Item 3.02 Unregistered Sales of Equity Securities

On December 14, 15 and 16, 2009, Webster Financial Corporation (the "Corporation") entered into agreements with certain holders (the "Holders") of the Corporation's 8.50% Series A Non-Cumulative Perpetual Convertible Preferred Stock (the "Preferred Stock") pursuant to which the Holders agreed to exchange an aggregate of 27,461 shares of Preferred Stock for 1,944,486 shares of the Corporation's common stock, par value $0.01 per share ("Common Stock"). The exchanges are expected to settle on or before December 18, 2009. The shares of Common Stock are being issued in reliance upon the exemption set forth in
Section 3(a)(9) of the Securities Act of 1933, as amended, for securities exchanged by the issuer and an existing security holder where no commission or other remuneration is paid or given directly or indirectly by the issuer for soliciting the exchange. After settlement of these transactions, 28,939 shares of Preferred Stock will remain outstanding.

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