions, on about the sale of the $4.9 million book value securities. What was the rational for selling them instead of just keeping on the book, I understand that you would have had OTTI charge but how come you just not write it out?

Yes, our assessment and of risk in those portfolios is that there is – there really was limited upside and we actually saw far greater potential to sell for tax purposes, generate the tax loss, to be able to utilize some of the loss carry backs and drive the DTA down. So, a fair bit it was our view of recoverability of value in future periods and how long that would take, if any recoverability, as the opportunity to continue to be vigilant around the size of the DTA and how we manage that.

Okay, that’s what we are seeing a nice tax benefit added to that?

Yes.

Okay, very good. Thank you.

Sure.

Thank you. Our next question is from the line of Matthew Kelly of Sterne Agee. Please proceed with your question. Matthew Kelley – Sterne Agee: Yes. First question, what is the net deferred tax asset at the end of quarter?

I'm sorry? Matt, can you repeat your question? Matthew Kelley – Sterne Agee: Yes, what is the net deferred tax asset at September 30th?

Yes, we are right around a $135 million. I'm going to apologize; I believe we haven’t broken out on the release. Yes, we do, it’s a 139 points. Matthew Kelley – Sterne Agee: Okay. And then, the increase in the commercial real estate non-accruals, any trends in terms of geography there, maybe a little more detail, I think, increased on the quarter?

Sure, hang on one second here. In terms of geography in CRE, in terms of the non-accruals, what we are seeing while 90% of our CRE is in footprints here both in footprint credits. They are the two large contributors to the investor CRE non-accruals. Matthew Kelley – Sterne Agee: What were the types of properties, what’s the story behind those credits?

I think, one is a rental, the other one is office space, and just lost tenancy. Matthew Kelley – Sterne Agee: Okay. And what part of your current footprint those were in? The Massachusetts, Eastern Connecticut, Fairfield, what region?

They are in the Boston, sold out in the quarter. The two large credits, one is in Massachusetts and one is in New Jersey. Matthew Kelley – Sterne Agee: Okay. And then, the question on the margin, if we stay in a low, absolute level rate, how much additional earning asset yield deterioration you think we could see? Will it stay at this current rate environment for longer than people would expect, where is the earning asset yield going?

Matt, I think you’ve seen that we've been very vigilant about and disciplined around loan pricing. So, particularly, you saw the top end commercial, you’ve seen the sort of the sea change that happened in consumer in terms of the new production that’s coming on board. So, I tend to think if rates stay as you’ve certainly seen the magnitude of the downward re-pricing flow through. The one area where we've clearly had a little bit of downward pricing was (inaudible) in CRE and that’s just because of the way certain deals reset based off of LIBOR. But generally speaking what we've gone through in the course of 2009 has been the immediate depression of loan yields and what you’ve seen in terms of some deterioration post Q1 going into Q2 and Q3. It’s just been from refinancing activity, that’s primarily what’s driven the changes in the resi portfolio. So, I would say that in terms of trying to get a beat on that the volatility, quarter-to-quarter, may only be a couple of basis points. The way the composition and the portfolio is today, clearly that can change based on what we originate now in this market. Now we've restructured loans on a go-forward basis. Matthew Kelley – Sterne Agee: Got you. All right, thank you.

Yes, and if I could, just to jump back to Damon’s question, Damon, I apologize. I didn’t have the answer at the top of my head, but I got it now. TDRs in the quarter were about $68 million, that was the increase for the quarter. Thanks.

(Operator Instructions) Our next question is from the line of Collyn Gilbert of Stifel Nicolaus. Please proceed. Collyn Gilbert – Stifel Nicolaus & Co.: Great. Thanks. Good morning, guys.

Good morning. Collyn Gilbert – Stifel Nicolaus & Co.: Just a question on the CRE loans that you are seeing coming due, do you know what percentage of those you are offering new lines to versus letting them go to the competition?

Collyn, specifically, your question is around say of $300 million or so that matures in the next 12 to 15 months? Collyn Gilbert – Stifel Nicolaus & Co.: Sure. Go ahead.

I would say we are too early in the cycle to give you any real indication because we are coming up on the maturities. We have refinanced the majority of the loans that would come due internally, and we obviously see less activity from other financing sources, but now there is not enough of a sample to give you a sense as to what's moving away from us and what we are refinancing internally. Collyn Gilbert – Stifel Nicolaus & Co.: Okay. So, but the check [ph] has been done to date, most of that has been refinanced internally?

Correct. Collyn Gilbert – Stifel Nicolaus & Co.: Okay. And then, could you talk a little bit, and Gerry if you covered that, I apologize, but what’s your expectation is for the securities portfolios in terms of future growth, and where you sort of see the allocation of assets into that segment?

Yes, and I think, Collyn you could tell from just some of the additions in the quarter, we have kept everything very short. There is a lot of short-term addition into that portfolio figure, actually, seen for us a lot of stuff has got durations of one year or less. We've also got a number of assets that were added that were primarily hybrids. In terms of overall, really not looking to continue to expand more than maybe a couple hundred million dollars, but I think you can tell that what we are doing is part of the portfolio is searching for places for the strong liquidity that we have, and just to continue to have sources of liquidity as we turn towards growth in small business and in middle market, and some more geographic concentration around even our national businesses and equipment finance and ABL, more in the north east corridor. So, there really isn’t a plan for huge expansion there. Obviously, it’s elevated from where we were at end quarter, last quarter, as well as from year end. But at this stage, this is all more for just repositioning. It’s also for asset liability management purposes in terms of mix of some of those assets that we are bringing on. You know, clearly different, when you think about the call security or safety in terms of all the additions that are coming in and around agencies secured stuff or agency backed stuff, I should say. So, hopefully that’s helpful. And again, I would point, when you get a chance is to try and the supplemental information on the website. It will give you really granular breakout of the new categories in addition to what we have in the slides today. Collyn Gilbert – Stifel Nicolaus & Co.: Okay. That’s helpful. Thanks. And then just a final follow-up, on the TDRs, Gerry, did you say increase to $68 million from the second quarter?

The TDRs are 68 million for the quarter. Collyn Gilbert – Stifel Nicolaus & Co.: Okay, so, that’s the balance for the quarter?

Yes. The new TDRs for the quarter. Collyn Gilbert – Stifel Nicolaus & Co.: Okay. What were they last quarter?

They were about a 100 I think the balance was about 116 as of June 30th. Collyn Gilbert – Stifel Nicolaus & Co.: Okay. Okay, that’s all I had. Thanks.

Sure.

Thank you. Our next question is from the line of Bob Ramsey of FBR Capital Markets. Please go ahead with your question. Bob Ramsey – FBR Capital Markets: Hi, good morning.

Good morning, Bob. Bob Ramsey – FBR Capital Markets: To follow-up on the TDRs, the TDRs dropped sequentially by, I guess, 40 million or 50 million. Can you talk about – was that loan that had been performing for six months, or were they returning to an accrual status or what was the drop there?

I think Gerry gave you the balance as of 630 we’ll get you the actual new TDRs [ph] for the second quarter. Just from the trend perspective we have seen an increase in those seasoned TDRs after six months that return to accrual. But it’s really just a function as well of the activity in both the resi and commercial activities being lumpy quarter-over-quarter.

I think there is a misunderstanding here, where the balance is 68 or where the new TDRs 68. Balance as of June 30th was 116 balance at September 30th…

…is 184.6.

Right.

58.1 million of new TDR.

That’s correct.

So the balance increased, not decreased. Bob Ramsey – FBR Capital Markets: Okay, I apologize, I misunderstood that. And so what is the balance on TDRs that are actually accruing interest. I guess you’ve got what $50 million or $60 million that are non-accrual and then the other 100 plus would be – would be actually accruing interest, is that right?

Well, paying interest, none of them are accruing interest because they are non-accruals technically. Paying interest we have about $50 million of residential and consumer loans that are TDRs based on modification programs that we currently have on non-accrual and are reported as such but are currently paying us interest.

And Bob if I could, I point you to we've got that breakout in the nonperforming categories and you get a change to get through the financial tables a little detail all those breakouts or factor. Bob Ramsey – FBR Capital Markets: Okay, I guess when I look though that there I see a little bit over $15 million that are classified as performing non-accrual loans. But what I am trying to get out, if I know you’ll have in the second quarter about $70 million of restructured loans or actually classified as accruing. There were accrual loans, I mean, I am trying to figure out?

Yes, that's correct as we have discussed recently. Bob Ramsey – FBR Capital Markets: Yes.

And we can provide you the same – we can look to get you the same kind of breakout for September 30. Bob Ramsey – FBR Capital Markets: Okay.

As we have discussed, yes, we had about $70 million of accruing TDRs out of the $116 million totaled at June 30. So, we now know that the total was up to the $184 was at there about and so we can look to get you what amount or what percentage is accruing. Bob Ramsey – FBR Capital Markets: Okay.

And you know…. Bob Ramsey – FBR Capital Markets: That would be helpful.

Results because you – the status of approval in TDR don’t necessarily running parallel throughout the entire course of the classifications. So, you carry a TDR over through one fiscal year end. You may return that TDR after a six months season period if you believe it, (inaudible) and so you could have TDR that's actually a return to accrual. You can also have in certain instances but the exception to the rule commercial TDRs that are restructuring it's based on cash flow parameters and collateral values that you never take in non-accruals. It's less frequent but it can happen, so there is not a definite lock there in certain reporting periods.

Yes, and the breakout in the non-accrual versus the accrual about $105 million are accruing and about $79 million are non-accrual. Bob Ramsey – FBR Capital Markets: Okay. Thank you. That's very helpful. And then I guess the next question, it looks like you had a couple of large charge offs in the quarter, there is a big one in the C&I book and the big one in the asset base lending. Are you all hopeful that we have reached to our near a peak level sort of in charge offs?

Yes, Bob, I think one comment just to add these were classified credits previously. Bob Ramsey – FBR Capital Markets: Okay.

And already monitoring values on these so this is – these aren’t new news. This is actually part of, in an earlier comment, as we work our way through and continue to gain more facts and determine ultimate realization in a short-term of value. We have taken charges in – in one particular case, we still have opportunity for recovery, but it’s just too uncertain to be trying to book something net at this stage. So, we’ve taken what we think is a prudent step and taken the full charges, run them through, and then we’ll just continue to pursue and take whatever recoveries we can garner down the road. John, if you have any …

No. Thanks very much. Bob Ramsey – FBR Capital Markets: Okay. And then could you remind me to how the timing works for charge-offs in the commercial real estate book. Obviously, you’ve got a couple of big non-accrual ones this quarter. If a charge is ultimately necessary, when would that take place?

That’s a difficult question. It’s obviously specific to the credit, so what we’ll do in both these instances, we still are working closely with the borrower, hoping for resolution that will work out well for us. We’ll update valuations based on appraisals. We’ll look at leasing opportunities, and we’ll look at the borrower’s wherewithal and make a determination as to whether or not a immediate charge is necessary? Whether we will impair it and wait another quarter to get final resolution. But, so, it’s very, very difficult to say, I will tell you that they are likely, as you see these things flowing particularly in the commercial categories and the CRE category, where it’s not like FFIC where you doing on an accounting basis, you're probably going to get some resolution or indication in a quarter or two. Bob Ramsey – FBR Capital Markets: Okay. Thank you very much. It was very helpful

Sure.

Thank you. Mr. Smith, there are no further questions at this time. I would like to turn the floor back over to you for closing comments.

Thank you all for being with us today. I hope to talk to you soon.

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