WEBSTER FINANCIAL CORP — Director's Dealing 2013

Mar 25, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WEBSTER FINANCIAL CORP (WBS)
CIK: 0000801337
Period of Report: 2013-03-22

Reporting Person: COULTER DAVID A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-22	Common Stock, par value $0.01 per share ("Common Stock")	X	8625000	$11.50	Acquired	12804920	Indirect
2013-03-22	Common Stock	S	4060070	$24.43	Disposed	8744850	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-22	A-Warrant, Series 1 ("A1-Warrant") (Right to buy)	$11.50	X	1843100	Disposed	2016-07-27	Common Stock (1843100)	Indirect
2013-03-22	A-Warrant, Series 2 ("A2-Warrant") (Right to buy)	$11.50	X	6781900	Disposed	2016-10-15	Common Stock (6781900)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11987	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 4,179,920 shares of Common Stock. On March 22, 2013, Warburg Pincus Private Equity X, L.P. exercised (on a net exercise basis) its (i) A1-Warrant exercisable for 1,843,100 shares of Common Stock and (ii) A2-Warrant exercisable for 6,781,900 shares of Common Stock. Through the exercise of the A-1 Warrant and the A-2 Warrant, WP X acquired, in the aggregate, 4,564,930 shares of Common Stock, and the A-1 Warrant and the A-2 Warrant were surrendered to WBS. The exercise price of the A1-Warrant and A2-Warrant was $11.50 per share of Common Stock. As permitted by the terms of the A-1 Warrant and the A-2 Warrant, Warburg Pincus Private Equity X, L.P. paid the $11.50 per share exercise price by having WBS withhold a number of shares of Common Stock issuable upon exercise (continued in footnote 2)

F2: of the A-1 Warrant and the A-2 Warrant equal in value to the aggregate exercise price for the A-1 Warrant and the A-2 Warrant based on the market price of the Common Stock on March 15, 2013 (which was $24.43). WBS also paid WP X $10.02 in cash, in the aggregate, in lieu of fractional shares. After giving effect to these transactions, WP X is the holder of 8,744,850 shares of Common Stock. 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 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: The A1-Warrant was exercisable for $10.00 per share from 7/27/2009 until 7/27/2011, for $11.50 from 7/28/2011 until 7/27/2013, and for $13.00 thereafter until expiration, subject to adjustments for certain issuances of common stock, stock splits, stock subdivisions, stock reclassifications, stock combinations, other distributions, certain repurchases, business combinations and similar actions. The A2-Warrant was exercisable for $10.00 per share from 10/15/2009 until 10/15/2011, for $11.50 from 10/16/2011 until 10/15/2013, and for $13.00 thereafter until expiration, subject to adjustments for certain issuances of common stock, stock splits, stock subdivisions, stock reclassifications, stock combinations, other distributions, certain repurchases, business combinations and similar actions.