WEBSTER FINANCIAL CORP — Director's Dealing 2011

Feb 11, 2011

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: Mhatre Nitin J. (EVP-Consumer Lending)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	26925	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$12.85	2018-12-16	Common Stock (19984)	19984	Direct

Footnotes

F1: Includes 12 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: 4 yr. incremental vesting - 25% vests each year for 4 years.