WEBSTER FINANCIAL CORP — Director's Dealing 2010

Dec 29, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WEBSTER FINANCIAL CORP (WBS)
CIK: 0000801337
Period of Report: 2010-12-27

Reporting Person: COULTER DAVID A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-27	Common Stock, par value $0.01 per share ("Common Stock")	P	2069848	$17.605	Acquired	14179920	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6409	Direct

Footnotes

F1: On December 27, 2010, Warburg Pincus Private Equity X, L.P., a Delaware limited partnership, and an affiliated limited partnership (together, "WP X") acquired 2,069,848 shares of Common Stock from WBS under the terms of a Letter Agreement, dated as of December 21, 2010, pursuant to which WP X exercised its preemptive rights under the Investment Agreement, dated as of July 27, 2009, between WBS and WP X in connection with a registered, underwritten public offering of Common Stock by WBS. After giving effect to the transaction, WP X is the holder of 14,179,920 shares of Common Stock. (continued in footnote 2)

F2: Warburg Pincus X L.P., a Delaware limited partnership ("WP X LP"), is the general partner of WP X; Warburg Pincus X LLC, a Delaware limited liability company ("WP X LLC") is the general partner of WP X LP; Warburg Pincus Partners, LLC, a New York limited liability company ("WP Partners") is the sole member of WP X LLC; and Warburg Pincus & Co., a New York general partnership ("WP") is the managing member of WP Partners. Warburg Pincus LLC, a New York limited liability company ("WP LLC") manages WP X, and Messrs. Charles R. Kaye and Joseph P. Landy are each a Managing General Partner of WP and Managing Member and Co-President of WP LLC.

F3: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as a Partner of WP and a Member and Managing Director of WP LLC, Mr. David A. Coulter may be deemed to be the beneficial owner of the Common Stock held by WP X.

F4: Pursuant to Rule 16a-1(a)(4) of the Exchange Act, Mr. David A. Coulter herein states that this filing shall not be deemed an admission that he is the beneficial owner of any of the shares of Common Stock held by WP X. Mr. Coulter disclaims beneficial ownership of the Common Stock held by WP X, except to the extent of his pecuniary interest in such shares of Common Stock.