Webster Financial Corporation Director Compensation Arrangement (April 2008–April 2009)
Webster Financial Corporation outlines the compensation structure for its outside directors for the period from April 2008 to April 2009. Directors receive an annual retainer, part in restricted stock and part in cash, as well as additional fees for attending board and committee meetings. Special retainers are provided for lead directors and committee chairs. The Nominating and Corporate Governance Committee will review and may revise these fees annually. Starting April 2009, the fee for attending board meetings is reduced. This arrangement ensures directors are compensated for their service and participation.
EXHIBIT 10.25
Description of Arrangement for Directors Fees
The table below sets forth the amount of fees payable to outside directors of Webster Financial Corporation for their services as Directors for the period April 2008 to April 2009. The Nominating and Corporate Governance Committee will conduct its annual compensation review in April 2009 in connection with the Company’s annual meeting. The Committee may decide to revise the Schedule shown below at the meeting or at another meeting.
| Event | Amount | |
| Annual Retainer | $32,000 ($25,000 payable in the form of shares of restricted stock pursuant to the 2001 Directors Retainer Fees Plan, and $7,000 payable in cash) | |
| Board Meeting Attended | $1,500 | |
| Committee Meeting Attended | $1,250 | |
| Telephonic Board Meeting | $750 | |
| Telephonic Committee Meeting | $625 | |
| Separate Webster Financial Corporation and Webster Bank Board Meetings (Held on the Same Day) | $2,000 | |
| Annual Retainer for Lead Director which includes fee as Chair of the Nominating and Corporate Governance Committee | $20,000 | |
| Annual Retainer for the Chair of the Audit Committee | $15,000 | |
| Annual Retainer for the Chair of the Compensation Committee | $7,500 | |
| Annual Retainer for the Chair of the Risk Committee | $7,500 |
Beginning in April 2009, fees for attending Webster or Webster Bank Board meetings have been reduced from $1,500 to $1,200 for each meeting attended.
