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: BROWN JEFFREY N (Chief Administrative Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	53880	Direct
Common Stock	7781	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$34.60	2012-12-16	Common Stock (7677)	7677	Direct
Stock Option	$45.55	2013-12-15	Common Stock (6972)	6972	Direct
Stock Option	$49.62	2014-12-20	Common Stock (6749)	6749	Direct
Stock Option	$47.40	2015-12-20	Common Stock (6032)	6032	Direct
Stock Option	$48.88	2016-12-19	Common Stock (8167)	8167	Direct
Stock Option	$32.03	2017-12-18	Common Stock (15520)	15520	Direct
Stock Option	$12.85	2018-12-16	Common Stock (33724)	33724	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 723 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.