Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Warburg Pincus Private Equity X, L.P.
2. Date of Event Requiring Statement (Month/Day/Year)
07/27/2009
3. Issuer Name and Ticker or Trading Symbol
WEBSTER FINANCIAL CORP [WBS]
(Last)
(First)
(Middle)
C/O WARBURG PINCUS LLC, 466 LEXINGTON AVENUE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10017
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, par value $0.01 per share ("Common Stock") 4,024,600
D (1) (2) (3) (4)
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
A-Warrant, Series 1 (?Warrant?) 07/27/2009 07/27/2016 Common Stock 1,843,100 $ (5) D (1) (2) (3) (4)  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Warburg Pincus Private Equity X, L.P.
C/O WARBURG PINCUS LLC
466 LEXINGTON AVENUE
NEW YORK, NY 10017
  X      
Warburg Pincus X, L.P.
C/O WARBURG PINCUS LLC
466 LEXINGTON AVENUE
NEW YORK, NY 10017
      See Footnotes (1)(2)(3)(4)
Warburg Pincus X LLC
C/O WARBURG PINCUS LLC
466 LEXINGTON AVENUE
NEW YORK, NY 10017
      See Footnotes (1)(2)(3)(4)
Warburg Pincus Partners LLC
C/O WARBURG PINCUS LLC
466 LEXINGTON AVENUE
NEW YORK, NY 10017
      See Footnotes (1)(2)(3)(4)
WARBURG PINCUS & CO
C/O WARBURG PINCUS LLC
466 LEXINGTON AVENUE
NEW YORK, NY 10017
      See Footnotes (1)(2)(3)(4)
WARBURG PINCUS LLC
C/O WARBURG PINCUS LLC
466 LEXINGTON AVENUE
NEW YORK, NY 10017
      See Footnotes (1)(2)(3)(4)
KAYE CHARLES R
C/O WARBURG PINCUS LLC
466 LEXINGTON AVENUE
NEW YORK, NY 10017
      See Footnotes (1)(2)(3)(4)
LANDY JOSEPH
C/O WARBURG PINCUS LLC
466 LEXINGTON AVENUE
NEW YORK, NY 10017
      See Footnotes (1)(2)(3)(4)

Signatures

/s/ Scott A. Arenare 07/28/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Warburg Pincus Private Equity X, L.P., a Delaware limited partnership, and an affiliated limited partnership (together, "WP X") is the holder of 4,024,600 shares of Common Stock and the Warrant exercisable for 1,843,100 shares of Common Stock. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1943, as amended (the "Exchange Act"), Warburg Pincus X L.P., a Delaware limited partnership ("WP X LP"), and the general partner of WP X, Warburg Pincus X LLC, a Delaware limited liability company ("WP X LLC") and the general partner of WP X LP; Warburg Pincus Partners, LLC, a New York limited liability company ("WP Partners") and (continued on footnote 2)
(2) (continued from footnote 1) the sole member of WP X LLC; Warburg Pincus & Co., a New York general partnership ("WP") and the managing member of WP Partners; Warburg Pincus LLC, a New York limited liability company ("WP LLC") that manages WP X; and Messrs. Charles R. Kaye and Joseph P. Landy, each a Managing General Partner of WP and Managing Member and Co-President of WP LLC may be deemed to be the beneficial owner of the shares of Common Stock held by WP X and the Warrant exercisable for shares of Common Stock held by WP X. Each of WP X LP, WP X LLC, WP Partners, WP, WP LLC, and Messrs. Charles R. Kaye and Joseph P. Landy are a "Reporting Person," and collectively, the "Warburg Pincus Reporting Persons."
(3) Information with respect to each of the Warburg Pincus Reporting Persons is given solely by such Warburg Pincus Reporting Persons, and no Warburg Pincus Reporting Person has responsibility for the accuracy or completeness of information supplied by another Warburg Pincus Reporting Person.
(4) Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of the Warburg Pincus Reporting Persons, other than WP X, herein states that this filing shall not be deemed an admission that he or it is the beneficial owner of any of the shares of Common Stock or the Warrant covered by this Statement. Each of WP X LP, WP X LLC, WP Partners, WP, WP LLC, and Messrs. Kaye and Landy disclaims beneficial ownership of the Common Stock and the Warrant, except to the extent of its or his pecuniary interest in such shares of Common Stock or such Warrant.
(5) The Warrant is initially exercisable at $10.00 per share from 7/27/2009 until 7/27/2011, for $11.50 from 7/28/2011 until 7/28/2013, and for $13.00 thereafter until expiration, subject to adjustments for certain issuances of common stock, stock splits, stock subdivisions, stock reclassifications, stock combinations, other distributions, certain repurchases, business combinations and similar actions. Under certain circumstances relating to ownership limits for regulatory reasons and in WBS' charter, WBS may satisfy the requirements of the Warrant upon exercise by delivery of its Non-Voting Perpetual Participating Preferred Stock, Series D, instead of Common Stock.
 
Remarks:
Solely for purposes of Section 16 of the Exchange Act, WP X may be deemed a director-by-deputization by virtue of its contractual right
to designate a representative to serve on the board of directors of WBS. David A. Coulter became a director of WBS on July 27, 2009.
 Mr. Coulter is a Partner of WP and a Member and Managing Director of WP LLC.

See Signatures of Warburg Pincus Reporting Persons attached as Exhibit 99.1

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