FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * SMITH JAMES COPENHAVER   2. Issuer Name and Ticker or Trading Symbol WEBSTER FINANCIAL CORP [WBS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman & Chief Executive Off (Last) (First) (Middle) C/O WEBSTER FINANCIAL CORP, 145 BANK STREET 3. Date of Earliest Transaction (Month/Day/Year) 02/17/2011 (Street) WATERBURY, CT 06702 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/17/2011   A   695 (1) A $ 23.34 228,337 D   Common Stock 02/17/2011   F   218 (2) D $ 23.34 228,119 D   Common Stock               203,101 I By Grantor Retained Annuity Trust Common Stock               112,584 I 401(k)/ESOP Common Stock               7,997 I Directly by Spouse Common Stock               5,698 I Directly by Spouse IRA Common Stock               63,546 I Trust for Children

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option

$ 29.84

12/17/2004

12/17/2011

Common Stock

61,975

61,975

D

Stock Option

$ 34.6

12/16/2003(3)

12/16/2012

Common Stock

62,525

62,525

D

Stock Option

$ 45.55

12/15/2004(3)

12/15/2013

Common Stock

65,728

65,728

D

Stock Option

$ 49.62

12/20/2005(3)

12/20/2014

Common Stock

60,707

60,707

D

Stock Option

$ 47.4

12/20/2006(3)

12/20/2015

Common Stock

47,182

47,182

D

Stock Option

$ 48.88

12/19/2007(3)

12/19/2016

Common Stock

64,483

64,483

D

Stock Option

$ 32.03

12/18/2008(3)

12/18/2017

Common Stock

106,199

106,199

D

Stock Option

$ 12.85

12/16/2009(3)

12/16/2018

Common Stock

213,674

213,674

D

Phantom Stock

(4)

(5)

(5)

Common Stock

122,513

122,513

I

By Deferred Compensation Plan

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SMITH JAMES COPENHAVER C/O WEBSTER FINANCIAL CORP 145 BANK STREET WATERBURY, CT 06702	X		Chairman & Chief Executive Off

Signatures

Renee P. Seefried by Power of Attorney		02/18/2011
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Shares purchased as part of the Stock in Lieu of Salary Program.
(2)	Shares withheld for taxes as part of the Stock in Lieu of Salary Program.
(3)	4 yr. incremental vesting - 25% vests each year for 4 years.
(4)	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.
(5)	Shares of phantom stock are payable in shares or in cash following termination of the reporting person's employment with Webster Financial Corporation.

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