WEBSTER FINANCIAL CORP — Director's Dealing 2013

Feb 7, 2013

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: WEBSTER FINANCIAL CORP (WBS)
CIK: 0000801337
Period of Report: 2012-12-31

Reporting Person: WOLFE HARRIET MUNRETT (EVP - General Counsel)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	34726	Direct
Common Stock	6343	Indirect
Common Stock	8391	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$45.55	2013-12-15	Common Stock (5135)	5135	Direct
Stock Option	$49.62	2014-12-20	Common Stock (4881)	4881	Direct
Stock Option	$47.40	2015-12-20	Common Stock (4041)	4041	Direct
Stock Option	$48.88	2016-12-19	Common Stock (5774)	5774	Direct
Stock Option	$32.03	2017-12-18	Common Stock (9510)	9510	Direct
Stock Option	$12.85	2018-12-16	Common Stock (21379)	21379	Direct
Stock Option	$23.81	2022-02-22	Common Stock (13366)	13366	Direct

Footnotes

F1: Between January 1, 2012 and December 31, 2012, the reporting person acquired 558 shares of Webster Financial Corporation common stock under the Webster 401(k)/ESOP.

F2: Between January 1, 2012 and December 31, 2012, the reporting person acquired 902 shares of Webster Financial Corporation common stock under the Webster ESPP.

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

F4: 3 yr. incremental vesting - 33-1/3% vests each year for 3 years.