Ownership Submission
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)
06/12/2015
(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 06/12/2015   M   50,000 A $ 12.85 355,302 D  
Common Stock 06/12/2015   F   31,235 (1) D $ 40.23 324,067 D  
Common Stock               18,075 I By Grantor Retained Annuity Trust
Common Stock               130,132 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

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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 $ 47.4             12/20/2006(2) 12/20/2015 Common Stock 47,182   47,182 D  
Stock Option $ 48.88             12/19/2007(2) 12/19/2016 Common Stock 64,483   64,483 D  
Stock Option $ 32.03             12/18/2008(2) 12/18/2017 Common Stock 106,199   106,199 D  
Stock Option $ 12.85 06/12/2015   M     50,000 12/16/2009(2) 12/16/2018 Common Stock 50,000 $ 0 163,674 D  
Stock Option $ 23.81             02/22/2013(3) 02/22/2022 Common Stock 112,371   112,371 D  
Stock Option $ 23             02/20/2014(3) 02/20/2023 Common Stock 126,373   126,373 D  
Phantom Stock (4)               (5)   (5) Common Stock 217,301   217,301 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   06/16/2015
**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) Mr. Smith exercised 50,000 stock options using 31,235 shares owned to pay the exercise price and the withholding taxes incurred in connection with the exercise.
(2) 4 yr. incremental vesting - 25% vests each year for 4 years.
(3) 3 yr. incremental vesting - 33-1/3% vests each year for 3 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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