WEBSTER FINANCIAL CORP — Director's Dealing 2010

Jan 11, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WEBSTER FINANCIAL CORP (WBS)
CIK: 0000801337
Period of Report: 2010-01-07

Reporting Person: SMITH JAMES COPENHAVER (Director, Chairman & Chief Executive Off)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-01-07	Common Stock	A	1371	$12.79	Acquired	128769	Direct
2010-01-07	Common Stock	F	653	$12.79	Disposed	128116	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	283000	Indirect
Common Stock	109646	Indirect
Common Stock	7997	Indirect
Common Stock	5698	Indirect
Common Stock	63546	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$22.81	2010-10-23	Common Stock (247925)	247925	Direct
Stock Option	$29.84	2011-12-17	Common Stock (61975)	61975	Direct
Stock Option	$34.60	2012-12-16	Common Stock (62525)	62525	Direct
Stock Option	$45.55	2013-12-15	Common Stock (65728)	65728	Direct
Stock Option	$49.62	2014-12-20	Common Stock (60707)	60707	Direct
Stock Option	$47.40	2015-12-20	Common Stock (47182)	47182	Direct
Stock Option	$48.88	2016-12-19	Common Stock (64483)	64483	Direct
Stock Option	$32.03	2017-12-18	Common Stock (106199)	106199	Direct
Stock Option	$12.85	2018-12-16	Common Stock (213674)	213674	Direct
Phantom Stock	$		Common Stock (83575)	83575	Indirect

Footnotes

F1: 4 yr. incremental vesting - 25% vests each year for 4 years.

F2: Each share of phantom stock represents the right to receive one share of Webster Financial Corporation common stock or the cash value thereof. These shares are held in the Webster Deferred Compensation Plan.

F3: Shares of phantom stock are payable in shares or in cash following termination of the reporting person's employment with Webster Financial Corporation.