Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2014
(Street)


WATERBURY, CT 06702		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 12/10/2014   G 2,500 D $ 0 277,912 (1) D  
Common Stock             18,075 I By Grantor Retained Annuity Trust
Common Stock             130,132 (2) I 401(k)/ESOP
Common Stock             10,554 I Directly by Spouse
Common Stock             5,698 I Directly by Spouse IRA
Common Stock             211,336 I Trust for Children

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
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
 
Stock Option $ 23.81           02/22/2013(4) 02/22/2022 Common Stock
112,371
  122,371
D
 
Stock Option $ 23           02/20/2014(4) 02/20/2023 Common Stock
126,373
  126,373
D
 
Phantom Stock               (6)   (6) Common Stock
217,301
  217,301 (7)
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 02/17/2015
**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) Includes 576 shares of Webster Financial Corporation common stock acquired through December 31, 2014 under the Webster Dividend Reinvestment Plan per the records of Transfer Agent.
(2) Between January 1, 2014 and December 31, 2014, the reporting person acquired 4,767 shares of Webster Financial Corporation common stock under the Webster 401(k)/ESOP.
(3) 4 yr. incremental vesting - 25% vests each year for 4 years.
(4) 3 yr. incremental vesting - 33-1/3% vests each year for 3 years.
(5) 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.
(6) Shares of phantom stock are payable in shares or in cash following termination of the reporting person's employment with Webster Financial Corporation.
(7) Between January 1, 2014 and December 31, 2014, the reporting person acquired 5,130 shares of phantom stock under the Webster Deferred Compensation Plan.

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