WEBSTER FINANCIAL CORP — Director's Dealing 2010

Jan 4, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WEBSTER FINANCIAL CORP (WBS)
CIK: 0000801337
Period of Report: 2009-12-30

Reporting Person: Warburg Pincus Private Equity X, L.P. (Director, 10% Owner)
Reporting Person: WARBURG PINCUS X PARTNERS, L.P. (See Footnotes (1)(2)(3))
Reporting Person: Warburg Pincus X, L.P. (See Footnotes (1)(2)(3))
Reporting Person: Warburg Pincus X LLC (See Footnotes (1)(2)(3))
Reporting Person: Warburg Pincus Partners LLC (See Footnotes (1)(2)(3))
Reporting Person: WARBURG PINCUS & CO (See Footnotes (1)(2)(3))
Reporting Person: WARBURG PINCUS LLC (See Footnotes (1)(2)(3))
Reporting Person: KAYE CHARLES R (See Footnotes (1)(2)(3))
Reporting Person: LANDY JOSEPH (See Footnotes (1)(2)(3))

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-12-30	Common Stock, par value $0.01 per share ("Common Stock")	P	610072	$11.27	Acquired	12110072	Direct

Footnotes

F1: Warburg Pincus Private Equity X, L.P., a Delaware limited partnership, and an affiliated limited partnership (together, "WP X") is the holder of 12,110,072 shares of Common Stock. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Warburg Pincus X L.P., a Delaware limited partnership ("WP X LP"), and the general partner of WP X; Warburg Pincus X LLC, a Delaware limited liability company ("WP X LLC") and the general partner of WP X LP; Warburg Pincus Partners, LLC, a New York limited liability company ("WP Partners") and the sole member of WP X LLC; Warburg Pincus & Co., a New York general partnership ("WP") and the managing member of WP Partners; Warburg Pincus LLC, a New York limited liability company ("WP LLC") that manages WP X; and Messrs. Charles R. Kaye and Joseph P. Landy, each a Managing General Partner of WP and Managing Member and Co-President of WP LLC may be deemed to be the beneficial owner of the shares of Common Stock held by WP X. Each of WP X LP, WP X LLC, WP Partners, WP, WP LLC, and Messrs. Charles R. Kaye and Joseph P. Landy are a "Reporting Person," and collectively, the "Warburg Pincus Reporting Persons."

F2: Information with respect to each of the Warburg Pincus Reporting Persons is given solely by such Warburg Pincus Reporting Persons, and no Warburg Pincus Reporting Person has responsibility for the accuracy or completeness of information supplied by another Warburg Pincus Reporting Person.

F3: Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of the Warburg Pincus Reporting Persons, other than WP X, herein states that this filing shall not be deemed an admission that he or it is the beneficial owner of any of the shares of Common Stock covered by this Statement. Each of WP X LP, WP X LLC, WP Partners, WP, WP LLC, and Messrs. Kaye and Landy disclaims beneficial ownership of the Common Stock except to the extent of its or his pecuniary interest in such shares of Common Stock.