WEBSTER FINANCIAL CORP — Director's Dealing 2018

May 24, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WEBSTER FINANCIAL CORP (WBS)
CIK: 0000801337
Period of Report: 2018-05-23

Reporting Person: SMITH JAMES COPENHAVER (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-05-23	Common Stock	M	49783	$12.850	Acquired	408976	Direct
2018-05-23	Common Stock	F	9730	$65.740	Disposed	399246	Direct
2018-05-23	Common Stock	F	18560	$65.740	Disposed	380686	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-05-23	Stock Option	$12.85	M	49783	Disposed	2018-12-16	Common Stock (49783)	Direct

Footnotes

F1: The reporting person exercised 49,783 stock options using 28,290 shares owned to pay the exercise price and the withholding taxes incurred in connection with the exercise.

F2: 4 yr. incremental vesting - 25% vests each year for 4 years.