WEBSTER FINANCIAL CORP — Director's Dealing 2014

Feb 12, 2014

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: WEBSTER FINANCIAL CORP (WBS)
CIK: 0000801337
Period of Report: 2013-12-31

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

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	34726	Direct
Common Stock	6920	Indirect
Common Stock	9247	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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
Stock Option	$23.00	2023-02-20	Common Stock (15528)	15528	Direct

Footnotes

F1: Between January 1, 2013 and December 31, 2013, the reporting person acquired 577 shares of Webster Financial Corporation common stock under the Webster 401(k)/ESOP.

F2: Between January 1, 2013 and December 31, 2013, the reporting person acquired 856 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.