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: SAVAGE JOSEPH J (EVP - Commercial Banking)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	49029	Direct
Common Stock	16110	Indirect
Common Stock	3120	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$38.17	2012-04-24	Common Stock (9375)	9375	Direct
Stock Option	$34.60	2012-12-16	Common Stock (12121)	12121	Direct
Stock Option	$45.55	2013-12-15	Common Stock (11004)	11004	Direct
Stock Option	$49.62	2014-12-20	Common Stock (10165)	10165	Direct
Stock Option	$47.40	2015-12-20	Common Stock (8131)	8131	Direct
Stock Option	$48.88	2016-12-19	Common Stock (10079)	10079	Direct
Stock Option	$32.03	2017-12-18	Common Stock (16601)	16601	Direct
Stock Option	$12.85	2018-12-16	Common Stock (34400)	34400	Direct

Footnotes

F1: Includes 25 shares of Webster Financial Corporation common stock acquired through December 31, 2011 under the Webster Dividend Reinvestment Plan per the records of Transfer Agent.

F2: Between January 1, 2011 and December 31, 2011, the reporting person acquired 2,197shares of Webster Financial Corporation common stock under the Webster 401(k) plan.

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