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WEBSTER FINANCIAL CORP Director's Dealing 2011

Feb 11, 2011

30588_dirs_2011-02-11_fba511fa-602f-4dd1-be94-1bbc8c32fee3.zip

Director's Dealing

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SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: WEBSTER FINANCIAL CORP (WBS)
CIK: 0000801337
Period of Report: 2010-12-31

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

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 240642 Direct
Common Stock 203101 Indirect
Common Stock 112584 Indirect
Common Stock 7997 Indirect
Common Stock 5698 Indirect
Common Stock 63546 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
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 (117788) 117788 Indirect

Footnotes

F1: Includes 93 shares of Webster Financial Corporation common stock acquired through December 31, 2010 under the Webster Dividend Reinvestment Plan per the records of Transfer Agent.

F2: Between January 1, 2010 and December 31, 2010, the reporting person acquired 2,852 shares of Webster Financial Corporation common stock under the Webster 401(k)/ESOP.

F3: 4 yr. incremental vesting - 25% vests each year for 4 years.

F4: 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.

F5: Shares of phantom stock are payable in shares or in cash following termination of the reporting person's employment with Webster Financial Corporation.

F6: Between January 1, 2010 and December 31, 2010, the reporting person acquired 215 shares of phantom stock under the Webster Deferred Compensation Plan.