WEBSTER FINANCIAL CORP — Director's Dealing 2012

Feb 10, 2012

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: WEBSTER FINANCIAL CORP (WBS)
CIK: 0000801337
Period of Report: 2011-12-31

Reporting Person: MADAR GREGORY (Chief Accounting Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5462	Direct
Common Stock	1092	Indirect
Common Stock	480	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$34.60	2012-12-16	Common Stock (2200)	2200	Direct
Stock Option	$45.55	2013-12-15	Common Stock (2200)	2200	Direct
Stock Option	$49.62	2014-12-20	Common Stock (2000)	2000	Direct

Footnotes

F1: Between March 1, 2011and December 31, 2011, the reporting person acquired 1 shares of Webster Financial Corp common stock under the Webster 401(k)/ESOP.

F2: 4 yr. incremental vesting - 25% vests each year for 4 years.