NOTE 11: Long-Term Debt

Long-term debt consists of the following:


						At December 31,
	Maturity date		Stated interest rate			2011			2010
(In thousands)	Maturity date		Stated interest rate			2011			2010
Senior fixed-rate notes		2014		5.125	%	$	150,000		$	150,000
Subordinated fixed-rate notes (a)		2013		5.875	%		177,480			177,480
Junior subordinated debt related to capital trusts (b):
Webster Capital Trust IV, fixed to floating-rate trust preferred securities		2037		7.650	%		136,070			136,070
Webster Statutory Trust I, floating-rate notes (c)		2033		3.502	%		77,320			77,320
People's Bancshares Capital Trust II, fixed-rate notes (d)							—			10,309
Eastern Wisconsin Bancshares Capital Trust II, floating-rate notes (d)							—			2,070
NewMil Statutory Trust I, floating-rate notes (d)							—			10,310

Total junior subordinated debt related to capital trusts							213,390			236,079

Total notes							540,870			563,559
Unamortized premiums, net							(192	)		(188	)
Hedge accounting adjustments							11,911			19,466

Total long-term debt						$	552,589		$	582,837

(a)	On February 7, 2012, the Bank completed a fixed price cash tender offer for any and all of its outstanding Subordinated fixed-rate notes. See Note 25.

(b)

At December 31, 2011, the Company had $213.4 million of junior subordinated debt issued to two wholly owned trusts as follows: a Connecticut statutory business trust, Webster Statutory Trust I, and a Delaware capital business trust, Webster Capital Trust IV. The amounts for junior subordinated debt related to capital trusts include common securities issued into trust. The trusts are considered variable interest entities for which the Company is not the primary beneficiary. Accordingly, the accounts of the trusts are not included in the Company's Consolidated Financial Statements.

(c)	The interest rate on Webster Statutory Trust I floating-rate notes, which varies quarterly based on 3-month LIBOR plus 2.95%, was 3.502% at December 31, 2011 and 3.252% at December 31, 2010.

(d)	The Company redeemed the following junior subordinated debt using cash on hand: People's Bancshares Capital Trust II on July 19, 2011; Eastern Wisconsin Bancshares Capital Trust II on May 20, 2011; and NewMil Statutory Trust 1 on March 28, 2011.

Exchange Offer

On May 28, 2009, the Company announced the commencement of an exchange offer, which expired on June 24, 2009, with holders of Webster's 8.50% Series A Non-Cumulative Perpetual Convertible Preferred Stock (the "Series A Preferred Stock") and the Trust Securities. See Note 12 – Shareholders' Equity for additional information related to the effect of the exchange offer on the Series A Preferred Stock.

The Company offered 82.0755 shares of its common stock plus accrued distributions in exchange for each $1,000 liquidation amount of the Trust Securities. Following the exchange, the Trust Securities held by Webster were used to liquidate Webster's junior subordinated debentures of Webster Capital Trust IV. The exchange resulted in the liquidation of $63.9 million of Webster Capital Trust IV's junior subordinated debentures and the issuance of 5.2 million shares of common stock at a fair value of $36.7 million net of issuance costs. The extinguishment of the Trust Securities resulted in the recognition of a $24.3 million net gain in the accompanying Consolidated Statement of Operations for the year ended December 31, 2009.

Aggregate annual maturities of long-term debt at December 31, 2011 are as follows:


(In thousands)	2012		2013		2014		2015		2016		Thereafter		Total
Senior fixed-rate notes	$	—	$	—	$	150,000	$	—	$	—	$	—	$	150,000
Subordinated fixed rate notes		—		177,480		—		—		—		—		177,480
Total junior subordinated debt to related capital trusts		—		—		—		—		—		213,390		213,390

Total notes	$	—	$	177,480	$	150,000	$	—	$	—	$	213,390	$	540,870