WEBSTER FINANCIAL CORP — Director's Dealing 2014

Mar 7, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WEBSTER FINANCIAL CORP (WBS)
CIK: 0000801337
Period of Report: 2014-03-06

Reporting Person: SMITH JAMES COPENHAVER (Director, Chairman & Chief Executive Off)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-06	Phantom Stock	$	A	6421	Acquired		Common Stock (6421)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	300542	Direct
Common Stock	24093	Indirect
Common Stock	125365	Indirect
Common Stock	7997	Indirect
Common Stock	5698	Indirect
Common Stock	211336	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$49.62	2014-12-20	Common Stock (60707)	60707	Direct
Stock Option	$47.40	2015-12-20	Common Stock (47182)	47182	Direct
Stock Option	$48.88	2016-12-19	Common Stock (64483)	64483	Direct
Stock Option	$32.03	2017-12-18	Common Stock (106199)	106199	Direct
Stock Option	$12.85	2018-12-16	Common Stock (213674)	213674	Direct
Stock Option	$23.81	2022-02-22	Common Stock (112371)	112371	Direct
Stock Option	$23.00	2023-02-20	Common Stock (126373)	126373	Direct

Footnotes

F1: 4 yr. incremental vesting - 25% vests each year for 4 years.

F2: 3 yr. incremental vesting - 33-1/3% vests each year for 3 years.

F3: Each share of phantom stock represents the right to receive one share of Webster Financial Corporation common stock or the cash value thereof. These shares are held in the Webster Deferred Compensation Plan.

F4: Shares of phantom stock are payable in shares or in cash following termination of the reporting person's employment with Webster Financial Corporation.