WEBSTER FINANCIAL CORP — Director's Dealing 2013

May 14, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WEBSTER FINANCIAL CORP (WBS)
CIK: 0000801337
Period of Report: 2013-05-13

Reporting Person: COULTER DAVID A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-13	Common Stock, par value $0.01 per share ("Common Stock")	S	8744850	$22.50	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	14618	Direct

Footnotes

F1: Prior to the transaction reported herein, Warburg Pincus Private Equity X, L.P., a Delaware limited partnership, along with an affiliated limited partnership (together, "WP X"), was the holder of 8,744,850 shares of common stock, par value $0.01 per share ("Common Stock") of Webster Financial Corporation ("WBS"). On May 13, 2013, WP X sold 8,744,850 shares of Common Stock of WBS in the aggregate to J.P. Morgan Securities LLC and Deutsche Bank Securities Inc. for $22.50 a share, pursuant to an Underwriting Agreement dated as of May 8, 2013, among WP X, WBS, J.P. Morgan Securities LLC and Deutsche Bank Securities Inc. After giving effect to the transaction, WP X is no longer a holder of shares of Common Stock.

F2: Warburg Pincus X, L.P., a Delaware limited partnership ("WP X LP"), is the general partner of WP X; Warburg Pincus X LLC, a Delaware limited liability company ("WP X LLC"), is the general partner of WP X LP; Warburg Pincus Partners, LLC, a New York limited liability company ("WP Partners"), is the sole member of WP X LLC; and Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP Partners. Warburg Pincus LLC, a New York limited liability company ("WP LLC"), manages WP X, and Messrs. Charles R. Kaye and Joseph P. Landy are each (continued in footnote 3)

F3: a Managing General Partner of WP and Managing Member and Co-President of WP LLC. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as a Partner of WP and as a Member and Managing Director of WP LLC, Mr. David A. Coulter may be deemed to be the beneficial owner of the Common Stock held by WP X.

F4: Pursuant to Rule 16a-1(a)(4) of the Exchange Act, Mr. David A. Coulter herein states that this filing shall not be deemed an admission that he is the beneficial owner of any of the shares of Common Stock held by WP X. Mr. Coulter disclaims beneficial ownership of the Common Stock held by WP X, except to the extent of his pecuniary interest in such shares of Common Stock.

F5: Information with respect to each of the Warburg Pincus Reporting Persons is given solely by such Warburg Pincus Reporting Persons, and no Warburg Pincus Reporting Person has responsibility for the accuracy or completeness of information supplied by another Warburg Pincus Reporting Person.