UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2012.

or

¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number: 001-31486

WEBSTER FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	06-1187536
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
145 Bank Street (Webster Plaza), Waterbury, Connecticut	06702
(Address of principal executive offices)	(Zip Code)

(203) 578-2202

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    þ  Yes    ¨  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    þ  Yes    ¨  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	þ	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ¨  Yes    þ  No

The number of shares of common stock, par value $.01 per share, outstanding as of July 18, 2012 was 87,884,976

INDEX

		Page No.
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements		1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		48
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		78
Item 4.	Controls and Procedures		78
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings		79
Item 1A.	Risk Factors		79
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		79
Item 3.	Defaults Upon Senior Securities		79
Item 4.	Mine Safety Disclosures		79
Item 5.	Other Information		79
Item 6.	Exhibits		80
SIGNATURES			81
EXHIBIT INDEX			82

i

PART I. – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

WEBSTER FINANCIAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)	June 30, 2012			December 31, 2011
	(Unaudited)
Assets:
Cash and due from banks	$	197,229		$	195,957
Interest-bearing deposits		73,598			96,062
Securities available for sale, at fair value		3,153,580			2,874,764
Securities held-to-maturity (fair value of $3,234,656 and $3,130,546)		3,076,226			2,973,727
Federal Home Loan Bank and Federal Reserve Bank stock, at cost		142,595			143,874
Loans held for sale		89,228			57,391
Loans and leases		11,539,997			11,225,404
Allowance for loan and lease losses		(198,757	)		(233,487	)
Loans and leases, net		11,341,240			10,991,917
Deferred tax asset, net		79,011			105,665
Premises and equipment, net		137,420			147,379
Goodwill		529,887			529,887
Other intangible assets, net		12,896			15,690
Cash surrender value of life insurance policies		312,117			307,039
Prepaid FDIC premiums		27,062			37,946
Accrued interest receivable and other assets		257,660			237,042
Total assets	$	19,429,749		$	18,714,340
Liabilities and Equity:
Deposits:
Non-interest-bearing	$	2,611,297		$	2,473,693
Interest-bearing		11,362,630			11,182,332
Total deposits		13,973,927			13,656,025
Securities sold under agreements to repurchase and other short-term borrowings		1,203,378			1,164,706
Federal Home Loan Bank advances		1,529,102			1,252,609
Long-term debt		472,928			552,589
Accrued expenses and other liabilities		318,866			242,637
Total liabilities		17,498,201			16,868,566
Shareholders’ equity:
Preferred stock, $.01 par value; Authorized - 3,000,000 shares:
Series A issued and outstanding - 28,939 shares		28,939			28,939
Common stock, $.01 par value; Authorized - 200,000,000 shares
Issued - 90,721,171 and 90,709,350 shares		907			907
Paid-in capital		1,146,292			1,145,346
Retained earnings		928,523			865,427
Less: Treasury stock, at cost (3,375,355 and 3,493,915 shares)		(129,235	)		(134,641	)
Accumulated other comprehensive loss, net		(43,878	)		(60,204	)
Total equity		1,931,548			1,845,774
Total liabilities and equity	$	19,429,749		$	18,714,340

See accompanying Notes to Condensed Consolidated Financial Statements.

1

WEBSTER FINANCIAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

	Three months ended June 30,						Six months ended June 30,
(In thousands, except per share data)	2012			2011			2012			2011
Interest Income:
Interest and fees on loans and leases	$	121,379		$	122,395		$	242,120		$	244,338
Taxable interest and dividends on securities		45,662			46,258			91,550			92,751
Non-taxable interest on securities		6,935			7,269			13,915			14,620
Loans held for sale		657			177			1,155			599
Total interest income		174,633			176,099			348,740			352,308
Interest Expense:
Deposits		15,102			21,841			31,158			44,610
Securities sold under agreements to repurchase and other short-term borrowings		5,360			3,777			9,794			7,339
Federal Home Loan Bank advances		4,426			3,295			8,990			6,650
Long-term debt		5,367			6,273			11,052			12,635
Total interest expense		30,255			35,186			60,994			71,234
Net interest income		144,378			140,913			287,746			281,074
Provision for loan and lease losses		5,000			5,000			9,000			15,000
Net interest income after provision for loan and lease losses		139,378			135,913			278,746			266,074
Non-interest Income:
Deposit service fees		23,719			26,095			47,082			51,435
Loan related fees		3,565			5,590			8,434			10,033
Wealth and investment services		7,249			7,454			14,470			14,176
Mortgage banking activities		3,624			1,234			8,007			2,487
Increase in cash surrender value of life insurance policies		2,561			2,576			5,078			5,109
Net loss on trading securities		—			—			—			(1,799	)
Net gain on sale of investment securities		2,537			1,647			2,537			3,823
Other income		4,098			1,593			5,731			4,841
Total non-interest income		47,353			46,189			91,339			90,105
Non-interest Expense:
Compensation and benefits		63,587			65,592			132,206			132,604
Occupancy		12,578			12,856			25,460			27,591
Technology and equipment		16,021			15,134			31,603			30,526
Intangible assets amortization		1,397			1,397			2,794			2,794
Marketing		5,094			4,252			9,194			9,772
Professional and outside services		3,387			2,813			6,079			5,243
Deposit insurance		5,723			5,918			11,432			11,699
Litigation		—			194			—			486
Other expense		19,392			23,905			36,224			40,471
Total non-interest expense		127,179			132,061			254,992			261,186
Income from continuing operations before income tax expense		59,552			50,041			115,093			94,993
Income tax expense		18,312			15,857			34,915			28,225
Income from continuing operations		41,240			34,184			80,178			66,768
Income from discontinued operations, net of tax		—			—			—			1,995
Net income		41,240			34,184			80,178			68,763
Less: Net loss attributable to non controlling interests		—			—			—			(1	)
Net income attributable to Webster Financial Corporation		41,240			34,184			80,178			68,764
Preferred stock dividends		(615	)		(831	)		(1,230	)		(1,662	)
Net income available to common shareholders	$	40,625		$	33,353		$	78,948		$	67,102
Net income per common share:
Basic
Net income from continuing operations	$	0.46		$	0.38		$	0.90		$	0.75
Net income available to common shareholders		0.46			0.38			0.90			0.77
Diluted
Net income from continuing operations		0.44			0.36			0.86			0.70
Net income available to common shareholders		0.44			0.36			0.86			0.72

See accompanying Notes to Condensed Consolidated Financial Statements.

2

WEBSTER FINANCIAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

	Three months ended June 30,						Six months ended June 30,
(In thousands, except per share data)	2012			2011			2012		2011
Net income	$	41,240		$	34,184		$	80,178	$	68,763
Other comprehensive income, net of taxes:
Securities:
Net change in unrealized gain on securities available for sale		2,104			6,124			13,723		10,432
Net change in non-credit related other-than-temporary impairment		—			—			—		746
Amortization of unrealized loss on securities transferred to held to maturity		39			22			78		50
Change in unrealized (loss) gain on derivative instruments		(553	)		(4,581	)		488		(2,716	)
Defined benefit pension plans:
Amortization of net loss		966			405			2,014		811
Amortization of prior service cost		11			12			23		24
Current year actuarial gain		—			—			—		365
Other comprehensive income, net of taxes		2,567			1,982			16,326		9,712
Comprehensive income, net of taxes		43,807			36,166			96,504		78,475
Less: comprehensive loss attributable to non controlling interests		—			—			—		(1	)
Comprehensive income attributable to Webster Financial Corporation	$	43,807		$	36,166		$	96,504	$	78,476

See accompanying Notes to Condensed Consolidated Financial Statements.

3

WEBSTER FINANCIAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited)

	Six months ended June 30, 2012
(In thousands, except share and per share data)	Preferred Stock		Common Stock		Paid-In Capital			Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Loss, net			Non Controlling Interests		Total
Balance, December 31, 2011	$	28,939	$	907	$	1,145,346		$	865,427		$	(134,641	)	$	(60,204	)	$	—	$	1,845,774
Net income		—		—		—			80,178			—			—			—		80,178
Other comprehensive income		—		—		—			—			—			16,326			—		16,326
Dividends declared on common stock of $.15 per share		—		—		—			(13,148	)		—			—			—		(13,148	)
Dividends declared on Series A preferred stock $42.50 per share		—		—		—			(1,230	)		—			—			—		(1,230	)
Common stock warrants repurchased		—		—		(337	)		—			—			—			—		(337	)
Exercise of stock options		—		—		(858	)		—			1,280			—			—		422
Net shares acquired related to employee share-based compensation plans		—		—		—			—			(1,677	)		—			—		(1,677	)
Stock-based compensation expense		—		—		1,891			(2,704	)		5,803			—			—		4,990
Issuance of common stock		—		—		250			—			—			—			—		250
Balance, June 30, 2012	$	28,939	$	907	$	1,146,292		$	928,523		$	(129,235	)	$	(43,878	)	$	—	$	1,931,548

	Six months ended June 30, 2011
(In thousands, except share and per share data)	Preferred Stock		Common Stock		Paid-In Capital			Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Loss, net			Non Controlling Interests			Total
Balance, December 31, 2010	$	28,939	$	907	$	1,160,690		$	741,870		$	(149,462	)	$	(13,709	)	$	9,644		$	1,778,879
Net income (loss)		—		—		—			68,764			—			—			(1	)		68,763
Other comprehensive income		—		—		—			—			—			9,712			—			9,712
Dividends declared on common stock of $.06 per share		—		—		—			(5,243	)		—			—			—			(5,243	)
Dividends declared on Series A preferred stock $42.50 per share		—		—		—			(1,230	)		—			—			—			(1,230	)
Subsidiary preferred stock dividends $0.43 per share		—		—		—			(432	)		—			—			—			(432	)
Disolution of joint venture		—		—		—			—			—			—			(66	)		(66	)
Common stock warrants repurchased		—		—		(14,674	)		—			—			—			—			(14,674	)
Exercise of stock options		—		—		(206	)					313			—			—			107
Net shares acquired related to employee share-based compensation plans		—		—		—			—			(537	)		—			—			(537	)
Stock-based compensation expense		—		—		470			(3,233	)		5,711			—			—			2,948
Issuance of common stock		—		—		117			(313	)		700			—			—			504
Balance, June 30, 2011	$	28,939	$	907	$	1,146,397		$	800,183		$	(143,275	)	$	(3,997	)	$	9,577		$	1,838,731

See accompanying Notes to Condensed Consolidated Financial Statements.

4

WEBSTER FINANCIAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

	Six months ended June 30,
(In thousands)	2012			2011
Operating Activities:
Net income	$	80,178		$	68,763
Income from discontinued operations, net of tax		—			1,995
Income from continuing operations		80,178			66,768
Adjustments to reconcile income from continuing operations to net cash provided by operating activities:
Provision for loan and lease losses		9,000			15,000
Deferred tax expense		18,341			11,341
Depreciation and amortization		51,768			39,609
Stock-based compensation		4,990			2,948
Excess tax benefits from stock-based compensation		(1,076	)		(35	)
(Gain) loss on sale and write-down of foreclosed and repossessed assets		(1,484	)		5,552
Loss on sale of premises and equipment		173			129
Loss (gain) on fair value adjustment of private equities		163			(1,397	)
(Gain) loss on fair value adjustment of derivative instruments		(217	)		837
Net gain on the sale of investment securities		(2,537	)		(3,823	)
Net decrease in trading securities		—			11,554
Increase in cash surrender value of life insurance policies		(5,078	)		(5,109	)
Net (increase) decrease in loans held for sale		(31,837	)		30,574
Net decrease in accrued interest receivable and other assets		(16,503	)		10,405
Net decrease in accrued expenses and other liabilities		(10,281	)		(4,502	)
Net cash provided by operating activities		95,600			179,851
Investing Activities:
Net decrease (increase) in interest-bearing deposits		22,464			(5,052	)
Purchases of available for sale securities		(634,113	)		(285,336	)
Proceeds from maturities and principal payments of available for sale securities		383,737			289,150
Proceeds from sales of available for sale securities		45,855			278,757
Purchases of held-to-maturity securities		(459,212	)		(337,164	)
Proceeds from maturities and principal payments of held-to-maturity securities		366,692			280,205
Sale of Federal Home Loan Bank and Federal Reserve Board stock		1,279			—
Net increase in loans		(364,202	)		(62,363	)
Proceeds from the sale of foreclosed properties and repossessed assets		5,733			7,789
Proceeds from the sale of premises and equipment		887			3,901
Purchases of premises and equipment		(7,678	)		(13,159	)
Net cash (used for) provided by investing activities		(638,558	)		156,728
Financing Activities:
Net increase in deposits		317,902			107,742
Proceeds from Federal Home Loan Bank advances		1,826,265			45,934
Repayments of Federal Home Loan Bank advances		(1,549,064	)		(410,456	)
Net increase (decrease) in securities sold under agreements to repurchase and other short-term borrowings		38,672			(11,612	)
Repayment of long-term debt		(74,901	)		(12,380	)
Cash dividends paid to common shareholders		(13,148	)		(5,243	)
Cash dividends paid to preferred shareholders of consolidated subsidiary		—			(432	)
Cash dividends paid to preferred shareholders		(1,230	)		(1,230	)
Exercise of stock options		422			107
Excess tax benefits from stock-based compensation		1,076			35
Issuance of common stock		250			504
Common stock repurchased		(1,677	)		(537	)
Common stock warrants repurchased		(337	)		(14,674	)
Net cash provided by (used for) financing activities		544,230			(302,242	)
Cash Flows from Discontinued Operations:
Operating activities		—			1,995
Net cash provided by discontinued operations		—			1,995
Net increase in cash and due from banks		1,272			36,332
Cash and due from banks at beginning of period		195,957			159,849
Cash and due from banks at end of period	$	197,229		$	196,181
Supplemental disclosure of cash flow information:
Interest paid	$	64,831		$	75,604
Income taxes paid		9,793			12,341
Noncash investing and financing activities:
Transfer of loans and leases, net to foreclosed properties and repossessed assets	$	3,656		$	6,973

See accompanying Notes to Condensed Consolidated Financial Statements.

5

NOTE 1: Summary of Significant Accounting Policies

Nature of Operations. Webster Financial Corporation (together, with its consolidated subsidiaries, “Webster”, the “Company”, “our company”, “we” or “us”), is a bank holding company and financial holding company under the Bank Holding Company Act of 1956, as amended, headquartered in Waterbury, Connecticut and incorporated under the laws of Delaware in 1986. Webster Financial Corporation’s principal asset at June 30, 2012 was all of the outstanding capital stock of Webster Bank, National Association (“Webster Bank”).

Webster, through Webster Bank and various non-banking financial services subsidiaries, delivers financial services to individuals, families and businesses throughout southern New England and into Westchester County, New York. Webster provides business and consumer banking, mortgage lending, financial planning, trust and investment services through banking offices, ATMs, telephone banking, mobile banking and its Internet website (www.websterbank.com). Webster Bank offers, through its HSA Bank division, health savings accounts on a nationwide basis. Webster also offers equipment financing, commercial real estate lending, and asset-based lending.

Basis of Presentation. The Condensed Consolidated Financial Statements include the accounts of Webster and all other entities in which Webster has a controlling financial interest (collectively referred to as “Webster” or the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation. The accounting and financial reporting policies Webster follows conform, in all material respects, to accounting principles generally accepted in the United States (“GAAP”) and to general practices within the financial services industry.

The Company determines whether it has a controlling financial interest in an entity by first evaluating whether the entity is a voting interest entity or a variable interest entity (“VIE”) under GAAP. Voting interest entities are entities in which the total equity investment at risk is sufficient to enable the entity to finance itself independently and provides the equity holder with the obligation to absorb losses, the right to receive residual returns and the right to make decisions about the entity’s activities. The Company consolidates voting interest entities in which it has all or at least a majority of, the voting interest. VIEs are entities that lack one or more of the characteristics of a voting interest entity. A controlling financial interest in a VIE is present when the Company has both the power and ability to direct the activities of the VIE that most significantly impact the VIEs economic performance and an obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE.

The Company owns the common stock of trusts which have issued trust preferred securities. These trusts are VIEs in which the Company is not the primary beneficiary and therefore are not consolidated. The trusts’ only assets are junior subordinated debentures issued by the Company, which were acquired by the trusts using the proceeds from the issuance of the trust preferred securities and common stock. The junior subordinated debentures are included in long-term debt and the Company’s equity interests in the trusts are included in other assets in the Condensed Consolidated Balance Sheets. Interest expense on the junior subordinated debentures is reported in interest expense on long-term debt in the Condensed Consolidated Statements of Operations. See Note 10 – Long-Term Debt.

The Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q have not been audited by an independent registered public accounting firm, but, in the opinion of management, reflect all adjustments necessary for a fair presentation of the Company’s financial position and results of operations. All such adjustments were of a normal and recurring nature. The Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q adopted by the Securities and Exchange Commission (“SEC”). Accordingly, the Condensed Consolidated Financial Statements do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the Company’s Consolidated Financial Statements, and Notes thereto, for the year ended December 31, 2011, included in Webster’s Annual Report on Form 10-K filed with the SEC on February 29, 2012 (the “2011 Form 10-K”). Operating results for the interim periods disclosed herein are not necessarily indicative of the results that may be expected for a full year or any future period.

Use of Estimates. The preparation of the Condensed Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements. Actual results could differ from those estimates. The allowance for loan and lease losses, the fair value of financial instruments, the deferred tax asset valuation allowance, status of contingencies, valuation of investments for other-than-temporary impairment (“OTTI”), and the goodwill valuation are particularly subject to change.

6

Correction of Immaterial Error Related to Prior Periods. During the year ended December 31, 2011, the Company identified an error related to the accounting for certain Commercial loan origination and amendment fees. The Company determined that these fees were recognized immediately and not properly amortized over the term of the loan, as required by ASC Topic 310-20, Nonrefundable Fees and Other Costs. As a result, these fees were not recognized as Interest and Fees on Loans and Leases but were recognized in Loan Related Fees, which is a component of other non-interest income in the Condensed Consolidated Statements of Operations. The Company reviewed the impact of this error on the prior periods in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 99, Materiality, and determined that the error was immaterial to previously reported amounts contained in its periodic reports. Accordingly, the Company has revised its Condensed Consolidated Statement of Shareholders’ Equity at June 30, 2011 and the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2011.

The effects of recording this immaterial correction are as follows:

(In thousands, except per share data)	At or for the three months ended June 30, 2011				At or for the six months ended June 30, 2011
	As Filed		As Revised		As Filed		As Revised
Retained earnings	$	804,109	$	800,183	$	804,109	$	800,183
Interest and fees on loans and leases		121,599		122,395		242,830		244,338
Net interest income		140,117		140,913		279,566		281,074
Loan related fees		6,419		5,590		11,248		10,033
Total non-interest income		47,018		46,189		91,320		90,105
Net income before taxes		50,074		50,041		94,700		94,993
Net income after taxes		34,207		34,184		66,507		66,768
Earnings per common share:
Basic		0.38		0.38		0.76		0.77
Diluted		0.36		0.36		0.72		0.72

Reclassifications. Certain items in prior financial statements have been reclassified to conform to current presentation. These reclassifications had no impact on the Company’s consolidated financial position, results of operations or net change in cash or cash equivalents. There have been no changes to our significant accounting policies that were disclosed in the Company’s 2011 Form 10-K.

Investment Securities. Investment securities are classified at the time of purchase as “available for sale”, or “held to maturity”. Classification is re-evaluated each quarter to ensure appropriate classification and to maintain consistency with corporate objectives. Debt securities held to maturity are those which Webster has the ability and intent to hold to maturity. Securities held to maturity are recorded at amortized cost. Amortized cost includes the amortization of premiums or accretion of discounts. Such amortization and accretion is included in interest income from securities. Securities classified as available for sale are recorded at fair value. Unrealized gains and losses, net of taxes, are calculated each reporting period and presented as a separate component of other comprehensive income (“OCI”). Securities transferred from available for sale to held to maturity are recorded at fair value at the time of transfer. The respective gain or loss is reclassified as a separate component of OCI and amortized as an adjustment to interest income over the remaining life of the security.

Investment securities are reviewed quarterly for OTTI. All securities classified as available for sale or held to maturity that are in an unrealized loss position are evaluated for OTTI. The evaluation considers several qualitative factors including the amount of the unrealized loss and the period of time the security has been in a loss position. If the Company intends to sell the security or, if it is more than likely the Company will be required to sell the security prior to recovery of its amortized cost basis, the security is written down to fair value and the respective loss is recorded as a loss in non-interest income in the Condensed Consolidated Statements of Operations. If the Company does not intend to sell the security and if it is more likely than not that the Company will not be required to sell the security prior to recovery of its amortized cost basis, only the credit component of any impairment charge of a debt security would be recognized as a loss in non-interest income in the Condensed Consolidated Statement of Operations. The remaining loss component would be recorded in OCI. A decline in the value of an equity security that is considered OTTI is recorded as a loss in non-interest income on the Condensed Consolidated Statements of Operations.

The specific identification method is used to determine realized gains and losses on sales of securities.

7

Loans. Loans are stated at the principal amounts outstanding, net of charged off amounts and unamortized premiums and discounts and net of deferred loan fees and/or costs which are recognized as a yield adjustment using the interest method. These yield adjustments are amortized over the contractual life of the related loans adjusted for estimated prepayments when applicable. Interest on loans is credited to interest income as earned based on the interest rate applied to principal amounts outstanding. Loans are placed on non-accrual status when timely collection of principal and interest in accordance with contractual terms is doubtful. A loan is transferred to a non-accrual basis generally when principal or interest payments become 90 days delinquent, unless the loan is well secured and in process of collection, or sooner if management concludes circumstances indicate that the borrower may be unable to meet contractual principal or interest payments.

Accrual of interest is discontinued if the loan is placed on non-accrual status. Residential real estate and consumer loans are placed on non-accrual status at 90 days past due and a charge-off is recorded at 180 days if the loan balance exceeds the fair value of the collateral less costs to sell. All commercial, commercial real estate and equipment finance loans are subject to a detailed review by the Company’s credit risk team to determine accrual status. A charge off is recorded on a case-by-case basis when all or a portion of the loan is deemed to be uncollectible.

When a loan is put on non-accrual status, unpaid accrued interest is reversed and charged against interest income. If ultimate repayment of a non-accrual loan is expected, any payments received are applied in accordance with contractual terms. If ultimate repayment is not expected on commercial, commercial real estate and equipment finance loans, any payment received on a non-accrual loan is applied to principal until the unpaid balance has been fully recovered. Any excess is then credited to interest income when received. If the Company determines, through a current valuation analysis, that principal can be repaid on residential real estate and consumer loans, interest payments may be taken into income as received or on a cash basis. Loans are removed from non-accrual status when they become current as to principal and interest or demonstrate a period of performance under contractual terms and, in the opinion of management, are fully collectible as to principal and interest.

Allowance for Credit Losses. The allowance for credit losses includes the allowance for loan and lease losses and the reserve for unfunded credit commitments.

Allowance for Loan and Lease Losses (“ALLL”). The allowance for loan and lease losses is a reserve established through a provision for loan and lease losses charged to expense, and represents management’s best estimate of probable losses that may be incurred within the existing loan portfolio as of the balance sheet date. The level of the allowance reflects management’s view of trends in loan loss activity, current loan portfolio quality and present economic, political and regulatory conditions. Portions of the allowance may be allocated for specific loans; however, the entire allowance is available for any loan that is charged off. While management utilizes its best judgment based on the information available at the time, the ultimate adequacy of the allowance is dependent upon a variety of factors that are beyond the Company’s control, which include the performance of the Company’s loan portfolio, economic conditions, interest rate sensitivity and the view of the regulatory authorities regarding loan classifications.

The Company’s allowance for loan and lease losses consists of three elements: (i) specific valuation allowances established for probable losses on impaired loans; (ii) quantitative valuation allowances calculated using loan loss experience for like loans with similar characteristics and trends, adjusted, as necessary, to reflect the impact of current conditions; and (iii) qualitative factors determined based on general economic conditions and other qualitative risk factors both internal and external to the Company.

Loans are considered impaired when, based on current information and events, it is probable the Company will be unable to collect all amounts due in accordance with the original contractual terms of the loan agreement, including scheduled principal and interest payments. Impairment is evaluated on a pooled basis for smaller-balance loans of a similar nature and on an individual loan basis depending on risk rating, accrual status and loan size for other loans primarily residential and consumer loans. Commercial, commercial real estate and equipment financing loans over a specific dollar amount and all troubled debt restructurings are evaluated individually for impairment. A loan identified as a troubled debt restructuring (“TDR”) is considered an impaired loan for the entire term of the loan, with few exceptions. If a loan is impaired, a specific valuation allowance may be established, and the loan is reported net, at the present value of estimated future cash flows using the loan’s original interest rate or at the fair value of collateral less cost to sell if repayment is expected from collateral liquidation. Interest payments on impaired loans are typically applied to principal unless collectability of the principal amount is reasonably assured, in which case interest is recognized on a cash basis. Impaired loans, or portions thereof, are charged off when deemed uncollectible. Factors considered by management in determining impairment include payment status, collateral value, and the likelihood of collecting scheduled principal and interest payments. Consumer modified loans are analyzed for re-default probability which is factored into the impaired reserve calculation for ALLL. The current or weighted average (for multiple notes within a commercial borrowing arrangement) interest rate of the loan is used as the discount rate when the interest rate floats with a specified index. A change in terms or payments would be included in the impairment calculation.

Reserve for Unfunded Commitments. The reserve for unfunded commitments provides for probable losses inherent with funding the unused portion of legal commitments to lend. The unfunded reserve calculation includes factors that are consistent with ALLL methodology for funded loans using the loss given default, probability of default and a draw down factor applied to the underlying borrower risk and facility grades.

8

Troubled Debt Restructurings. A modified loan is considered a troubled debt restructuring (“TDR”) when two conditions are met: 1) the borrower is experiencing financial difficulties and 2) the modification constitutes a concession. Modified terms are dependent upon the financial position and needs of the individual borrower. The Company does not employ modification programs for temporary or trial periods. The most common types of modifications include covenant modifications, forbearance and/or other concessions. If the modification agreement is violated, the loan is handled by the Company’s Restructuring and Recovery group for resolution, which may result in foreclosure.

The Company’s policy is to place all consumer loan TDRs on non-accrual status for a minimum period of six months. Commercial TDRs are evaluated on a case-by-case basis for determination of whether or not to place on non-accrual status. Loans qualify for return to accrual status once they have demonstrated performance with the restructured terms of the loan agreement for a minimum of six months. Initially, all TDRs are reported as impaired. Generally, TDRs are classified as impaired loans and TDRs for the remaining life of the loan. Impaired and TDR classification may be removed if the borrower demonstrates compliance with the modified terms for a minimum of six months and through one fiscal year-end and the restructuring agreement specifies a market rate of interest equal to that which would be provided to a borrower with similar credit at the time of restructuring. In the limited circumstances that a loan is removed from TDR classification it is the Company’s policy to continue to base its measure of loan impairment on the contractual terms specified by the loan agreement.

Accounting Standards Updates

ASU No. 2011-11, “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities.” In December 2011, the FASB issued ASU No. 2011-11 which expands required disclosures of information related to the nature of an entity’s rights of setoff and related arrangements associated with its financial instruments and derivative instruments, in an effort to enhance comparability between financial statements prepared with GAAP and IFRS. The requirements include disclosure of net and gross positions in covered financial instruments and derivative instruments which are either (1) offset in accordance with ASC Sections 210-20-45 or 815-10-45, or (2) subject to an enforceable netting or other similar arrangement. The guidance is effective for the Company’s interim and annual periods beginning on January 1, 2013 and will be applied retrospectively. The Company is currently evaluating the impact of the adoption of this accounting standards update on the Company’s financial statements.

ASU No. 2011-12, “Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05.” In December 2011, the FASB issued ASU No. 2011-12 which defers the effective date for the part of ASU No. 2011-05 that would have required adjustments of items out of accumulated other comprehensive income to be presented on the components of both net income and other comprehensive income in the financial statements until FASB can adequately evaluate the costs and benefits of this presentation requirement. The Company has deferred this presentation, as permitted, and continues to evaluate the impact of the adoption of this accounting standards update on the Company’s financial statements.

9

NOTE 2: Investment Securities

A summary of the amortized cost, carrying value, and fair value of Webster’s investment securities is presented below:

	At June 30, 2012
			Recognized in OCI							Not Recognized in OCI
(Dollars in thousands)	Amortized cost		Gross unrealized gains		Gross unrealized losses			Carrying value		Gross unrealized gains		Gross unrealized losses			Fair value
Available for sale:
U.S. Treasury Bills	$	200	$	—	$	—		$	200	$	—	$	—		$	200
Agency collateralized mortgage obligations (“CMOs”) - GSE		1,617,938		28,974		(569	)		1,646,343		—		—			1,646,343
Corporate debt		112,427		2,165		(30	)		114,562		—		—			114,562
Pooled trust preferred securities (a)		51,738		—		(22,916	)		28,822		—		—			28,822
Single issuer trust preferred securities		66,331		—		(10,822	)		55,509		—		—			55,509
Equity securities-financial institutions (b)		6,232		1,856		(20	)		8,068		—		—			8,068
Mortgage-backed securities (“MBS”) - GSE		906,851		24,054		(820	)		930,085		—		—			930,085
Commercial mortgage-backed securities (“CMBS”)		345,183		31,385		(6,577	)		369,991		—		—			369,991
Total available for sale	$	3,106,900	$	88,434	$	(41,754	)	$	3,153,580	$	—	$	—		$	3,153,580
Held-to-maturity:
Municipal bonds and notes	$	622,703	$	—	$	—		$	622,703	$	33,636	$	(148	)	$	656,191
Agency CMOs - GSE		631,162		—		—			631,162		21,056		—			652,218
MBS - GSE		1,638,235		—		—			1,638,235		93,544		(1,565	)		1,730,214
CMBS		165,146		—		—			165,146		11,377		—			176,523
Private Label MBS		18,980		—		—			18,980		530		—			19,510
Total held-to-maturity	$	3,076,226	$	—	$	—		$	3,076,226	$	160,143	$	(1,713	)	$	3,234,656
Total investment securities	$	6,183,126	$	88,434	$	(41,754	)	$	6,229,806	$	160,143	$	(1,713	)	$	6,388,236

(a) Amortized cost is net of $10.5 million of credit related other-than-temporary impairment at June 30, 2012.

(b) Amortized cost is net of $21.3 million of other-than-temporary impairments at June 30, 2012.

	At December 31, 2011
			Recognized in OCI							Not Recognized in OCI
(Dollars in thousands)	Amortized cost		Gross unrealized gains		Gross unrealized losses			Carrying value		Gross unrealized gains		Gross unrealized losses			Fair value
Available for sale:
U.S. Treasury Bills	$	200	$	—	$	—		$	200	$	—	$	—		$	200
Agency CMOs - GSE		1,916,372		27,211		(3,341	)		1,940,242		—		—			1,940,242
Pooled trust preferred securities (a)		52,606		—		(23,608	)		28,998		—		—			28,998
Single issuer trust preferred securities		51,027		—		(12,813	)		38,214		—		—			38,214
Equity securities-financial institutions (b)		7,669		1,802		(24	)		9,447		—		—			9,447
MBS - GSE		502,389		25,079		(158	)		527,310		—		—			527,310
CMBS		319,200		22,395		(11,242	)		330,353		—		—			330,353
Total available for sale	$	2,849,463	$	76,487	$	(51,186	)	$	2,874,764	$	—	$	—		$	2,874,764
Held-to-maturity:
Municipal bonds and notes	$	646,358	$	—	$	—		$	646,358	$	30,960	$	(174	)	$	677,144
Agency CMOs - GSE		733,889		—		—			733,889		20,555		—			754,444
MBS - GSE		1,411,008		—		—			1,411,008		98,449		—			1,509,457
CMBS		158,451		—		—			158,451		6,588		—			165,039
Private Label MBS		24,021		—		—			24,021		441		—			24,462
Total held-to-maturity	$	2,973,727	$	—	$	—		$	2,973,727	$	156,993	$	(174	)	$	3,130,546
Total investment securities	$	5,823,190	$	76,487	$	(51,186	)	$	5,848,491	$	156,993	$	(174	)	$	6,005,310

(a) Amortized cost is net of $10.5 million of credit related other-than-temporary impairment at December 31, 2011.

(b) Amortized cost is net of $21.6 million of other-than-temporary impairments at December 31, 2011.

10

The amortized cost and fair value of debt securities at June 30, 2012, by contractual maturity, are set forth below:

	Available for Sale				Held to Maturity
(Dollars in thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due in one year or less	$	15,425	$	15,323	$	28,898	$	28,902
Due after one year through five years		5,169		5,274		11,677		12,316
Due after five through ten years		115,236		117,279		246,574		261,581
Due after ten years		2,964,838		3,007,636		2,789,077		2,931,857
Total debt securities	$	3,100,668	$	3,145,512	$	3,076,226	$	3,234,656

For the purposes of the maturity schedule, mortgage-backed securities, which are not due at a single maturity date, have been allocated over maturity groupings based on the expected maturity of the underlying collateral. Actual maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without call or prepayment penalties. At June 30, 2012, the Company had $607.9 million carrying value of callable securities in its investment portfolio.

The following tables provide information on the gross unrealized losses and fair value of the Company’s investment securities with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment security category and length of time that individual investment securities have been in a continuous unrealized loss position:

	June 30, 2012
	Less Than Twelve Months					Twelve Months or Longer					Total
(Dollars in thousands)	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			# of Holdings		Fair Value		Unrealized Losses
Available for Sale:
Agency CMOs - GSE	$	150,825	$	(569	)	$	—	$	—			5	$	150,825	$	(569	)
Corporate debt		24,788		(30	)		—		—			3		24,788		(30	)
Pooled trust preferred securities		—		—			28,822		(22,916	)		8		28,822		(22,916	)
Single issuer trust preferred securities		18,732		(611	)		36,776		(10,211	)		11		55,508		(10,822	)
Equity securities-financial institutions		129		(20	)		—		—			1		129		(20	)
MBS - GSE		258,044		(820	)		—		—			20		258,044		(820	)
CMBS		—		—			17,755		(6,577	)		1		17,755		(6,577	)
Total available for sale	$	452,518	$	(2,050	)	$	83,353	$	(39,704	)		49	$	535,871	$	(41,754	)
Held-to-maturity:
Municipal bonds and notes	$	10,797	$	(72	)	$	4,298	$	(76	)		27	$	15,095	$	(148	)
MBS - GSE		143,908		(1,565	)		—		—			11		143,908		(1,565	)
Total held-to-maturity	$	154,705	$	(1,637	)	$	4,298	$	(76	)		38	$	159,003	$	(1,713	)
Total investment securities	$	607,223	$	(3,687	)	$	87,651	$	(39,780	)		87	$	694,874	$	(43,467	)

	December 31, 2011
	Less Than Twelve Months					Twelve Months or Longer					Total
(Dollars in thousands)	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			# of Holdings		Fair Value		Unrealized Losses
Available for Sale:
Agency CMOs - GSE	$	405,318	$	(3,341	)	$	—	$	—			11	$	405,318	$	(3,341	)
Pooled trust preferred securities		6,526		(8,178	)		22,472		(15,430	)		8		28,998		(23,608	)
Single issuer trust preferred securities		6,711		(1,521	)		31,503		(11,292	)		9		38,214		(12,813	)
Equity securities-financial institutions		124		(24	)		—		—			1		124		(24	)
MBS - GSE		90,418		(158	)		—		—			3		90,418		(158	)
CMBS		73,190		(1,924	)		14,957		(9,318	)		5		88,147		(11,242	)
Total available for sale	$	582,287	$	(15,146	)	$	68,932	$	(36,040	)		37	$	651,219	$	(51,186	)
Held-to-maturity:
Municipal bonds and notes	$	5,405	$	(66	)	$	6,117	$	(108	)		21	$	11,522	$	(174	)
Total held-to-maturity	$	5,405	$	(66	)	$	6,117	$	(108	)		21	$	11,522	$	(174	)
Total investment securities	$	587,692	$	(15,212	)	$	75,049	$	(36,148	)		58	$	662,741	$	(51,360	)

11

Securities with a carrying value totaling $2.4 billion at June 30, 2012 and December 31, 2011 were pledged to secure public funds, trust deposits, repurchase agreements and for other purposes, as required or permitted by law. At June 30, 2012 and December 31, 2011, the Company had no investments in obligations of individual states, counties, or municipalities which exceed 10% of consolidated shareholders’ equity.

The following discussion summarizes, by investment security type, the basis for evaluating if the applicable investment securities within the Company’s available for sale portfolio were other-than-temporarily impaired at June 30, 2012. Unless otherwise noted for an investment security type, management does not intend to sell these investments and has determined, based upon available evidence, that it is more likely than not that the Company will not be required to sell the security before the recovery of its amortized cost.

Trust Preferred Securities - Pooled Issuers – At June 30, 2012, the fair value of the pooled trust preferred securities was $28.8 million, a decrease of $0.2 million from the fair value of $29.0 million at December 31, 2011. The slight decrease in fair value is due to the net impact of small improvements in credit and liquidity spreads and principal paydowns. The gross unrealized loss of $22.9 million at June 30, 2012 is attributable to wider credit spreads that management incorporated in order to reflect the inactive and illiquid nature of the trust preferred securities market at this time as well as changes in the underlying credit profile of issuers in each pool over the holding period.

For the three and six months ended June 30, 2012, the Company recognized no credit related OTTI for these securities. As a result, there was no additional non credit related OTTI recognized in OCI during the three and six months ended June 30, 2012. The pooled trust preferred portfolio consists of collateralized debt obligations (“CDOs”) containing predominantly bank and insurance company collateral that are investment grade and below investment grade. The Company employs an internal CDO model for projection of future cash flows and discounting those cash flows to a net present value. An internal model is used to value the securities due to the continued inactive market and illiquid nature of pooled trust preferred securities in the entire capital structure. Each underlying issuer in the pools is rated internally using the latest financial data on each institution, and future deferrals, defaults and losses are then estimated on the basis of continued stress in the financial markets. Further, all current and projected deferrals are not assumed to cure, and all current and projected defaults are assumed to have no recovery value. The resulting net cash flows are then discounted at current market levels for similar types of products that are actively trading. To determine potential OTTI due to credit losses, management compares the amortized cost to the present value of expected cash flows adjusted for deferrals and defaults using the discount margin at the time of purchase. Other factors considered include an analysis of excess subordination and temporary interest shortfall coverage. Based on the valuation analysis as of June 30, 2012, management expects to fully recover the remaining amortized cost of those securities not deemed to be other than temporarily impaired. However, additional interest deferrals, defaults, or ratings changes could result in future OTTI charges.

The following table summarizes pertinent information that was considered by management in evaluating Trust Preferred Securities – Pooled Issuers for OTTI in the current reporting period:

Trust Preferred Securities - Pooled Issuers
Deal Name	Class	Amortized Cost (a)		Gross Unrealized Losses			Fair Value		Lowest Credit Ratings as of June 30, 2012 (b)	Total Other-Than- Temporary Impairment thru June 30, 2012			% of Performing Bank/ Insurance Issuers		Current Deferrals/ Defaults (As a % of Original Collateral)
(Dollars in thousands)
Security H	B	$	3,486	$	(1,789	)	$	1,697	B	$	(352	)		96.6		4.6
Security I	B		4,467		(2,289	)		2,178	CCC		(365	)		88.2		16.8
Security J	B		5,292		(2,906	)		2,386	CCC		(806	)		90.6		11.6
Security K	A		7,382		(3,649	)		3,733	CCC		(2,040	)		69.9		30.9
Security L	B		8,724		(4,583	)		4,141	CCC		(867	)		92.0		11.6
Security M	A		7,268		(4,571	)		2,697	D		(4,926	)		54.9		37.8
Security N	A		15,119		(3,129	)		11,990	A		(1,104	)		90.6		11.6
		$	51,738	$	(22,916	)	$	28,822		$	(10,460	)

(a) For the securities previously deemed impaired, the amortized cost is reflective of previous OTTI recognized in earnings.

(b) The Company utilized credit ratings provided by Moody’s, S&P and Fitch in its evaluation of issuers.

12

Trust Preferred Securities - Single Issuers – At June 30 2012, the fair value of the single issuer trust preferred portfolio was $55.5 million, an increase of $17.3 million from the fair value of $38.2 million at December 31, 2011, primarily due to a $15.1 million security addition. The gross unrealized loss of $10.8 million at June 30, 2012 is primarily attributable to changes in interest rates and wider credit spreads over the holding period of these securities. The single issuer portfolio consists of six investments issued by four large capitalization money center financial institutions, which continue to service the debt and showed significantly improved capital levels in recent years and remain well above current regulatory capital standards. Based on the review of the qualitative and quantitative factors presented above, the Company does not consider these securities to be other-than-temporarily impaired at June 30, 2012.

The following table summarizes pertinent information that was considered by management in determining if OTTI existed within the single issuer trust preferred securities portfolio in the current reporting period:

Trust Preferred Securities - Single Issuers
Deal Name	Amortized Cost		Gross Unrealized Losses			Fair Value		Lowest Credit Ratings as of June 30, 2012	Total Other-Than- Temporary Impairment thru June 30, 2012
(Dollars in thousands)
Security B	$	6,874	$	(837	)	$	6,037	BB	$	—
Security C		8,655		(1,932	)		6,723	BBB		—
Security D		9,540		(2,392	)		7,148	B		—
Security E		11,742		(2,102	)		9,640	BBB		—
Security F		14,295		(3,457	)		10,838	BBB		—
Security G		15,225		(102	)		15,123	BBB		—
	$	66,331	$	(10,822	)	$	55,509		$	—

Agency CMOs-GSE – There were $569 thousand in unrealized losses in the Company’s investment in agency CMOs at June 30, 2012 compared to $3.3 million at December 31, 2011. The improvement in unrealized losses at June 30, 2012 was the result of lower overall interest rates and tighter market spreads during the six months ended June 30, 2012, as compared to 2011. The contractual cash flows for these investments are performing as expected. As such, the Company does not consider these securities to be other-than-temporarily impaired at June 30, 2012.

Corporate Debt Securities – There were $30 thousand in unrealized losses in the Company’s investment in senior corporate debt securities at June 30, 2012. There were no investments in senior corporate debt securities as of December 31, 2011. The unrealized loss at June 30, 2012 was the result of higher benchmark rates from the time of purchase. The Company does not consider these securities to be other-than-temporarily impaired at June 30, 2012.

Equity securities – The unrealized losses on the Company’s investment in equity securities were $20 thousand at June 30, 2012 compared to $24 thousand at December 31, 2011. This portfolio consists primarily of investments in the common stock of small capitalization financial institutions based in New England. When estimating the recovery period for equity securities in an unrealized loss position, management utilizes analyst forecasts, earnings assumptions and other company-specific financial performance metrics. In addition, this assessment incorporates general market data, industry and sector cycles and related trends to determine a reasonable recovery period. The Company evaluated the near-term prospects of the issuers in relation to the severity and duration of the impairment. The Company does not consider these securities to be other-than-temporarily impaired at June 30, 2012.

Mortgage-backed securities - GSE –There were $820 thousand in unrealized losses in the Company’s investment in residential mortgage-backed securities issued by the GSEs at June 30, 2012 compared to $158 thousand in unrealized losses at December 31, 2011. This increase was primarily due to interest rate changes combined with new purchases made during the quarter. The contractual cash flows for these investments are performing as expected. The Company does not consider these securities to be other-than-temporarily impaired at June 30, 2012.

Commercial mortgage-backed securities – The unrealized losses on the Company’s investment in commercial mortgage-backed securities issued by entities other than GSEs decreased to $6.6 million at June 30, 2012 from $11.2 million at December 31, 2011. This decrease in unrealized loss is primarily the result of recent tightening in credit spreads during the six months ended June 30, 2012. Internal and external metrics are considered when evaluating potential OTTI. Internal stress tests are performed on individual bonds to monitor potential loss in either base or high stress scenarios. The high stress scenario resulted in an 8.7% loss for one bond, assuming a severe recession with a peak unemployment rate of 13.6%. In addition, market analytics are performed to validate internal results. Contractual cash flows for the bonds continue to perform as expected. The Company does not consider these securities to be other-than-temporarily impaired at June 30, 2012.

13

The following discussion summarizes, by investment security type, the basis for the conclusion that the applicable investment securities within the Company’s held to maturity portfolio were not other-than-temporarily impaired at June 30, 2012. Unless otherwise noted, under an investment security type, management does not intend to sell these investments and has determined, based upon available evidence, that it is more likely than not that the Company will not be required to sell the securities before the recovery of its amortized cost. There were no significant credit downgrades on held to maturity securities during the six months ended June 30, 2012.

Municipal bonds and notes – There were unrealized losses on the Company’s investment in municipal bonds and notes of $148 thousand at June 30, 2012 compared to $174 thousand at December 31, 2011. This decrease is primarily the result of tighter credit spreads in 2012 compared to 2011. The municipal portfolio is primarily comprised of bank qualified bonds, over 92.7% with credit ratings of A or better. In addition, the portfolio is comprised of 84.1% General Obligation bonds, 15.6% Revenue bonds and 0.3% other bonds. The Company does not consider these securities to be other-than-temporarily impaired at June 30, 2012.

Agency CMOs - GSE – There were no unrealized losses on the Company’s investment in agency CMOs at June 30, 2012 and at December 31, 2011. The contractual cash flows for this investment are performing as expected. With tighter market spreads during the six months ended June 30, 2012, the agency CMO securities are all at unrealized gains.

Mortgage-backed securities - GSE – There were unrealized losses on the Company’s investment in residential mortgage-backed securities issued by the GSEs of $1.6 million at June 30, 2012 compared to no losses at December 31, 2011. The contractual cash flows for these investments are performing as expected. The Company does not consider these securities to be other-than-temporarily impaired at June 30, 2012.

CMBS and Private Label MBS – There were no unrealized losses on the Company’s investment in commercial and residential mortgage-backed securities issued by entities other than GSEs at June 30, 2012 and at December 31, 2011. These securities carry AAA ratings and are currently performing as expected.

The following is a roll forward of the amount of credit related OTTI for the three and six months ended June 30,:

	Three months ended June 30,					Six months ended June 30,
(In thousands)	2012		2011			2012		2011
Balance of credit related OTTI, beginning of period	$	10,460	$	21,326		$	10,460	$	26,320
Reduction for securities sold		—		(10,850	)		—		(15,844	)
Balance of credit related OTTI, end of period	$	10,460	$	10,476		$	10,460	$	10,476

To the extent that changes in interest rates, credit movements and other factors that influence the fair value of investments occur, the Company may be required to record impairment charges for other-than-temporary impairment in future periods. There were no additions to credit related OTTI for the three and six months ended June 30, 2012. There was a reduction in outstanding credit-related OTTI due to the sale of a security in both the first and second quarters of 2011.

The following table summarizes the proceeds from the sale of available for sale securities for the three and six months ended June 30, 2012 and 2011:

	Three months ended June 30,				Six months ended June 30,
(In thousands)	2012		2011		2012		2011
Available for sale:
Agency CMOs - GSE	$	28,498	$	94,335	$	28,498	$	94,335
Pooled trust preferred securities		—		406		—		1,456
Equity securities		1,073		—		1,073		2,353
MBS - GSE		—		92,095		—		180,613
CMBS		16,284		—		16,284		—
Total available for sale	$	45,855	$	186,836	$	45,855	$	278,757

14

The following table summarizes the impact of realized gains and losses from the sale of securities and the impact of the recognition of other-than-temporary impairments for the three and six months ended June 30, 2012 and 2011:

	Three months ended June 30,
	2012								2011
(In thousands)	Gains		Losses		OTTI Charges		Net		Gains		Losses			OTTI Charges		Net
Available for sale:
Agency CMOs - GSE	$	893	$	—	$	—	$	893	$	1,959	$	—		$	—	$	1,959
Pooled trust preferred securities		—		—		—		—		—		(2,369	)		—		(2,369	)
Equity securities		409		—		—		409		—		—			—		—
MBS - GSE								—		2,057		—			—		2,057
CMBS		1,235		—		—		1,235		—		—			—		—
Total available for sale	$	2,537	$	—	$	—	$	2,537	$	4,016	$	(2,369	)	$	—	$	1,647

	Six months ended June 30,
	2012								2011
(In thousands)	Gains		Losses		OTTI Charges		Net		Gains		Losses			OTTI Charges		Net
Available for sale:
Agency CMOs - GSE	$	893	$	—	$	—	$	893	$	1,959	$	—		$	—	$	1,959
Pooled trust preferred securities		—		—		—		—		—		(3,343	)		—		(3,343	)
Equity securities		409		—		—		409		374		—			—		374
MBS - GSE		—		—		—		—		4,833		—			—		4,833
CMBS		1,235		—		—		1,235		—		—			—		—
Total available for sale	$	2,537	$	—	$	—	$	2,537	$	7,166	$	(3,343	)	$	—	$	3,823

Investments in Private Equity Funds – In addition to investment securities, the Company has investments in private equity funds. These investments, which totaled $12.0 million at June 30, 2012, are included in other assets in the Condensed Consolidated Balance Sheets. The Company recognized a gain of $542 thousand and a loss of $163 thousand for the three and six months ended June 30, 2012, respectively, and a gain of $294 thousand and $1.4 million for the three and six months ended June 30, 2011, respectively. Included in the loss of $163 thousand for the six months ended June 30, 2012, is an OTTI charge of $665 thousand on one of the holdings. These amounts are included in other non-interest income on the Condensed Consolidated Statements of Operations.

15

NOTE 3: Loans and Leases

Recorded Investment in Loans and Leases. The following table summarizes recorded investment; the principal amounts outstanding, net of unamortized premiums and discounts, net of deferred fees and/or costs, plus accrued interest, in loans and leases, by portfolio segment at June 30, 2012 and December 31, 2011:

	At June 30, 2012
(In thousands)	Residential		Consumer		Commercial		Commercial Real Estate		Equipment Financing		Total
Loans and Leases:
Ending balance (a)	$	3,300,617	$	2,701,960	$	2,568,338	$	2,551,427	$	417,655	$	11,539,997
Accrued interest		10,951		8,454		8,314		7,540		—		35,259
Total recorded investment	$	3,311,568	$	2,710,414	$	2,576,652	$	2,558,967	$	417,655	$	11,575,256
Total recorded investment: individually evaluated for impairment	$	136,729	$	34,702	$	82,533	$	171,405	$	3,175	$	428,544
Total recorded investment: collectively evaluated for impairment	$	3,174,839	$	2,675,712	$	2,494,119	$	2,387,562	$	414,480	$	11,146,712

	At December 31, 2011
(In thousands)	Residential		Consumer		Commercial		Commercial Real Estate		Equipment Financing		Total
Loans and Leases:
Ending balance (a)	$	3,219,890	$	2,760,030	$	2,385,791	$	2,384,889	$	474,804	$	11,225,404
Accrued interest		10,992		8,777		6,585		7,186		—		33,540
Total recorded investment	$	3,230,882	$	2,768,807	$	2,392,376	$	2,392,075	$	474,804	$	11,258,944
Total recorded investment: individually evaluated for impairment	$	135,311	$	36,629	$	107,218	$	212,850	$	3,268	$	495,276
Total recorded investment: collectively evaluated for impairment	$	3,095,571	$	2,732,178	$	2,285,158	$	2,179,225	$	471,536	$	10,763,668

(a) The ending balance includes net deferred fees and unamortized premiums of $16.7 million and $20.6 million at June 30, 2012 and December 31, 2011, respectively.

As of June 30, 2012, the Company had pledged $4.4 billion of eligible loan collateral to support available borrowing capacity at either the FHLB of Boston or the Federal Reserve discount window.

16

Allowance for Loan and Lease Losses. The following tables summarize the ALLL by portfolio segment for the three and six months ending June 30, 2012 and 2011:

	Three months ended June 30, 2012
(In thousands)	Residential			Consumer			Commercial			Commercial Real Estate			Equipment Financing			Unallocated			Total
Allowance for loan and lease losses:
Balance, beginning of period	$	32,039		$	64,263		$	51,003		$	40,187		$	7,796		$	15,000		$	210,288
Provision (benefit) charged to expense		3,840			6,621			1,763			(2,661	)		(3,313	)		(1,250	)		5,000
Losses charged off		(3,952	)		(11,349	)		(5,676	)		(1,066	)		(165	)		—			(22,208	)
Recoveries		136			2,702			1,678			46			1,115			—			5,677
Balance, end of period	$	32,063		$	62,237		$	48,768		$	36,506		$	5,433		$	13,750		$	198,757
Ending balance: individually evaluated for impairment	$	17,086		$	4,568		$	5,761		$	5,652		$	3		$	—		$	33,070
Ending balance: collectively evaluated for impairment	$	14,977		$	57,669		$	43,007		$	30,854		$	5,430		$	13,750		$	165,687

	Three months ended June 30, 2011
(In thousands)	Residential			Consumer			Commercial			Commercial Real Estate			Equipment Financing			Unallocated		Total
Allowance for loan and lease losses:
Balance, beginning of period	$	28,239		$	89,821		$	68,919		$	71,162		$	19,807		$	20,000	$	297,948
Provision (benefit) charged to expense		3,085			5,171			963			(1,517	)		(2,702	)		—		5,000
Losses charged off		(2,967	)		(13,891	)		(5,361	)		(3,765	)		(413	)		—		(26,397	)
Recoveries		119			1,268			1,321			406			1,578			—		4,692
Balance, end of period	$	28,476		$	82,369		$	65,842		$	66,286		$	18,270		$	20,000	$	281,243
Ending balance: individually evaluated for impairment	$	15,132		$	4,166		$	10,039		$	11,533		$	1		$	—	$	40,871
Ending balance: collectively evaluated for impairment	$	13,344		$	78,203		$	55,803		$	54,753		$	18,269		$	20,000	$	240,372

	Six months ended June 30, 2012
(In thousands)	Residential			Consumer			Commercial			Commercial Real Estate			Equipment Financing			Unallocated			Total
Allowance for loan and lease losses:
Balance, beginning of period	$	34,565		$	67,785		$	60,681		$	45,013		$	8,943		$	16,500		$	233,487
Provision (benefit) charged to expense		4,288			11,096			5,279			(2,739	)		(6,174	)		(2,750	)		9,000
Losses charged off		(7,067	)		(21,400	)		(20,670	)		(6,914	)		(799	)		—			(56,850	)
Recoveries		277			4,756			3,478			1,146			3,463			—			13,120
Balance, end of period	$	32,063		$	62,237		$	48,768		$	36,506		$	5,433		$	13,750		$	198,757
Ending balance: individually evaluated for impairment	$	17,086		$	4,568		$	5,761		$	5,652		$	3		$	—		$	33,070
Ending balance: collectively evaluated for impairment	$	14,977		$	57,669		$	43,007		$	30,854		$	5,430		$	13,750		$	165,687

	Six months ended June 30, 2011
(In thousands)	Residential			Consumer			Commercial			Commercial Real Estate			Equipment Financing			Unallocated			Total
Allowance for loan and lease losses:
Balance, beginning of period	$	30,792		$	95,071		$	74,470		$	77,695		$	21,637		$	22,000		$	321,665
Provision (benefit) charged to expense		3,754			13,696			5,107			(690	)		(4,867	)		(2,000	)		15,000
Losses charged off		(6,317	)		(28,879	)		(16,472	)		(11,125	)		(1,547	)		—			(64,340	)
Recoveries		247			2,481			2,737			406			3,047			—			8,918
Balance, end of period	$	28,476		$	82,369		$	65,842		$	66,286		$	18,270		$	20,000		$	281,243
Ending balance: individually evaluated for impairment	$	15,132		$	4,166		$	10,039		$	11,533		$	1		$	—		$	40,871
Ending balance: collectively evaluated for impairment	$	13,344		$	78,203		$	55,803		$	54,753		$	18,269		$	20,000		$	240,372

17

Impaired Loans and Leases. The following table summarizes impaired loans and leases by class as of June 30, 2012 and December 31, 2011:

	At June 30, 2012
(In thousands)	Unpaid Principal Balance		Total Recorded Investment		Recorded Investment No Allowance		Recorded Investment With Allowance		Related Valuation Allowance
Residential:
1-4 family	$	136,689	$	126,010	$	—	$	126,010	$	14,506
Permanent-NCLC		11,931		10,616		—		10,616		2,575
Construction		133		103		—		103		5
Liquidating portfolio-construction loans		—		—		—		—		—
Consumer:
Home equity loans		33,679		30,030		—		30,030		3,654
Liquidating portfolio-home equity loans		5,529		4,672		—		4,672		914
Other consumer		—		—		—		—		—
Commercial:
Commercial non-mortgage		98,919		82,334		26,133		56,201		5,761
Asset-based loans		2,667		199		199		—		—
Commercial real estate:
Commercial real estate		147,461		137,269		65,774		71,495		5,601
Commercial construction		7,297		7,326		7,326		—		—
Residential development		13,459		12,818		5,075		7,743		51
Equipment Financing		11,066		3,175		2,972		203		3
Totals:
Residential		148,753		136,729		—		136,729		17,086
Consumer		39,208		34,702		—		34,702		4,568
Commercial		101,586		82,533		26,332		56,201		5,761
Commercial real estate		168,217		157,413		78,175		79,238		5,652
Equipment Financing		11,066		3,175		2,972		203		3
Total	$	468,830	$	414,552	$	107,479	$	307,073	$	33,070

	At December 31, 2011
(In thousands)	Unpaid Principal Balance		Total Recorded Investment		Recorded Investment No Allowance		Recorded Investment With Allowance		Related Valuation Allowance
Residential:
1-4 family	$	133,123		124,461	$	—	$	124,461	$	16,611
Permanent-NCLC		12,005		10,718		—		10,718		2,747
Construction		129		132		—		132		9
Liquidating portfolio-construction loans		—		—		—		—		—
Consumer:
Home equity loans		35,285		31,153		4		31,149		4,116
Liquidating portfolio-home equity loans		7,277		5,469		3		5,466		1,050
Other consumer		7		7		—		7		1
Commercial:
Commercial non-mortgage		118,293		105,359		30,207		75,152		12,996
Asset-based loans		7,814		1,859		1,859		—		—
Commercial real estate:
Commercial real estate		195,838		189,575		105,618		83,957		8,514
Commercial construction		7,347		7,373		—		7,373		557
Residential development		16,495		15,902		15,902		—		—
Equipment Financing		11,241		3,268		2,751		517		4
Totals:
Residential		145,257		135,311		—		135,311		19,367
Consumer		42,569		36,629		7		36,622		5,167
Commercial		126,107		107,218		32,066		75,152		12,996
Commercial real estate		219,680		212,850		121,520		91,330		9,071
Equipment Financing		11,241		3,268		2,751		517		4
Total	$	544,854	$	495,276	$	156,344	$	338,932	$	46,605

18

The following table summarizes interest income recognized by class of impaired loans and leases for the periods presented:

	June 30, 2012		Three months ended June 30, 2012		Six months ended June 30, 2012		June 30, 2011		Three months ended June 30, 2011		Six months ended June 30, 2011
(In thousands)	Average Recorded Investment		Total Interest Income		Total Interest Income		Average Recorded Investment		Total Interest Income		Total Interest Income
Residential:
1-4 family	$	125,235	$	1,251	$	2,535	$	117,724	$	1,241	$	2,443
Permanent-NCLC		10,667		110		216		10,153		106		205
Construction		118		2		2		67		2		4
Liquidating portfolio-construction loans		—		—		—		1		—		—
Consumer:
Home equity loans		30,592		352		703		28,938		379		748
Liquidating portfolio-home equity loans		5,071		64		131		5,695		86		210
Other consumer		3		—		—		7		—		—
Commercial:
Commercial non-mortgage		93,846		1,073		2,205		118,987		1,101		2,517
Asset-based loans		1,029		—		—		11,234		98		190
Commercial real estate:										—		—
Commercial real estate		163,422		1,250		2,442		199,093		1,667		3,638
Commercial construction		7,350		72		146		21,871		282		604
Residential development		14,360		82		171		30,884		168		330
Equipment Financing		3,221		9		23		12,324		19		41
Totals:
Residential		136,020		1,363		2,753		127,945		1,349		2,652
Consumer		35,666		416		834		34,640		465		958
Commercial		94,875		1,073		2,205		130,221		1,199		2,707
Commercial real estate		185,132		1,404		2,759		251,848		2,117		4,572
Equipment Financing		3,221		9		23		12,324		19		41
Total	$	454,914	$	4,265	$	8,574	$	556,978	$	5,149	$	10,930

Of the total interest income recognized for the three and six months ended June 30, 2012, $0.3 million and $0.7 million, respectively, was recognized on a cash basis method of accounting for the residential and consumer portfolio segments, as compared to $0.5 million and $1.0 million for the comparable periods in 2011, respectively.

19

Loans and Leases Portfolio Aging. The following table summarizes the recorded investment of the Company’s loan and lease portfolio aging by class at June 30, 2012 and December 31, 2011:

	At June 30, 2012
(In thousands)	30-59 Days Past Due and Accruing		60-89 Days Past Due and Accruing		> 90 Days Past Due and Accruing		Non-accrual		Total Past Due		Current		Total Loans and Leases
Residential:
1-4 family	$	18,337	$	8,649	$	—	$	71,710	$	98,696	$	3,153,040	$	3,251,736
Permanent-NCLC		296		—		—		4,206		4,502		15,856		20,358
Construction		—		—		—		1,178		1,178		38,291		39,469
Liquidating portfolio-construction loans		—		—		—		—		—		5		5
Consumer:
Home equity loans		15,128		6,991		—		22,467		44,586		2,487,807		2,532,393
Liquidating portfolio-home equity loans		2,416		2,085		—		4,515		9,016		129,445		138,461
Other consumer		448		160		—		65		673		38,887		39,560
Commercial:
Commercial non-mortgage		4,251		2,287		1,096		29,304		36,938		2,039,218		2,076,156
Asset-based loans		—		—		—		270		270		500,226		500,496
Commercial real estate:
Commercial real estate		1,907		1,320		—		23,416		26,643		2,385,022		2,411,665
Commercial construction		—		—		—		49		49		114,113		114,162
Residential development		—		—		—		5,983		5,983		27,157		33,140
Equipment Financing		1,307		359		—		5,862		7,528		410,127		417,655
Total	$	44,090	$	21,851	$	1,096	$	169,025	$	236,062	$	11,339,194	$	11,575,256

	At December 31, 2011
(In thousands)	30-59 Days Past Due and Accruing		60-89 Days Past Due and Accruing		> 90 Days Past Due and Accruing		Non-accrual		Total Past Due		Current		Total Loans and Leases
Residential:
1-4 family	$	15,939	$	7,245	$	—	$	75,977	$	99,161	$	3,080,870	$	3,180,031
Permanent-NCLC		802		408		—		4,636		5,846		15,656		21,502
Construction		292		—		—		1,234		1,526		27,815		29,341
Liquidating portfolio-construction loans		—		—		—		—		—		8		8
Consumer:
Home equity loans		14,859		5,891		—		25,115		45,865		2,534,998		2,580,863
Liquidating portfolio-home equity loans		3,231		1,459		—		5,174		9,864		140,247		150,111
Other consumer		346		119		—		117		582		37,251		37,833
Commercial:
Commercial non-mortgage		3,267		1,399		162		27,969		32,797		1,905,085		1,937,882
Asset-based loans		—		—		—		1,904		1,904		452,590		454,494
Commercial real estate:
Commercial real estate		1,330		452		433		32,202		34,417		2,244,357		2,278,774
Commercial construction		—		—		—		—		—		73,525		73,525
Residential development		—		—		135		6,760		6,895		32,881		39,776
Equipment Financing		2,685		2,115		—		7,154		11,954		462,850		474,804
Total	$	42,751	$	19,088	$	730	$	188,242	$	250,811	$	11,008,133	$	11,258,944

Loans and Leases on Non-accrual Status. Accrual of interest is discontinued if a loan or lease is placed on non-accrual status. When placed on non-accrual status, unpaid accrued interest is reversed and charged against interest income. Residential and consumer loans are placed on non-accrual status after 90 days past due. All commercial and commercial real estate loans, and equipment financing leases are subject to a detailed review by the Company’s credit risk team when 90 days past due or when payment is uncertain and a specific determination is made to put a loan or lease on non-accrual status.

Interest on non-accrual loans and leases that would have been recorded as additional interest income for the three and six months ended June 30, 2012 and 2011, had the loans and leases been current in accordance with their original terms, totaled $3.8 million and $7.2 million and $4.6 million and $9.8 million, respectively.

20

Troubled Debt Restructurings. The following table summarizes the information for the Company’s TDRs at June 30, 2012 and December 31, 2011:

(In thousands)	At June 30, 2012			At December 31, 2011
Recorded investment of TDRs:
Accrual status	$	315,530		$	367,344
Non-accrual status		87,583			76,968
Total recorded investment	$	403,113		$	444,312
Accruing TDRs performing under modified terms more than one year		88.2	%		76.0	%
TDR specific reserves included in the balance of allowance for loan losses	$	32,630		$	44,847
Additional funds committed to borrowers in TDR status (a)		7,159			7,872

(a) This amount may be limited by contractual rights and/or the underlying collateral supporting the loan or lease.

For the three and six months ended June 30, 2012 and 2011, Webster charged off $4.5 million and $23.5 million and $2.9 and $7.2, respectively, the portion of TDRs deemed to be uncollectible.

The following table provides information on loans and leases modified as TDRs during the three and six months ended June 30, 2012 and 2011:

	Three months ended June 30,
	2012									2011
(Dollars in thousands)	Number of Loans and Leases		Pre- Modification Recorded Investment		Post- Modification Recorded Investment		Post- Modification Coupon Rate			Number of Loans and Leases		Pre- Modification Recorded Investment		Post- Modification Recorded Investment		Post- Modification Coupon Rate
Residential:
1-4 family		26	$	4,768	$	4,768		3.4	%		32	$	7,087	$	7,087		4.4	%
Permanent-NCLC		—		—		—		—			2		947		947		4.5
Construction		1		104		104		6.9			—		—		—		—
Consumer:
Home equity loans		15		1,319		1,319		4.0			30		2,835		2,835		4.0
Liquidating portfolio-home equity loans		2		35		35		9.2			10		561		561		3.9
Commercial:
Commercial non-mortgage		13		5,758		5,758		7.4			18		7,862		7,862		5.3
Asset-based loans		—		—		—		—			—		—		—		—
Commercial real estate:
Commercial real estate		2		2,167		2,167		4.9			7		5,250		5,250		4.8
Commercial construction		—		—		—		—			—		—		—		—
Residential development		—		—		—		—			2		719		719		5.3
Equipment Financing		4		142		142		7.6			—		—		—		—
TOTAL TDRs		63	$	14,293	$	14,293		5.4	%		101	$	25,261	$	25,261		4.7	%

	Six months ended June 30,
	2012									2011
(Dollars in thousands)	Number of Loans and Leases		Pre- Modification Recorded Investment		Post- Modification Recorded Investment		Post- Modification Coupon Rate			Number of Loans and Leases		Pre- Modification Recorded Investment		Post- Modification Recorded Investment		Post- Modification Coupon Rate
Residential:
1-4 family		50	$	8,828	$	8,828		3.7	%		85	$	20,764	$	20,764		4.1	%
Permanent-NCLC		—		—		—		—			3		1,158		1,158		4.2
Construction		1		104		104		6.9			—		—		—		—
Consumer:
Home equity loans		27		2,272		2,272		4.0			76		7,126		7,126		4.3
Liquidating portfolio-home equity loans		4		35		35		9.1			16		1,189		1,189		5.4
Commercial:
Commercial non-mortgage		25		16,986		16,986		7.2			35		17,426		17,426		6.2
Asset-based loans		—		—		—		—			3		2,563		2,563		5.2
Commercial real estate:
Commercial real estate		3		2,412		2,412		5.0			16		41,165		41,165		4.0
Commercial construction		—		—		—		—			—		—		—		—
Residential development		—		—		—		—			2		719		719		5.3
Equipment Financing		7		342		342		7.2			—		—		—		—
TOTAL TDRs		117	$	30,979	$	30,979		5.8	%		236	$	92,110	$	92,110		4.5	%

21

TDR loans may be modified by means of extended maturity, below market adjusted interest rates, a combination of rate and maturity, or by other means including covenant modifications, or other concessions. The following table provides information on how loans and leases were modified as TDRs during the three and six months ended June 30, 2012 and 2011:

	Three months ended June 30,
	2012										2011
(In thousands)	Extended Maturity		Adjusted Interest Rates		Combination of Rate and Maturity		Other (a)		Total		Extended Maturity		Adjusted Interest Rates		Combination of Rate and Maturity		Other (a)		Total
Residential:
1-4 family	$	398	$	723	$	1,160	$	2,487	$	4,768	$	2,621	$	56	$	4,250	$	160	$	7,087
Permanent-NCLC		—		—		—		—		—		—		—		947		—		947
Construction		—		—		104		—		104		—		—		—		—		—
Consumer:
Home equity loans		891		—		249		179		1,319		1,396		—		1,278		161		2,835
Liquidating portfolio-home equity loans		35		—		—		—		35		54		—		507		—		561
Commercial:
Commercial non-mortgage		287		—		—		5,471		5,758		5,319		62		98		2,383		7,862
Asset-based loans				—		—		—		—		—		—		—		—		—
Commercial real estate:
Commercial real estate		2,068		—		—		99		2,167		834		1		—		4,415		5,250
Commercial construction		—		—		—		—		—		—		—		—		—		—
Residential development		—		—		—		—		—		—		—		—		719		719
Equipment Financing		142		—		—		—		142		—		—		—		—		—
TOTAL TDRs	$	3,821	$	723	$	1,513	$	8,236	$	14,293	$	10,224	$	119	$	7,080	$	7,838	$	25,261

(a) Other includes covenant modifications, forbearance and/or other concessions.

	Six months ended June 30,
	2012										2011
(In thousands)	Extended Maturity		Adjusted Interest Rates		Combination of Rate and Maturity		Other (a)		Total		Extended Maturity		Adjusted Interest Rates		Combination of Rate and Maturity		Other (a)		Total
Residential:
1-4 family	$	1,030	$	1,006	$	3,564	$	3,228	$	8,828	$	5,926	$	2,706	$	10,629	$	1,503	$	20,764
Permanent-NCLC		—		—		—		—		—		—		—		1,158		—		1,158
Construction		—		—		104		—		104		—		—		—		—		—
Consumer:
Home equity loans		955		107		887		323		2,272		3,736		—		3,043		347		7,126
Liquidating portfolio-home equity loans		35		—		—		—		35		517		—		672		—		1,189
Commercial:
Commercial non-mortgage		314		—		286		16,386		16,986		5,607		3,217		205		8,397		17,426
Asset-based loans		—		—		—		—		—		—		—		2,563		—		2,563
Commercial real estate:
Commercial real estate		2,068		—		245		99		2,412		17,029		5,997		309		17,830		41,165
Commercial construction		—		—		—		—		—		—		—		—		—		—
Residential development		—		—		—		—		—		—		—		—		719		719
Equipment Financing		142		—		40		160		342		—		—		—		—		—
TOTAL TDRs	$	4,544	$	1,113	$	5,126	$	20,196	$	30,979	$	32,815	$	11,920	$	18,579	$	28,796	$	92,110

(a) Other includes covenant modifications, forbearance and/or other concessions.

The Company’s loan and lease portfolio at June 30, 2012 included ten loans with an A Note/B Note structure, with a recorded investment of $35.9 million. The loans were restructured into A Note/B Note structures as a result of evaluating the cash flow of the borrowers to support repayment. Webster immediately charged off the balance of B Notes totaling $14.0 million. TDR classification was removed from two A Notes totaling $14.0 million, as the borrowers have passed the minimum compliance with the modified terms requirements and the restructuring agreement specifies an interest rate equal to that which would be provided to a borrower with similar credit at the time of restructuring. The A Notes are paying under the terms of the modified loan agreements. Seven of the ten A Notes are on accrual status, as the borrowers are paying under the terms of the loan agreements prior to and subsequent to the modification. The remaining A Notes are on non-accrual status due to the continuing financial difficulties of the borrower.

22

The following table provides information on loans and leases modified as a TDR within the previous 12 months and for which there was a payment default during the three and six months ended June 30, 2012 and 2011:

	Three months ended June 30,
	2012				2011
(Dollars in thousands)	Number of Loans and Leases		Recorded Investment		Number of Loans and Leases		Recorded Investment
Residential:
1-4 family		2	$	441		3	$	1,172
Permanent-NCLC		—		—		1		166
Construction		—		—		—		—
Consumer:
Home equity loans		2		535		7		314
Liquidating portfolio-home equity loans		—		—		2		111
Other consumer		—		—		—		—
Commercial:
Commercial non-mortgage		—		—		3		849
Asset-based loans		—		—		—		—
Commercial real estate:
Commercial real estate		—		—		—		—
Commercial construction		—		—		—		—
Residential development		—		—		—		—
Equipment Financing		—		—		—		—
TOTAL		4	$	976		16	$	2,612

	Six months ended June 30,
	2012				2011
(Dollars in thousands)	Number of Loans and Leases		Recorded Investment		Number of Loans and Leases		Recorded Investment
Residential:
1-4 family		2	$	441		10	$	2,556
Permanent-NCLC		—		—		1		166
Construction		—		—		—		—
Consumer:
Home equity loans		2		535		13		713
Liquidating portfolio-home equity loans		—		—		3		170
Other consumer		—		—		—		—
Commercial:
Commercial non-mortgage		—		—		5		1,265
Asset-based loans		—		—		—		—
Commercial real estate:
Commercial real estate		—		—		1		269
Commercial construction		—		—		—		—
Residential development		—		—		—		—
Equipment Financing		—		—		—		—
TOTAL		4	$	976		33	$	5,139

The recorded investment in Commercial, Commercial Real Estate and Equipment Financing TDRs segregated by risk rating exposure at June 30, 2012 and December 31, 2011, are as follows:

(In thousands)	At June 30, 2012		At December 31, 2011
(1) - (6) Pass	$	44,106	$	46,524
(7) Special Mention		12,674		4,622
(8) Substandard		174,624		220,899
(9) Doubtful		278		327
(10) Loss		—		—
Total	$	231,682	$	272,372

23

Credit Risk Management. The Company has certain credit policies and procedures in place that are designed to maximize loan income within an acceptable level of risk. Management reviews and approves these policies and procedures on a regular basis and frequently reviews reports related to loan production, loan quality, concentration of credit, loan delinquencies and non-performing and potential problem loans.

Commercial and industrial loans are underwritten after evaluating and understanding the borrower’s ability to operate profitably and prudently expand its business. Underwriting standards are designed to promote relationships rather than transactional banking. Once it is determined that the borrower’s management possesses sound ethics and solid business acumen, the Company’s management examines current and projected cash flows to determine the ability of the borrower to repay obligations as agreed. Commercial and industrial loans are primarily made based on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. The cash flows of borrowers, however, may not be as expected and the collateral securing these loans may fluctuate in value. Most commercial and industrial loans are secured by the assets being financed and may incorporate a personal guarantee. However, some loans may be made on an unsecured basis.

Commercial real estate loans are subject to underwriting standards and processes similar to commercial and industrial loans, in addition to those specific to real estate loans. These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate. Commercial real estate lending typically involves higher loan principal amounts and the repayment of these loans is largely dependent on the successful operation of the property securing the loan, the market in which the property is located and the tenants that conduct business at the property securing the loan. Commercial real estate loans may be adversely affected by conditions in the real estate markets or in the general economy. The properties securing the Company’s commercial real estate portfolio are diverse in terms of type and geographic location, which helps reduce its exposure to adverse economic events that may affect any single market or industry. Management monitors and evaluates commercial real estate loans based on collateral, geography and risk grade criteria. The Company also utilizes third-party experts to provide insight and guidance about economic conditions and trends affecting its loan portfolio.

Construction loans on commercial properties have unique risk characteristics and are provided to experienced developers/sponsors with strong track records of successful completion and sound financial condition and are underwritten utilizing feasibility studies, independent appraisal reviews, sensitivity analysis of absorption and lease rates and financial analysis of the developers and property owners. Construction loans are generally based upon estimates of costs and value associated with the complete project. These estimates may be subject to change as the construction project proceeds. Sources of repayment for these types of loans may be pre-committed permanent loans from approved long-term lenders, sales of developed property or an interim loan commitment from the Company until permanent financing is obtained. These loans are closely monitored by on-site inspections by third party professionals and the internal staff.

To monitor and manage consumer loan risk, policies and procedures are developed and modified, as needed, jointly by line and Risk Management personnel. Policies and procedures, coupled with relatively small loan amounts, and predominately collateralized structures spread across many individual borrowers, minimize risk. Trend and outlook reports are reviewed by management on a regular basis. Underwriting factors for mortgage and home equity loans include the borrower’s FICO score, the loan amount relative to property value and the borrower’s debt to income level and are also influenced by statutory requirements.

Credit Quality Indicators. To measure credit risk for the Commercial, Commercial Real Estate and Equipment Financing portfolios, the Company employs a dual grade credit risk grading system for estimating the probability of borrower default and the loss given default. The credit risk grade system assigns a rating to each borrower and to the facility, which together form a Composite Credit Risk Profile (“CCRP”). The credit risk grade system categorizes borrowers by common financial characteristics that measure the credit strength of borrowers and facilities by common structural characteristics. The CCRP has ten grades, with each grade corresponding to a progressively greater risk of default. Grades 1 through 6 are considered pass ratings and 7 through 10 are criticized as defined by the regulatory agencies. The rating model assumptions are actively reviewed and tested against industry data and actual experience. Risk ratings are assigned to differentiate risk within the portfolio and are reviewed on an ongoing basis and revised, if needed, to reflect changes in the borrowers’ current financial position and outlook, risk profiles and the related collateral and structural positions.

24

A “Special Mention” (7) credit has the potential weakness that if left uncorrected may result in deterioration of the repayment prospects for the asset. “Substandard” (8) assets have a well defined weakness that jeopardizes the full repayment of the debt. An asset rated “Doubtful” (9) has all the same weaknesses as substandard credit with the added characteristic that the weakness makes collection or liquidation in full, given current facts, conditions, and values, improbable. Assets classified as “Loss” (10) in accordance with regulatory guidelines are considered uncollectible and charged off.

At June 30, 2012 and December 31, 2011, the recorded investment of Commercial and Commercial Real Estate loans and Equipment Financing leases segregated by risk rating exposure are as follows:

(In thousands)	Commercial				Commercial Real Estate				Equipment Financing
	At June 30, 2012		At December 31, 2011		At June 30, 2012		At December 31, 2011		At June 30, 2012		At December 31, 2011
(1) - (6) Pass	$	2,361,073	$	2,148,970	$	2,256,750	$	2,036,738	$	369,027	$	407,943
(7) Special Mention		47,671		32,578		78,166		58,238		11,259		15,416
(8) Substandard		167,109		208,555		223,368		296,478		37,369		51,445
(9) Doubtful		799		2,273		683		621		—		—
(10) Loss		—		—		—		—		—		—
Total	$	2,576,652	$	2,392,376	$	2,558,967	$	2,392,075	$	417,655	$	474,804

The Company utilizes the loan portfolio aging migration analysis to estimate reserves for the Consumer and Residential portfolios. Refer to the loan portfolio aging analysis table included in this footnote.

For Consumer and Residential loans, the Company considers factors such as updated FICO scores, unemployment, home prices, loan to value, geography and the status of first lien position loans on second lien position loans, as credit quality indicators. On an ongoing basis, the Company calculates an estimate of the current value of property secured as collateral for both home equity and residential first mortgage lending products (“current LTV”). The estimate is based on home price indices compiled by the S&P/Case-Shiller Home Price Indices. The Case-Shiller data indicates trends for 20 Metropolitan Statistical Areas (“MSA”). The trend data is applied to the loan portfolios taking into account the age of the most recent valuation and geographic area. The Case-Shiller data estimates, using broad MSAs that are informative for regional analysis but are not actionable on an individual loan basis, the amount of loans that may have balances in excess of the underlying collateral.

NOTE 4: Transfers of Financial Assets and Mortgage Servicing Rights

Transfers of Financial Assets

The Company sells financial assets in the normal course of business. The majority of the Company’s financial asset sales are residential mortgage loan sales primarily to government-sponsored enterprises through established programs, commercial loan sales through participation agreements, and other individual or portfolio loan and securities sales. In accordance with the accounting guidance for asset transfers, the Company considers any ongoing involvement with transferred assets in determining whether the assets can be derecognized from the balance sheet. For loans sold under participation agreements, the Company also considers the terms of the loan participation agreement and whether they meet the definition of a participation interest and thus qualify for derecognition. With the exception of servicing and certain performance-based guarantees, the Company’s continuing involvement with financial assets sold is minimal and generally limited to market customary representation and warranty clauses. See a further discussion of the representation and warranties in Note 18 – Commitments and Contingencies.

The net gain on the sale of loans of $3.6 million and $8.0 million for the three and six months ended June 30, 2012, respectively, and $1.2 million and $2.5 million for the three and six months ended June 30, 2011, respectively, is included as mortgage banking revenues in the Condensed Consolidated Statements of Operations. Included in the three and six months ended June 30, 2011 is a $0.8 million gain on a commercial loan sale.

Mortgage Servicing Rights

When the Company sells financial assets, it may retain servicing rights and/or other interests in the financial assets. The gain or loss on sale depends on the previous carrying amount of the transferred financial assets and the consideration received and any liabilities incurred in exchange for the transferred assets. Upon transfer, any servicing assets and other interests held by the Company are initially recognized at fair value. See a further discussion of fair value in Note 14 – Fair Value Measurements.

The Company serviced $1.9 billion of residential mortgage loans for others at June 30, 2012 and December 31, 2011. Loan servicing fees for others, net of mortgage servicing right amortization, was $0.5 million and $1.2 million for the three and six months ended June 30, 2012 as compared to $1.2 million and $2.3 million for the three and six months ended June 30, 2011 and is included as a component of loan related fees in the Condensed Consolidated Statements of Operations.

25

NOTE 5: Goodwill and Other Intangible Assets

The following tables set forth the carrying values of goodwill and other intangible assets, net of accumulated amortization, at:

(In thousands)	At June 30, 2012		At December 31, 2011
Balances not subject to amortization:
Goodwill allocated to business segments:
Retail Banking	$	516,560	$	516,560
Other (HSA Bank)		13,327		13,327
Goodwill		529,887		529,887
Balances subject to amortization:
Core deposits allocated to business segments:
Retail Banking		12,754		15,238
Other (HSA Bank)		142		452
Other intangible assets		12,896		15,690
Total goodwill and other intangible assets	$	542,783	$	545,577

The gross carrying value and accumulated amortization of other intangible assets and the reporting unit to which it relates are as follows:

	At June 30, 2012							At December 31, 2011
(In thousands)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Core deposits
Retail	$	49,420	$	(36,666	)	$	12,754	$	49,420	$	(34,182	)	$	15,238
Other (HSA Bank)		4,699		(4,557	)		142		4,699		(4,247	)		452
Total	$	54,119	$	(41,223	)	$	12,896	$	54,119	$	(38,429	)	$	15,690

Amortization of intangible assets for the three and six months ended June 30, 2012 and 2011, totaled $1.4 million and $2.8 million, respectively. Estimated annual amortization expense of current intangible assets with finite useful lives, absent any future impairment or change in estimated useful lives, is summarized below for the current full year and for each of the next four years:

(In thousands)
Years ending December 31,
2012	$	5,420
2013		4,919
2014		2,685
2015		1,523
2016		1,143

Webster tests its goodwill for impairment, at least, annually as of August 31^st. There was no impairment indicated as a result of the Step 1 test performed at August 31, 2011, as the estimated fair value for the reporting units that carry goodwill exceeded their corresponding carrying values.

NOTE 6: Income Taxes

Unrecognized Tax Benefits

At June 30, 2012, Webster’s total amount of unrecognized tax benefits (“UTBs”) for uncertain tax positions, determined under the provisions of ASC Topic 740, “Income Taxes,” was $2.9 million. If recognized, $1.9 million of that amount would impact the effective tax rate. During the six months ended June 30, 2012, Webster’s UTBs decreased by $1.5 million, from $4.4 million at December 31, 2011, to $2.9 million at June 30, 2012. The $1.5 million net decrease is comprised of (i) $0.4 million of additions as a result of tax positions taken during the current year, (ii) $0.6 million of reductions as a result of tax positions taken during prior years, and (iii) $1.3 million of reductions relating to settlements with taxing authorities.

Additionally, Webster had accrued interest related to UTBs of $1.2 million at June 30, 2012, compared to $1.4 million at December 31, 2011. The Company has determined it is reasonably possible that its UTBs could decrease within the next 12 months by an amount in a range of $0.5 million to $1.3 million as a result of settlements with state taxing authorities and/or lapses in statute-of-limitation periods.

For more information on Webster’s income taxes, see Note 7 of the Notes to Consolidated Financial Statements for the year ended December 31, 2011, included in the Company’s 2011 Form 10-K.

26

NOTE 7: Deposits

A summary of deposits by type follows:

(In thousands)	At June 30, 2012		At December 31, 2011
Non-interest-bearing:
Demand	$	2,611,297	$	2,473,693
Interest-bearing:
Checking		1,659,240		1,551,105
Health savings accounts		1,203,836		1,027,415
Money market		1,934,137		2,021,056
Savings		3,850,549		3,748,121
Time deposits		2,714,868		2,834,635
Total interest bearing		11,362,630		11,182,332
Total deposits	$	13,973,927	$	13,656,025
Demand deposit overdrafts reclassified as loan balances	$	1,643	$	1,517

At June 30, 2012, the scheduled maturities of time deposits (certificates of deposit and brokered deposits) were as follows:

(In thousands)
Years ending December 31:
2012	$	892,752
2013		1,078,173
2014		236,094
2015		318,017
2016		169,059
Thereafter		20,773
Total time deposits	$	2,714,868

The following table presents additional information about the Company’s brokered deposits:

(In thousands)	At June 30, 2012		At December 31, 2011
Interest-bearing checking obtained through brokers	$	41,168	$	33,632
Time deposits obtained through brokers		119,052		119,052
Total brokered deposits	$	160,220	$	152,684

NOTE 8: Securities Sold Under Agreements to Repurchase and Other Short-term Borrowings

The following table summarizes securities sold under agreements to repurchase and other short-term borrowings:

(In thousands)	At June 30, 2012		At December 31, 2011
Securities sold under agreements to repurchase:
Original maturity of one year or less	$	321,378	$	290,856
Callable at the option of the counterparty		300,000		400,000
Non-callable		450,000		250,850
		1,071,378		941,706
Other short-term borrowings:
Federal funds purchased		132,000		223,000
Total	$	1,203,378	$	1,164,706

At June 30, 2012 and December 31, 2011, repurchase agreements were used as a primary source of borrowed funds in addition to FHLB advances. Repurchase agreements are primarily collateralized by U.S. Government agency mortgage-backed securities. The collateral for these repurchase agreements is delivered to broker/dealers. Repurchase agreements with broker/dealers are limited to primary dealers in government securities or commercial and municipal customers through Webster’s Treasury Sales desk. Repurchase agreements with dealer counterparties have the right to pledge, transfer or hypothecate purchased securities during the term of the transaction.

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NOTE 9: Federal Home Loan Bank Advances

Advances payable to the Federal Home Loan Bank are summarized as follows:

	At June 30, 2012					At December 31, 2011
(In thousands)	Total Outstanding		Weighted Average Rate			Total Outstanding		Weighted Average Rate
Stated Maturity:
2012	$	1,076,400		0.42	%	$	751,400		0.43	%
2013		150,000		1.00			199,000		2.07
2016		145,934		1.80			145,934		1.80
2017-2032		156,671		1.47			155,470		1.58
		1,529,005		0.72	%		1,251,804		0.99	%
Unamortized premiums		97					805
Total advances	$	1,529,102				$	1,252,609

At June 30, 2012, Webster Bank had pledged loans with an aggregate carrying value of $4.0 billion as collateral for borrowings and had additional borrowing capacity from the FHLB of approximately $0.9 billion. At December 31, 2011, Webster Bank had pledged loans with an aggregate carrying value of $3.9 billion as collateral for borrowings and had additional borrowing capacity from the FHLB of approximately $1.0 billion. At June 30, 2012 and December 31, 2011, Webster Bank was in compliance with FHLB collateral requirements.

NOTE 10: Long-Term Debt

Long-term debt consists of the following:

(In thousands)	Maturity date		Stated interest rate			At June 30, 2012			At December 31, 2011
Senior fixed-rate notes		2014		5.125	%	$	150,000		$	150,000
Subordinated fixed-rate notes (a)		2013		5.875	%		102,579			177,480
Junior subordinated debt related to capital trusts:
Webster Capital Trust IV, fixed to floating-rate trust preferred securities (b)		2037		7.650	%		136,070			136,070
Webster Statutory Trust I, floating-rate notes (c)		2033		3.418	%		77,320			77,320
Total junior subordinated debt							213,390			213,390
Total notes and subordinated debt							465,969			540,870
Unamortized discount, net							(206	)		(192	)
Hedge accounting adjustments							7,165			11,911
Total long-term debt						$	472,928		$	552,589

(a) The Bank completed the purchase of $74.9 million principal amount of subordinated fixed-rate notes on February 8, 2012 pursuant to a tender offer. The aggregate consideration for the notes accepted under the tender offer, including accrued and unpaid interest, of $77.8 million was paid from cash on hand.

(b) Webster Financial Corporation completed the redemption at par of all the $136.1 million outstanding principal amount of Webster Capital Trust IV 7.65% fixed to floating-rate trust preferred securities on July 18, 2012. The aggregate consideration for the securities, including accrued and unpaid interest, of $137.0 million was paid from cash on hand.

(c) The interest rate on Webster Statutory Trust I floating-rate notes, which varies quarterly based on 3-month LIBOR plus 2.95%, was 3.418% at June 30, 2012 and 3.502% at December 31, 2011.

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NOTE 11: Regulatory Matters

Regulatory Capital Requirements. Banks and bank holding companies are subject to various regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weighting and other factors.

Quantitative measures established by regulations to ensure capital adequacy require the maintenance of minimum amounts and ratios (set forth in the following table) of Total and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier 1 capital to adjusted quarterly average assets (as defined).

The Tier 1 and total capital ratios are calculated by dividing the respective capital amounts by risk-weighted assets. Risk-weighted assets are calculated based on regulatory requirements and include total assets, excluding goodwill and other intangible assets, allocated by risk weight category, and certain off-balance-sheet items (primarily loan commitments). The leverage ratio is calculated by dividing Tier 1 capital by adjusted quarterly average total assets, which exclude goodwill and other intangible assets.

The following table provides information on the capital ratios for Webster and Webster Bank:

	Actual					Capital Requirements					Well Capitalized
(Dollars in thousands)	Amount		Ratio			Amount		Ratio			Amount		Ratio
At June 30, 2012
Webster Financial Corporation
Total risk-based capital	$	1,817,080		14.1	%	$	1,032,210		8.0	%	$	1,290,262		10.0	%
Tier 1 capital		1,654,441		12.8			516,105		4.0			774,157		6.0
Tier 1 leverage capital ratio		1,654,441		8.9			745,151		4.0			931,439		5.0
Webster Bank, N.A.
Total risk-based capital	$	1,659,409		12.9	%	$	1,029,655		8.0	%	$	1,287,069		10.0	%
Tier 1 capital		1,497,991		11.6			514,827		4.0			772,241		6.0
Tier 1 leverage capital ratio		1,497,991		8.1			743,916		4.0			929,895		5.0
At December 31, 2011
Webster Financial Corporation
Total risk-based capital	$	1,766,468		14.6	%	$	967,017		8.0	%	$	1,208,772		10.0	%
Tier 1 capital		1,577,991		13.1			483,509		4.0			725,263		6.0
Tier 1 leverage capital ratio		1,577,991		8.9			713,319		4.0			891,648		5.0
Webster Bank, N.A.
Total risk-based capital	$	1,681,769		14.0	%	$	964,184		8.0	%	$	1,205,230		10.0	%
Tier 1 capital		1,494,529		12.4			482,092		4.0			723,138		6.0
Tier 1 leverage capital ratio		1,494,529		8.4			711,572		4.0			889,466		5.0

Webster is subject to the regulatory capital requirements administered by the Federal Reserve, while Webster Bank is subject to the regulatory capital requirements administered by the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation. Regulatory authorities can initiate certain mandatory actions if Webster or Webster Bank fails to meet minimum capital requirements, which could have a direct material effect on the Company’s financial statements. At December 31, 2011 Webster Bank was required to maintain a Tier 1 leverage ratio of at least 7.5% of adjusted total assets and a total risk-based capital ratio of at least 12% of risk-weighted assets. On May 8, 2012, Webster Bank, N.A. was notified by the Office of the Comptroller of the Currency that the previously disclosed individual minimum capital ratios applicable to the Bank were terminated effective May 3, 2012.

Dividend Restrictions. In the ordinary course of business, Webster is dependent upon dividends from Webster Bank to provide funds for the payment of dividends to shareholders and to provide for other cash requirements. Banking regulations may limit the amount of dividends that may be paid. Approval by regulatory authorities is required if the effect of dividends declared would cause the regulatory capital of Webster Bank to fall below specified minimum levels. Approval is also required if dividends declared exceed the net profits for that year combined with the retained net profits for the preceding two years. In addition, the OCC has the discretion to prohibit any otherwise permitted capital distribution on general safety and soundness grounds. Dividends paid by Webster Bank to Webster Financial Corporation during the six months ended June 30, 2012 and 2011 totaled $90.0 million and $50.0 million, respectively.

Trust Preferred Securities. In accordance with the applicable accounting standard related to variable interest entities, the common stock of trusts which have issued trust preferred securities have not been included in the consolidated financial statements. However, $210.0 million in trust preferred securities issued by Webster Capital Trust IV have been included in the Tier 1 capital of Webster for regulatory capital purposes pursuant to guidance from the Federal Reserve Board. On July 21, 2010, sweeping financial regulatory reform legislation entitled the “Dodd-Frank Wall Street Reform and Consumer Protection Act” (the “Dodd-

29

Frank Act”) was signed into law. Certain provisions of the Dodd-Frank Act will require Webster to deduct, over a three year period beginning on January 1, 2013, all trust preferred securities from Webster’s Tier 1 capital. Nonetheless, excluding trust preferred securities from Tier 1 capital at June 30, 2012 would not affect Webster’s ability to meet all capital adequacy requirements to which it is subject. Trust preferred securities will continue to be entitled to be treated as Tier 2 capital after they are phased out of Tier 1 capital. Webster Financial Corporation completed the redemption at par of all the $136.1 million outstanding principal amount of Webster Capital Trust IV 7.65% fixed to floating-rate trust preferred securities on July 18, 2012.

NOTE 12: Earnings Per Common Share

The following table provides the calculation of basic and diluted earnings per common share from continuing and discontinued operations:

	Three months ended June 30,						Six months ended June 30,
(In thousands, except per share data)	2012			2011			2012			2011
Earnings from continuing operations for basic and diluted earnings per common share:
Net income from continuing operations available to common shareholders	$	40,625		$	33,353		$	78,948		$	65,108
Less dividends declared or accrued:
Common shareholders		(8,742	)		(4,351	)		(13,099	)		(5,222	)
Participating shares		(44	)		(26	)		(64	)		(27	)
Total undistributed income available to common shareholders		31,839			28,976			65,785			59,859
Add dividends paid to common shareholders		8,742			4,351			13,099			5,222
Less income allocated to participating securities		(160	)		(172	)		(320	)		(304	)
Net income allocated to common shareholders	$	40,421		$	33,155		$	78,564		$	64,777
Earnings from discontinued operations for basic and diluted earnings per common share:
Net income from discontinued operations available to common shareholders	$	—		$	—		$	—		$	1,995
Shares:
Weighted average common shares outstanding - basic		87,291			86,986			87,254			86,940
Effect of dilutive securities:
Stock options and restricted stock		252			385			274			390
Warrants - Series A1 and A2		3,908			4,471			4,031			4,592
Warrants - other		92			342			110			446
Weighted average common shares outstanding - diluted		91,543			92,184			91,669			92,368
Earnings from continuing operations per common share:
Basic	$	0.46		$	0.38		$	0.90		$	0.75
Diluted	$	0.44		$	0.36		$	0.86		$	0.70
Earnings from discontinued operations per common share:
Basic	$	—		$	—		$	—		$	0.02
Diluted	$	—		$	—		$	—		$	0.02
Earnings per common share:
Basic	$	0.46		$	0.38		$	0.90		$	0.77
Diluted	$	0.44		$	0.36		$	0.86		$	0.72

Stock Options

Options to purchase 2.0 million shares for the three and six months ended June 30, 2012 and 1.9 million shares for the three and six months ended June 30, 2011, respectively, were excluded from the calculation of diluted earnings per share because the options’ exercise price was greater than the average market price of the shares for the respective periods.

Restricted Stock

Non-participating restricted stock awards of 149 thousand and 154 thousand shares for the three and six months ended June 30, 2012, respectively, and 11,730 and 15,585 for the three and six months ended June 30, 2011, respectively, whose issuance is contingent upon the satisfaction of certain performance conditions, were deemed to be anti-dilutive and therefore were excluded from the calculation of diluted earnings per share for the respective periods.

Series A Preferred Stock

Series A Preferred Stock represents potential issuable common stock of 1.1 million shares at June 30, 2012 and 2011. The weighted average effect of the potential issuable common stock associated with the Series A Preferred Stock was deemed to be anti-dilutive and therefore was excluded from the calculation of diluted earnings per share for the three and six months ended June 30, 2012 and 2011.

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Warrants

Series A1 and A2: The Series A1 and A2 warrants issued in connection with the Warburg investment represent an aggregate 8.6 million potential issuable shares of common stock at June 30, 2012 and 2011. The weighted average dilutive effect of these warrants was included in the calculation of diluted earnings per share because the exercise price of the warrants was less than the average market price of Webster’s common stock for the three and six months ended June 30, 2012 and 2011. The initial exercise price of $10.00 increased to $11.50 for the A1 warrants on July 28, 2011 and for the A2 warrants on October 15, 2011. The exercise price will similarly increase to $13.00 for the A1 warrants on July 28, 2013 and for the A2 warrants on October 15, 2013, unless otherwise exercised on or before the respective dates. As of June 30, 2012, none of the A1 or A2 warrants have been exercised.

Other Warrants: Warrants originally issued to the U.S. Treasury and sold in a secondary public offering on June 8, 2011 represents 0.7 million and 1.0 million potential issuable shares of common stock at June 30, 2012 and 2011, respectively. The weighted average dilutive effect of these warrants was included in the calculation of diluted earnings per share because the exercise price of the warrants was less than the average market price of Webster’s common stock for the three and six months ended June 30, 2012 and 2011.

NOTE 13: Derivative Financial Instruments

Risk Management Objective of Using Derivatives

Webster is exposed to certain risks arising from both its business operations and economic conditions. Webster principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. Webster manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its debt funding and the use of derivative financial instruments. Specifically, Webster enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. Webster’s derivative financial instruments are used to manage differences in the amount, timing, and duration of Webster’s known or expected cash receipts and its known or expected cash payments principally related to its investments and borrowings.

Cash Flow Hedges of Interest Rate Risk

Webster’s primary objective in using interest rate derivatives is to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, Webster uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges are designed to manage the risk associated with a forecasted event or an uncertain variable rate cash flow.

Webster uses forward-starting interest rate swaps to protect the Company against adverse fluctuations in interest rates by reducing its exposure to variability in cash flows relating to interest payments on forecasted debt issuances. All forward settle swaps are expected to be cash settled at debt issuance. The change in fair value of the forward settle swaps is marked through OCI and the OCI gain or loss at the time of debt issuance will be amortized into interest expense over the life of the debt. The valuation balance recorded in OCI related to future settle cash flow swaps was a net $12.3 million loss as of June 30, 2012.

Webster has two $25 million forward settle interest rate swap hedges outstanding as of June 30, 2012, which qualify for cash flow hedge accounting. The swaps, entered into in May and June 2012, protect the Company against adverse fluctuations in interest rates by reducing exposure to variability in cash flows related to interest payments on forecasted issuance of five-year debt. Each $25 million swap will pay a fixed rate and receive 1-month LIBOR indexed floating rate, effective on March 28, 2013, and maturing on March 28, 2018. Cash settlement is expected to occur on the effective date and the forecasted five-year debt issuances are anticipated to occur between December 28, 2012 and September 30, 2013.

Webster also has two $50 million forward settle interest rate swap hedges outstanding as of June 30, 2012, which were entered into in May 2011 to protect the Company against adverse fluctuations in interest rates by reducing exposure to variability in cash flows related to interest payments on forecasted issuance of six-year debt. Each $50 million swap will pay a fixed rate and receive 1-month LIBOR indexed floating rate, effective on September 5, 2012 and September 11, 2012, and maturing on June 5, 2018 and June 11, 2018, respectively. Cash settlement is expected to occur on the effective date and the forecasted six-year debt issuances are anticipated to occur between June 11, 2012 and December 11, 2012.

The Company terminated two $50 million forward settle interest rate swap hedge transactions during March 2012, which qualified for cash flow hedge accounting. The swap terminations were cash settled upon entering into two four-year repurchase agreements effective March 21, 2012 and March 26, 2012. The termination loss of $5.8 million is recorded in OCI and will be amortized into interest expense over the term of the repurchase agreements maturing on March 21, 2016 and March 28, 2016.

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Previously terminated forward settle swap losses are recorded in OCI and are amortized into earnings over the respective term of the associated issued debt instrument. At June 30, 2012, the remaining unamortized loss on the termination of cash flow hedges was $30.8 million. Over the next twelve months the Company will reclassify $7.5 million from OCI as an increase to interest expense. There was no hedge ineffectiveness for the three and six months ended June 30, 2012 and 2011.

In addition, the Company has an interest accruing $100 million swap which became effective April 2010 and is designated as a cash flow hedge transaction against the risk of changes in cash flows related to the Company’s $100 million 3-month LIBOR indexed floating rate FHLB advance maturing April 29, 2013. The swap’s change in fair value is marked through OCI and a component of OCI is reclassified to interest expense on a quarterly basis. The balance in OCI related to this cash flow hedge is a $1.1 million loss as of June 30, 2012.

Amounts reported in OCI related to current cash flow derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. During the next twelve months the Company estimates that $3.5 million will be reclassified as an increase to interest expense.

The table below presents the fair value of Webster’s derivative financial instruments designated as cash flow hedges as well as their classification on the Condensed Consolidated Balance Sheets as of June 30, 2012 and December 31, 2011:

			At June 30, 2012						At December 31, 2011
(Dollars in thousands)	Balance Sheet Classification		# of Instruments	Notional Amount		Estimated Fair Value			# of Instruments	Notional Amount		Estimated Fair Value
Interest rate derivatives designated as hedges of cash flow:
Interest rate swap on FHLB advances		Other liabilities	1	$	100,000	$	(1,111	)	1	$	100,000	$	(1,521	)
Forward settle interest rate swap on anticipated debt		Other liabilities	4		150,000		(12,309	)	4		200,000		(15,050	)

The net impact on interest expense related to cash flow hedges for the three and six months ended June 30, 2012 and 2011 is presented below:

	Three months ended June 30,
	2012								2011
(In thousands)	Interest Expense		Realized Deferred Loss (Gain)			Net Impact			Interest Expense		Realized Deferred Loss (Gain)			Net Impact
Impact reported as an increase or (reduction) in interest expense on borrowings
Interest rate swaps on FHLB advances	$	336	$	1,139		$	1,475		$	388	$	369		$	757
Interest rate swaps on subordinated debt		—		(22	)		(22	)		—		(38	)		(38	)
Interest rate swaps repurchase agreement		—		830			830			—		156			156
Interest rate swaps on Trust Preferred Securities		—		(44	)		(44	)		—		(45	)		(45	)
Net impact on interest expense on borrowings	$	336	$	1,903		$	2,239		$	388	$	442		$	830

	Six months ended June 30,
	2012								2011
(In thousands)	Interest Expense		Realized Deferred Loss (Gain)			Net Impact			Interest Expense		Realized Deferred Loss (Gain)			Net Impact
Impact reported as an increase or (reduction) in interest expense on borrowings
Interest rate swaps on FHLB advances	$	667	$	2,278		$	2,945		$	770	$	738		$	1,508
Interest rate swaps on subordinated debt		—		(49	)		(49	)		—		(75	)		(75	)
Interest rate swaps repurchase agreement		—		1,299			1,299			—		156			156
Interest rate swaps on Trust Preferred Securities		—		(89	)		(89	)		—		(90	)		(90	)
Net impact on interest expense on borrowings	$	667	$	3,439		$	4,106		$	770	$	729		$	1,499

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Fair Value Hedges of Interest Rate Risk

Webster is exposed to changes in the fair value of certain of its fixed rate obligations due to changes in benchmark interest rates. Webster uses interest rate swaps to manage its exposure to changes in fair value on these instruments attributable to changes in the benchmark interest rate. Interest rate swaps designated as fair value hedges involve the receipt of fixed-rate amounts from a counterparty in exchange for Webster making variable-rate payments over the life of the agreements without the exchange of the underlying notional amount. Webster did not have any derivative financial instruments designated as fair value hedges as of June 30, 2012 and December 31, 2011.

For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk is recognized in interest expense. Webster includes the gain or loss from the period end mark to market (“MTM”) adjustments on the hedged items in the same line item as the offsetting loss or gain on the related derivatives. The impact of derivative net settlements, hedge ineffectiveness, basis amortization adjustments and amortization of deferred hedge terminations are also recognized in interest expense. At June 30, 2012, the remaining unamortized gain on the termination of fair value hedges was $7.3 million.

The net impact on interest expense related to fair value hedges for the three and six months ended June 30, 2012 and 2011 is presented in the table below:

	Three months ended June 30,
	2012										2011
(In thousands)	Interest Income		MTM Gain		Realized Deferred (Gain) Loss			Net Impact			Interest Income		MTM Gain		Realized Deferred (Gain) Loss			Net Impact
Impact reported as a (reduction) or increase in interest expense on borrowings
Interest rate swaps on senior notes	$	—	$	—	$	(800	)	$	(800	)	$	—	$	—	$	(800	)	$	(800	)
Interest rate swaps on subordinated debt		—		—		(621	)		(621	)		—		—		(1,119	)		(1,119	)
Interest rate swaps on FHLB advances		—		—		—			—			—		—		(25	)		(25	)
Net impact on interest expense on borrowings	$	—	$	—	$	(1,421	)	$	(1,421	)	$	—	$	—	$	(1,944	)	$	(1,944	)

	Six months ended June 30,
	2012										2011
(In thousands)	Interest Income		MTM Gain		Realized Deferred (Gain) Loss			Net Impact			Interest Income			MTM Gain			Realized Deferred (Gain) Loss			Net Impact
Impact reported as a (reduction) or increase in interest expense on borrowings
Interest rate swaps on senior notes	$	—	$	—	$	(1,599	)	$	(1,599	)	$	—		$	—		$	(1,599	)	$	(1,599	)
Interest rate swaps on subordinated debt		—		—		(3,220	)		(3,220	)		—			—			(2,239	)		(2,239	)
Interest rate swaps on FHLB advances		—		—		—			—			(61	)		(144	)		74			(131	)
Net impact on interest expense on borrowings	$	—	$	—	$	(4,819	)	$	(4,819	)	$	(61	)	$	(144	)	$	(3,764	)	$	(3,969	)

Non-Hedge Accounting Derivatives / Non-designated Hedges

Derivatives not designated as hedges for accounting are not speculative and are used to manage Webster’s exposure to interest rate movements and other identified risks but do not meet the hedge accounting requirements of ASC 815, “Derivatives and Hedging.” Changes in the fair value of these instruments are recorded as a component of non-interest income in the Condensed Consolidated Statements of Operations. As of June 30, 2012 and December 31, 2011, Webster had the following outstanding interest rate swaps and caps that were not designated for hedge accounting:

		At June 30, 2012							At December 31, 2011
(Dollars in thousands)	Balance Sheet Classification	# of Instruments		Notional Amount		Estimated Fair Value			# of Instruments		Notional Amount		Estimated Fair Value
Webster with customer position:
Commercial loan interest rate swaps	Other assets		147	$	741,923	$	51,229			127	$	615,773	$	45,140
Commercial loan interest rate swaps with floors	Other assets		11		23,671		2,102			12		25,217		1,994
Commercial loan interest rate caps	Other liabilities		16		122,928		(98	)		13		119,186		(160	)
Webster with counterparty position:
Commercial loan interest rate swaps	Other liabilities		140		726,470		(44,411	)		119		595,542		(40,269	)
Commercial loan interest rate swaps	Other liabilities		1		15,400		2			4		20,180		13
Commercial loan interest rate swaps with floors	Other liabilities		11		23,671		(1,738	)		12		25,217		(1,597	)
Commercial loan interest rate caps	Other liabilities		16		122,928		98			13		119,186		160

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Webster reported the changes in the fair value of non-hedge accounting derivatives as a component of other non-interest income in the accompanying Condensed Consolidated Statements of Operations as follows for three and six months ended June 30, 2012 and 2011:

	Three months ended June 30,
	2012								2011
(In thousands)	Interest Income		MTM (Loss) Gain			Net Impact			Interest Income		MTM (Loss) Gain			Net Impact
Impact reported in other non-interest income:
Visa Swap	$	—	$	(20	)	$	(20	)	$	—	$	(17	)	$	(17	)
Commercial loan interest rate derivatives, net		362		1,321			1,683			216		105			321
Fed funds futures contracts		—		61			61			—		(718	)		(718	)
Net impact on other non-interest income	$	362	$	1,362		$	1,724		$	216	$	(630	)	$	(414	)

	Six months ended June 30,
	2012								2011
(In thousands)	Interest Income		MTM (Loss) Gain			Net Impact			Interest Income		MTM (Loss) Gain			Net Impact
Impact reported in other non-interest income:
Visa Swap	$	—	$	(472	)	$	(472	)	$	—	$	(117	)	$	(117	)
Commercial loan interest rate derivatives, net		677		2,100			2,777			423		266			689
Fed funds futures contracts		—		217			217			—		(837	)		(837	)
Net impact on other non-interest income	$	677	$	1,845		$	2,522		$	423	$	(688	)	$	(265	)

The weighted average rates paid and received for interest rate swaps outstanding at June 30, 2012 were as follows:

	Weighted-Average
	Interest Paid Coupon			Interest Received Coupon
Interest rate swaps:
Cash flow hedge interest rate swaps		1.85	%		0.50	%
Non-hedging interest rate swaps		1.41	%		1.51	%

The weighted average strike rates for interest rate caps and floors outstanding at June 30, 2012 were as follows:

	Strike Rate
Non-hedging commercial loan interest rate caps		3.03	%
Non-hedging commercial loan interest rate floors (embedded in interest rate swaps)		1.01

Futures Contracts. On March 30, 2010, to hedge against a rise in short term rates over the next twelve months, Webster entered into a $600 million short-selling of a one year strip of Fed funds future contracts with serial maturities between May 2010 and April 2011. Throughout 2010 and into 2012, Webster continued to roll the futures contracts but reduced the notional amount to $400 million beginning with the September 2011 contracts. This transaction is designed to work in conjunction with floating rate assets with interest rate floors which will not be affected if there is an increase in short-term interest rates. The fair value of the contracts is $0.5 million and is reflected as other liabilities on the Condensed Consolidated Balance Sheets and the related income impact as non-interest income on the Condensed Consolidated Statements of Operations. During the three and six months ended June 30, 2012, the Company recognized $61 thousand and $217 thousand, respectively, in mark to market gains. During the three and six months ended June 30, 2011, the Company recognized $718 thousand and $837 thousand, respectively, in mark to market losses.

Mortgage Banking Derivatives. Certain derivative instruments, primarily forward sales of mortgage loans and mortgage-backed securities (“MBS”) are utilized by Webster in its efforts to manage risk of loss associated with its mortgage loan commitments and mortgage loans held for sale. Prior to closing and funding certain single-family residential mortgage loans, an interest rate lock commitment is generally extended to the borrower. During the period from commitment date to closing date, Webster is subject to the risk that market rates of interest may change. If market rates rise, investors generally will pay less to purchase such loans resulting in a reduction in the gain on sale of the loans or, possibly, a loss. In an effort to mitigate such risk, forward delivery sales commitments, under which Webster agrees to deliver whole mortgage loans to various investors or issue MBS, are established. At June 30, 2012, outstanding rate locks totaled approximately $194.9 million and the outstanding commitments to sell residential mortgage loans totaled approximately $225.6 million. Forward sales, which include mandatory forward commitments of approximately $220.0 million at June 30, 2012, establish the price to be received upon the sale of the related mortgage loan,

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thereby mitigating certain interest rate risk. There is, however, still certain execution risk specifically related to Webster’s ability to close and deliver to its investors the mortgage loans it has committed to sell. The interest rate locked loan commitments and forward sales commitments are recorded at fair value, with changes in fair value recorded as non-interest income in the Condensed Consolidated Statements of Operations. As of June 30, 2012 and December 31, 2011, the fair value of interest rate locked loan commitments and forward sales commitments totaled $1.5 million and $0.2 million, respectively, and were recorded as a component of other assets in the accompanying Condensed Consolidated Balance Sheets.

Foreign Currency Derivatives. The Company enters into foreign currency forward contracts that are not designated as hedging instruments primarily to accommodate the business needs of its customers. Upon the origination of a foreign currency forward contract with a customer, the Company simultaneously enters into an offsetting contract with a third party to negate the exposure to fluctuations in foreign currency exchange rates. The notional amounts and fair values of open foreign currency forward contracts were not material at June 30, 2012 and December 31, 2011.

Counterparty Credit Risk. Derivative contracts involve the risk of dealing with both bank customers and institutional derivative counterparties and their ability to meet contractual terms. The Company has Master ISDA agreements with all derivative counterparties. Additionally, the Company has executed a Credit Support Annex (CSA) to the Master Agreement with each of its institutional derivative counterparties. The ISDA Master Agreements provide that on each payment date all amounts otherwise owing the same currency under the same transaction are netted so that only a single amount is owed in that currency. The ISDA Master Agreements also provide, if the parties so elect, for such netting of amounts in the same currency among all transactions identified as being subject to such election that have common payment dates and booking offices. Under the CSA daily net exposure in excess of our negotiated threshold is secured by posted collateral. The Company has adopted a zero threshold with the majority of its approved financial institution counterparties. In accordance with Webster policies, institutional counterparties must be fully underwritten and approved through the Company’s credit approval process. The Company’s credit exposure on interest rate swaps is limited to the net favorable value and interest payments of all swaps by each of the counterparties for the amounts up to the established threshold for collateralization. Credit exposure may be reduced by the amount of collateral pledged by the counterparty. The Company’s credit exposure relating to interest rate swaps with bank customers was approximately $53.3 million at June 30, 2012. This credit exposure is partly mitigated as transactions with customers are secured by the collateral, if any, securing the underlying transaction being hedged. The Company’s credit exposure related to derivatives with approved financial institutions is zero as the positions each have a net unfavorable market value. In accordance with our CSA Agreements, approximately $57.0 million of collateral was pledged to those counterparties at June 30, 2012. Collateral levels for approved financial institution counterparties are monitored on a daily basis and adjusted as necessary. In the event of default, should the collateral not be returned, the exposure would be offset by terminating the transactions.

NOTE 14: Fair Value Measurements

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined using quoted market prices. However, in many instances, quoted market prices are not available. In such instances, fair values are determined using various valuation techniques. Various assumptions and observable inputs must be relied upon in applying these techniques. Accordingly, the fair value estimates may not be realized in an immediate transfer of the respective asset or liability.

Fair Value Hierarchy

The three levels within the fair value hierarchy are as follows:

• Level 1: Valuation is based upon unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

• Level 2: Fair value is calculated using inputs other than quoted market prices that are directly or indirectly observable for the asset or liability. The valuation may rely on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit ratings, etc.) or inputs that are derived principally or corroborated by market data by correlation or other means.

• Level 3: Inputs for determining the fair value of the respective assets or liabilities are not observable. Level 3 valuations are reliant upon pricing models and techniques that require significant management judgment or estimation.

Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

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Assets and Liabilities Measured at Fair Value on a Recurring Basis

Securities

When quoted prices are available in an active market, the Company classifies securities within Level 1 of the valuation hierarchy. Level 1 securities include equity securities in financial institutions and U.S. Treasury bills.

If quoted market prices are not available, the Company employs an independent pricing service who utilizes matrix pricing to calculate fair value. Such fair value measurements consider observable data such as dealer quotes, market spreads, cash flows, yield curves, live trading levels, trade execution data, market consensus prepayments speeds, credit information, and respective terms and conditions for debt instruments. The Company employs procedures to monitor pricing services’ assumptions and establishes processes to challenge pricing services’ valuations that appear unusual or unexpected. Level 2 securities include agency CMOs-GSE, corporate debt, single-issuer trust preferred securities, mortgage-backed securities-GSE, CMBS securities and auction rate preferred securities.

When a market is illiquid or there is a lack of transparency around the inputs to valuation, the respective securities are classified as Level 3 and reliance is placed upon internally developed models, and management judgment and evaluation for valuation. Pooled trust preferred securities are currently classified as Level 3.

Due to the continued inactive market and illiquid nature of pooled trust preferred securities in the entire capital structure, an internal cash flow model is used to value these securities on a quarterly basis. The Company employs an internal CDO model for projection of future cash flows and discounting those cash flows to a net present value. Each underlying issuer in the pool is rated internally using the latest financial data on each institution, and future deferrals, defaults and losses are then estimated on the basis of continued stress in the financial markets. Further, all current and projected deferrals are not assumed to cure, and all current and projected defaults are assumed to have no recovery value. The resulting net cash flows are then discounted at current market levels for similar types of products that are actively trading. To determine potential OTTI due to credit losses, management compares the amortized cost to the present value of expected cash flows adjusted for deferrals and defaults using the discount margin at the time of purchase. Other factors considered include an analysis of excess subordination and temporary interest shortfall coverage. Additional interest deferrals, defaults, or ratings changes could result in future OTTI charges.

Investments in Private Equity Funds

The Company generally accounts for its percentage ownership of investments in private equity funds at cost, subject to impairment testing, while certain of the funds are included at fair value based upon the net asset value of the respective fund. At June 30, 2012, investments in private equity funds consisted of $2.2 million recorded at fair value and $9.8 million at cost. These are private investments that cannot be redeemed since the Company’s investment is distributed as the underlying investments are liquidated, which generally takes 10 years. There are currently no plans to sell any of these investments prior to their liquidation. The investments in private equity funds included at fair value are classified within Level 3 of the fair value hierarchy. The investments in private equity funds that are carried at cost are considered to be measured at fair value on a non-recurring basis when there is impairment. The Company has $2.7 million in unfunded commitments remaining for its investments in private equity funds.

Investments Held in Rabbi Trust

The investments held in Rabbi Trust primarily include mutual funds that invest in equity and fixed income securities. Shares of mutual funds are valued based on net asset value, which represents quoted market prices for the underlying shares held in the mutual fund. Therefore, investments held in Rabbi Trust are classified within Level 1 of the fair value hierarchy. The Company has elected to measure the investments in the Rabbi Trust at fair value. The Company consolidates the invested assets of the trust along with the total deferred compensation obligations and includes them in other assets and other liabilities, respectively, including them in the Condensed Consolidated Balance Sheets. Earnings in the Rabbi Trust, including appreciation or depreciation, are reflected as other non-interest income and changes in the corresponding liability are reflected as compensation and benefits in the Condensed Consolidated Statements of Operations. The cost basis of the investments held in the Rabbi Trust is $5.5 million at June 30, 2012.

Derivative Instruments

Derivative instruments are internally valued using observable inputs obtained from third parties. The resulting fair values are validated against valuations performed by independent third parties and are classified within Level 2 of the fair value hierarchy. Fed funds futures contracts are valued based on unadjusted quoted prices in active markets and are classified within Level 1 of the fair value hierarchy. When determining fair value, the Company applies the portfolio exception with respect to measuring counterparty credit risk for all of its derivative transactions subject to a master netting arrangement.

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A summary of fair values for assets and liabilities recorded at fair value consisted of the following:

	At June 30, 2012
(In thousands)	Carrying Balance		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable  Inputs (Level 2)		Significant Unobservable  Inputs (Level 3)
Financial assets held at fair value:
Available for sale securities:
U.S. treasury bills	$	200	$	200	$	—	$	—
Agency CMOs - GSE		1,646,343		—		1,646,343		—
Corporate debt		114,562		—		114,562		—
Pooled trust preferred securities		28,822		—		—		28,822
Single issuer trust preferred securities		55,509		—		55,509		—
Equity securities		8,068		7,868		200		—
Mortgage-backed securities- GSE		930,085		—		930,085		—
CMBS		369,991		—		369,991		—
Total available for sale securities		3,153,580		8,068		3,116,690		28,822
Derivative instruments:
Interest rate swaps		53,330		—		53,330		—
Mortgage banking derivatives		1,502		—		1,502		—
Investments held in Rabbi Trust		5,470		5,470		—		—
Investments in private equity funds		2,154		—		—		2,154
Total financial assets held at fair value	$	3,216,036	$	13,538	$	3,171,522	$	30,976
Financial liabilities held at fair value:
Derivative instruments:
Interest rate swaps	$	59,568	$	—	$	59,568	$	—
Fed Fund futures contracts (a)		541		541		—		—
Visa Swap		2		—		2		—
Total financial liabilities held at fair value	$	60,111	$	541	$	59,570	$	—

	At December 31, 2011
(In thousands)	Carrying Balance		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable  Inputs (Level 2)		Significant Unobservable  Inputs (Level 3)
Financial assets held at fair value:
Available for sale securities:
U.S. treasury bills	$	200	$	200	$	—	$	—
Agency CMOs - GSE		1,940,242		—		1,940,242		—
Pooled trust preferred securities		28,998		—		—		28,998
Single issuer trust preferred securities		38,214		—		38,214		—
Equity securities		9,447		8,472		—		975
Mortgage-backed securities- GSE		527,310		—		527,310		—
CMBS		330,353		—		330,353		—
Total available for sale securities		2,874,764		8,672		2,836,119		29,973
Derivative instruments:
Interest rate swaps		47,134		—		47,134		—
Investments in private equity funds		2,841		—		—		2,841
Total financial assets held at fair value	$	2,924,739	$	8,672	$	2,883,253	$	32,814
Financial liabilities held at fair value:
Derivative instruments:
Interest rate swaps	$	58,424	$	—	$	58,424	$	—
Fed Fund futures contracts		1,365		—		1,365		—
Visa Swap		2		—		2		—
Total financial liabilities held at fair value	$	59,791	$	—	$	59,791	$	—

(a) At the end of the period, Fed Fund futures contracts value was transferred from Level 2 to Level 1. These contracts are considered to be valued at Level 1 based upon quoted prices in active markets.

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The following table presents the changes in Level 3 assets and liabilities that are measured at fair value on a recurring basis, for the three and six months ended June 30, 2012 and 2011:

	Three months ended June 30,						Six months ended June 30,
(In thousands)	2012			2011			2012			2011
Level 3, beginning of period (a)	$	32,062		$	57,822		$	32,814		$	61,098
Transfers out of Level 3 (b)		—			—			(975	)		—
Change in unrealized loss included in other comprehensive income		(434	)		(1,241	)		692			2,077
Unrealized gain (loss) included in net income		98			194			(622	)		27
Realized loss on sale of available for sale securities		—			(2,369	)		—			(3,343	)
Purchases/capital calls		—			85			126			232
Sales/proceeds		—			(406	)		—			(5,487	)
Accretion/amortization		22			226			16			275
Calls/paydowns		(772	)		(3,443	)		(1,075	)		(4,013	)
Other		—			(240	)		—			(238	)
Level 3, end of period	$	30,976		$	50,628		$	30,976		$	50,628

(a) The Company has investments in private equity funds included in Level 3 and has adjusted prior period balances to conform to the current period’s presentation. Management believes that these changes are immaterial to Webster’s financial statements and align reporting of such data more closely with reporting requirements resulting from the adoption of ASU 2011-04 Fair Value Measurement (Topic 820) “Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in US GAAP and IFRS”.

(b) As of January 1, 2012, auction rate preferred securities were transferred from Level 3 to Level 2. These securities are considered to be Level 2 based upon observable market activity at full par value for recent transactions.

The following table presents information about quantitative inputs and assumptions for items categorized in Level 3 of the fair value hierarchy:

	At June 30, 2012
(In thousands)	Fair Value		Valuation Technique		Unobservable Input		Range (Weighted Average)
Pooled trust preferred securities	$	28,822		Discounted cash flow		Discount rate	6.63% - 11.16% (9.62%)
						Credit spread	413 - 866 bp (712 bp)

Discount rates are derived for each security depending on the original rating or a notched down rating based on management judgment. The discount represents a market rate used to discount expected cash flows to determine the fair value of the security. Components of the calculated discount rate are published industry credit spreads and 30 year swap rate. When discount rates increase as a result of increase in rate or credit spread, there is a direct inverse correlation with fair value; as discount rates increase, fair value decreases. An increase in credit spreads correlates to an increase in discount rate and therefore a decrease in fair value.

Pooled trust preferred security issuer financials are reviewed on a quarterly basis and an internal credit rating (“shadow rating”) is updated for individual issuers in the model. The shadow rating is correlated to a Moody’s loss table to determine the loss impact on expected cash flows. There is a direct relationship between shadow rating and fair value; as shadow ratings decline the loss probability increases, expected cash flows decline and therefore fair value decreases. There may be instances when a one notch downgrade in credit ratings may not significantly impact the fair value of securities depending on the amount of collateral in the deal that is already rated “D” for which Webster Bank assumes 100% loss.

Assets Measured at Fair Value on a Non-Recurring Basis

Certain assets are measured at fair value on a non-recurring basis; that is, the assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). The following is a description of valuation methodologies used for assets measured on a non-recurring basis.

Loans

Impaired loans for which repayment of the loan is expected to be provided solely by the value of the underlying collateral are considered collateral dependent and are valued based on the estimated fair value of such collateral using Level 3 inputs based on customized discounting criteria.

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Loans Held for Sale

Loans held for sale are accounted for at the lower of cost or market and are considered to be recognized at fair value when they are recorded at below cost. The fair value of loans held for sale is based on quoted market prices of similar loans sold in conjunction with securitization transactions, adjusted as required for changes in loan characteristics and are classified within Level 3 of the fair value hierarchy.

Other Real Estate Owned (OREO) and Repossessed Assets

OREO and Repossessed Assets are accounted for at the lower of cost or market and are considered to be recognized at fair value when they are recorded at below cost. The fair value of OREO is based on independent appraisals or internal valuation methods, less estimated selling costs. The fair value of repossessed assets is based on available pricing guides, auction results and price opinions, less estimated selling costs. Certain assets require assumptions that are not observable in an active market in the determination of fair value and are classified as Level 3.

Mortgage Servicing Assets

The Company accounts for mortgage servicing assets at cost, subject to impairment testing. When the carrying value exceeds fair value, a valuation allowance is established to reduce the carrying cost to fair value. Fair value is calculated as the present value of estimated future net servicing income and relies on market based assumptions for loan prepayment speeds, servicing costs, discount rates, and other economic factors. As such, mortgage servicing assets are classified within Level 3 of the fair value hierarchy.

The table below presents the valuation methodology and unobservable inputs for Level 3 assets measured at fair value on a non-recurring basis at June 30, 2012:

(Dollars in thousands)
Asset	Fair Value		Valuation Methodology	Unobservable Inputs	Range of Inputs
Impaired Loans	$	27,822	Appraisals	Discount for dated appraisal	0% - 35%
				Discount for costs to sell	3% - 8%
			Direct Capitalization Method	Cap Rate	8.8% - 9.0%
Other Real Estate	$	2,402	Appraisals	Discount for costs to sell	8%
				Discount for appraisal type	15% - 60%
Mortgage Servicing Rights	$	9,332	Discounted cash flow	Prepayment speeds	4.0% - 24.3%
				Discount Rates	2.2% - 3.5%

Assets and Liabilities Disclosed at Fair Value

The Company is required to disclose estimated fair value of financial instruments, both assets and liabilities on and off the balance sheet, for which it is practicable to estimate fair value and the following is a description of valuation methodologies used for those assets and liabilities.

Cash, Due from Banks, and Interest-bearing Deposits

The carrying amount of cash, due from banks, and interest-bearing deposits is used to approximate fair value, given the short time frame to maturity and as such assets do not present unanticipated credit concerns. Cash, Due from Banks, and Interest-bearing deposits are classified within Level 1 of the fair value hierarchy.

Loans and Lease Receivables

The Company employs an independent third party to provide fair value estimates for loans and leases held for investment. Such estimates are calculated using discounted cash flow analysis, using market interest rates for comparable loans. The associated cash flows are adjusted for credit and other potential losses. Fair value for impaired loans is estimated using the net present value of the expected cash flows or the fair value of the underlying collateral if repayment is collateral dependent. Loans and lease receivables are classified within Level 3 of the fair value hierarchy.

Deposit Liabilities

The fair value of demand deposits, savings accounts, and certain money market deposits is the amount payable on demand at the reporting date. The fair value of fixed-maturity certificates of deposit is estimated using the rates currently offered for deposits of similar remaining maturities. Given the short time frame to maturity, deposit liabilities are classified within Level 1 of the fair value hierarchy.

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Securities Sold Under Agreements to Repurchase and Other Short Term Borrowings

Carrying value is an estimate of fair value for those securities sold under agreements to repurchase and other short term borrowings that mature within 90 days. The fair values of all other short term borrowings are estimated using discounted cash flow analyses based on current market rates adjusted, as appropriate, for associated credit and option risks. Securities sold under agreements to repurchase and other short term borrowings are classified within Level 2 of the fair value hierarchy.

Long Term Debt

The fair value of long term debt is estimated using a discounted cash flow technique. Discount rates are matched with the time period of the expected cash flow and are adjusted, as appropriate, to reflect credit and option risk. Long term debt is classified within Level 2 of the fair value hierarchy.

A summary of estimated fair values of significant financial instruments consisted of the following:

	At June 30, 2012
(In thousands)	Carrying Balance		Quoted Prices in Active  Markets for Identical Assets (Level 1)		Significant Other Observable  Inputs (Level 2)		Significant Unobservable  Inputs (Level 3)
Assets
Cash and due from banks	$	197,229	$	197,229	$	—	$	—
Interest-bearing deposits		73,598		73,598		—		—
Securities available for sale		3,153,580		8,068		3,116,690		28,882
Securities held-to-maturity		3,076,226		—		3,234,656		—
Loans held for sale		89,228		—		—		89,228
Loans, net		11,341,240		—		—		11,409,439
Mortgage servicing assets (a)		10,284		—		—		11,163
Derivative instruments		53,330		—		53,330		—
Investments held in Rabbi Trust		5,470		5,470		—		—
Investments in private equity funds		11,957		—		—		11,957
Liabilities
Deposits other than time deposits	$	11,259,059	$	11,259,059	$	—	$	—
Time deposits		2,714,868		2,758,130		—		—
Securities sold under agreements to repurchase and other short-term borrowings		1,203,378		—		1,266,736		—
FHLB advances and other long-term debt (b)		2,002,030		—		1,989,915		—
Derivative instruments		60,111		—		60,111		—

	At December 31, 2011
(In thousands)	Carrying Balance		Quoted Prices in Active  Markets for Identical Assets (Level 1)		Significant Other Observable  Inputs (Level 2)		Significant Unobservable  Inputs (Level 3)
Assets
Cash and due from banks	$	195,957	$	195,957	$	—	$	—
Interest-bearing deposits		96,062		96,062		—		—
Securities available for sale		2,874,764		8,672		2,836,119		29,973
Securities held-to-maturity		2,973,727		—		3,130,546		—
Loans held for sale		57,391		—		—		57,391
Loans, net		10,991,917		—		—		11,097,390
Mortgage servicing assets (a)		7,831		—		—		9,968
Investments in private equity funds		12,343		—		—		12,343
Derivative instruments		47,134		—		47,134		—
Liabilities
Deposits other than time deposits	$	10,821,390	$	10,619,712	$	—	$	—
Time deposits		2,834,635		2,883,006		—		—
Securities sold under agreements to repurchase and other short-term borrowings		1,164,706		—		1,212,228		—
FHLB advances and other long-term debt (b)		1,805,198		—		1,789,506		—
Derivative instruments		59,791		—		59,791		—

(a) The carrying amount of mortgage servicing assets is net of $1.3 million and $0.9 million reserves at June 30, 2012 and December 31, 2011, respectively. The estimated fair value does not include such adjustments.

(b) The carrying amount of FHLB advances and other long-term debt is net of $7.1 million and $12.5 million in hedge accounting adjustments and discounts at June 30, 2012 and December 31, 2011, respectively. The estimated fair value does not include such adjustments.

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Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the entire holdings or any part of a particular financial instrument. Because no active market exists for a significant portion of Webster’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These factors are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

NOTE 15: Pension and Other Postretirement Benefits

The following table provides the components of net periodic benefit cost (income) for the three and six months ended June 30, as indicated:

	Three months ended June 30,
	Webster Pension						Webster SERP				Other Benefits
(In thousands)	2012			2011			2012		2011		2012		2011
Net Periodic Benefit Cost Recognized in Net Income:
Service cost	$	(29	)	$	44		$	—	$	—	$	—	$	—
Interest cost		1,838			1,866			78		92		44		54
Expected return on plan assets		(2,513	)		(2,549	)		—		—		—		—
Amortization of prior service cost		—			—			—		—		18		18
Amortization of net loss		1,465			675			15		8		25		15
Net periodic benefit cost recognized in net income	$	761		$	36		$	93	$	100	$	87	$	87

	Six months ended June 30,
	Webster Pension						Webster SERP				Other Benefits
(In thousands)	2012			2011			2012		2011		2012		2011
Net Periodic Benefit Cost Recognized in Net Income:
Service cost	$	15		$	88		$	—	$	—	$	—	$	—
Interest cost		3,653			3,731			158		184		88		108
Expected return on plan assets		(5,034	)		(5,275	)		—		—		—		—
Amortization of prior service cost		—			—			—		—		36		36
Amortization of net loss		3,052			1,337			35		16		51		31
Net periodic benefit cost (income) recognized in net income	$	1,686		$	(119	)	$	193	$	200	$	175	$	175

The Webster Bank Pension Plan and the supplemental pension plans were frozen effective December 31, 2007. No additional benefits have been accrued since that time. Additional contributions to the Webster Bank Pension Plan will be made as deemed appropriate by management in conjunction with information provided by the Plan’s actuaries.

The Bank is also a sponsor of a multiple-employer plan, EIN/Pension Plan Number 13-5645888/333, (“the Fund”) administered by Pentegra for the benefit of former employees of a bank acquired by Webster. The Fund does not segregate the assets or liabilities of its participating employers in the ongoing administration of this plan. All benefit accruals were frozen as of September 1, 2004. According to the Fund’s administrators, as of July 1, 2011, the date of the latest actuarial valuation, Webster’s portion of the plan was underfunded by $5.9 million. Webster made $0.4 million and $0.8 million in contributions into the Fund for the three and six months ended June 30, 2012.

NOTE 16: Stock-Based Compensation Plans

Webster has established stock-based compensation plans that cover certain employees and directors, as the Company believes that such awards better align the interests of its employees with those of its shareholders. Shares for awards of restricted stock or the exercise of stock options are expected to come from the Company’s treasury shares or authorized and unissued shares. The cost of the stock-based compensation plans is recognized based upon the grant-date fair value, on a straight-line basis over the requisite service period of such awards, net of estimated forfeitures, as a component of compensation and benefits reflected in non-interest expense. Stock-based compensation expense was $2.4 million and $1.8 million for the three months ended June 30, 2012 and 2011, respectively, consisting of (1) stock options expense of $842.9 thousand and $223.0 thousand, respectively, and (2) restricted stock expense of $1.6 million for each period. Stock-based compensation expense was $4.2 million and $3.1 million for the six months ended June 30, 2012 and 2011, respectively, consisting of (1) stock options expense of $1.1 million and $380.8 thousand and (2) restricted stock expense of $3.1 million and $2.7 million, respectively.

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Stock Options

The following table provides a summary of stock option activity under the plans for the three and six months ended June 30, 2012:

	Three months ended June 30, 2012				Six months ended June 30, 2012
	Number of Shares		Weighted-Average Exercise Price		Number of Shares		Weighted-Average Exercise Price
Options outstanding, at beginning of period		2,887,470	$	29.29		2,513,327	$	30.03
Options granted		—		—		398,616		23.81
Options exercised		12,321		12.85		32,874		12.85
Options forfeited or expired		54,864		34.03		58,784		34.26
Options outstanding, at end of period		2,820,285	$	29.27		2,820,285	$	29.27
Options exercisable, at end of period		2,202,578	$	31.72		2,202,578	$	31.72
Options expected to vest, at end of period		558,672	$	20.26		558,672	$	20.26

At June 30, 2012, total options outstanding included 2,528,249 non-qualified and 292,036 incentive stock options. As of June 30, 2012, there was $4.0 million of unrecognized compensation cost related to non-vested options expected to be recognized over a remaining weighted-average vesting period of 2.2 years.

The fair value of each option award is estimated on the date of grant using the Black-Scholes Option-Pricing Model with the following weighted-average assumptions:

	2012			2011
Weighted-average assumptions:
Expected term (years)		6.6			6.5
Expected dividend yield		1.00	%		1.00	%
Expected forfeiture rate		9.00			9.00
Expected volatility		61.03			57.41
Risk-free interest rate		1.30			2.68
Fair value of option at grant date	$	11.71		$	12.74

Restricted Stock

The following tables summarize restricted stock activity, under the plans, for the three and six months ended June 30, 2012:

	Three months ended June 30, 2012
	Time - Based				Performance - Based
	Number of Shares		Weighted-average Grant Date Fair Value		Number of Shares		Weighted-average Grant Date Fair Value
Restricted stock, at beginning of period		461,735	$	20.99		141,175	$	25.44
Granted		27,892		22.60		—		—
Vested		73,631		19.51		11,898		25.44
Forfeited		6,305		21.36		—		—
Restricted stock, at end of period		409,691	$	21.36		129,277	$	25.44

	Six months ended June 30, 2012
	Time - Based				Performance - Based
	Number of Shares		Weighted-average Grant Date Fair Value		Number of Shares		Weighted-average Grant Date Fair Value
Restricted stock, at beginning of period		384,385	$	20.20		—	$	—
Granted		184,079		22.41		149,479		25.44
Vested		149,940		19.57		20,202		25.44
Forfeited		8,833		21.72		—		—
Restricted stock, at end of period		409,691	$	21.36		129,277	$	25.44

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For the three and six months ended June 30, 2012, there were 2,340 and 4,497 shares of time-based restricted stock, respectively, and for the six months ended June 30, 2012 there were 112,889 performance-based awards granted to senior management, of which all were granted during the first three months of 2012 . The performance-based awards vest after three years in a range from zero to 200% of the target number of shares under the grant. A portion of the shares vest dependent upon Webster’s ranking for total shareholder return versus the KBW Regional Banking Index and the remaining portion vest dependent on Webster’s return on equity over the three year vesting period. As of June 30, 2012, there was $11.6 million of unrecognized compensation cost related to non-vested restricted stock awards expected to be recognized over a remaining weighted-average vesting period of 1.9 years.

NOTE 17: Business Segments

Webster’s operations are divided into four business segments that represent its core businesses - Commercial Banking, Retail Banking, Consumer Finance and Other. Other includes HSA Bank and Private Banking. These segments reflect how executive management responsibilities are assigned by the Chief Executive Officer for each of the core businesses, the products and services provided and the type of customer served, and reflect how financial information is currently evaluated by management. The Company’s Treasury unit and consumer liquidating portfolio are included in the Corporate and Reconciling category along with the results of discontinued operations and the amounts required to reconcile profitability metrics to GAAP reported amounts.

As of January 1, 2012 the Company changed the allocation of FDIC insurance expense to conform to the change in the FDIC insurance assessment system from one that is based on domestic deposits to one that is based on average consolidated total assets minus average tangible equity which took effect in 2011. The 2011 business segment results have been adjusted for comparability to the 2012 segment presentation.

Webster uses an internal profitability reporting system to generate information by operating segment, which is based on a series of management estimates and allocations regarding funds transfer pricing, the provision for loan and lease losses, non-interest expense, income taxes and equity capital. These estimates and allocations, certain of which are subjective in nature, are continually being reviewed and refined. Changes in estimates and allocations that affect the reported results of any operating segment do not affect the consolidated financial position or results of operations of Webster as a whole.

The Company uses a matched maturity funding concept, also known as coterminous funds transfer pricing (“FTP”), to allocate interest income and interest expense to each business while also transferring the primary interest rate risk exposures to the Corporate and Reconciling category. The allocation process considers the specific interest rate risk and liquidity risk of financial instruments and other assets and liabilities in each line of business. The “matched maturity funding concept” considers the origination date and the earlier of the maturity date or the repricing date of a financial instrument to assign an FTP rate for loans and deposits originated each day. Loans are assigned an FTP rate for funds “used” and deposits are assigned an FTP rate for funds “provided.” From a governance perspective, this process is executed by the Company’s Financial Planning and Analysis division, and the process is overseen by the Company’s Asset-Liability Committee.

Webster attributes the provision for loan and lease losses to each segment based on management’s estimate of the inherent loss content in each of the specific loan portfolios. Provision expense, for certain elements of risk that are not deemed specifically attributable to a business segment, such as environmental factors and provision for the consumer liquidating portfolio, are shown as other reconciling. For the three and six months ended June 30, 2012, 65.6% and 59.5% of the provision expense is specifically attributable to business segments and reported accordingly.

Webster allocates a majority of non-interest expense to each business segment using a full-absorption costing process. Costs, including corporate overhead, are analyzed, pooled by process, and assigned to the appropriate business segment and corporate overhead costs are allocated to the business segments. Income tax expense is allocated to each business segment based on the effective income tax rate for the period shown.

The full profitability measurement reports which are prepared for each operating segment reflect non-GAAP reporting methodologies. The differences between the full profitability and GAAP measures are reconciled in the Corporate and Reconciling category.

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Webster’s business segment results are intended to reflect each segment as if it were a stand-alone business. The following table presents the operating results and total assets for Webster’s reportable segments:

	Three months ended June 30, 2012
(In thousands)	Commercial Banking			Retail Banking		Consumer Finance		Other			Total Business Segments		Corporate and Reconciling		Consolidated Total
Net interest income	$	45,575		$	58,894	$	27,051	$	8,379		$	139,899	$	4,479	$	144,378
(Benefit) provision for loan and lease losses		(4,529	)		580		7,489		(262	)		3,278		1,722		5,000
Net interest income after provision for loan and lease losses		50,104			58,314		19,562		8,641			136,621		2,757		139,378
Non-interest income		7,281			22,257		4,157		7,280			40,975		6,378		47,353
Non-interest expense		24,916			67,215		18,862		10,720			121,713		5,466		127,179
Income from continuing operations before income taxes		32,469			13,356		4,857		5,201			55,883		3,669		59,552
Income tax expense		9,970			4,089		1,531		1,593			17,183		1,129		18,312
Income from continuing operations		22,499			9,267		3,326		3,608			38,700		2,540		41,240
Income from discontinued operations		—			—		—		—			—		—		—
Income before noncontrolling interests		22,499			9,267		3,326		3,608			38,700		2,540		41,240
Less: Net loss attributable to noncontrolling interests		—			—		—		—			—		—		—
Net income attributable to Webster Financial Corporation	$	22,499		$	9,267	$	3,326	$	3,608		$	38,700	$	2,540	$	41,240
	Three months ended June 30, 2011
(In thousands)	Commercial Banking			Retail Banking		Consumer Finance		Other			Total Business Segments		Corporate and Reconciling		Consolidated Total
Net interest income	$	41,657		$	57,105	$	27,022	$	6,028		$	131,812	$	9,101	$	140,913
Provision (benefit) for loan and lease losses		(9,116	)		5,815		5,511		45			2,255		2,745		5,000
Net interest income after provision for loan and lease losses		50,773			51,290		21,511		5,983			129,557		6,356		135,913
Non-interest income		6,663			25,889		2,148		6,025			40,725		5,464		46,189
Non-interest expense		29,337			69,916		19,630		9,789			128,672		3,389		132,061
Income from continuing operations before income taxes		28,099			7,263		4,029		2,219			41,610		8,431		50,041
Income tax expense		8,748			2,315		1,261		697			13,021		2,836		15,857
Income from continuing operations		19,351			4,948		2,768		1,522			28,589		5,595		34,184
Income from discontinued operations		—			—		—		—			—		—		—
Income before noncontrolling interests		19,351			4,948		2,768		1,522			28,589		5,595		34,184
Less: Net loss attributable to noncontrolling interests		—			—		—		—			—		—		—
Net income attributable to Webster Financial Corporation	$	19,351		$	4,948	$	2,768	$	1,522		$	28,589	$	5,595	$	34,184

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	Six months ended June 30, 2012
(In thousands)	Commercial Banking			Retail Banking		Consumer Finance			Other			Total Business Segments			Corporate and Reconciling		Consolidated Total
Net interest income	$	89,483		$	115,619	$	54,074		$	16,298		$	275,474		$	12,272	$	287,746
(Benefit) provision for loan and lease losses		(5,439	)		2,144		8,994			(340	)		5,359			3,641		9,000
Net interest income after provision for loan and lease losses		94,922			113,475		45,080			16,638			270,115			8,631		278,746
Non-interest income		14,174			44,194		9,879			14,414			82,661			8,678		91,339
Non-interest expense		49,727			135,733		37,246			22,282			244,988			10,004		254,992
Income from continuing operations before income taxes		59,369			21,936		17,713			8,770			107,788			7,305		115,093
Income tax expense		18,011			6,654		5,374			2,660			32,699			2,216		34,915
Income from continuing operations		41,358			15,282		12,339			6,110			75,089			5,089		80,178
Income from discontinued operations		—			—		—			—			—			—		—
Income before noncontrolling interests		41,358			15,282		12,339			6,110			75,089			5,089		80,178
Less: Net loss attributable to noncontrolling interests		—			—		—			—			—			—		—
Net income attributable to Webster Financial Corporation	$	41,358		$	15,282	$	12,339		$	6,110		$	75,089		$	5,089	$	80,178
	Six months ended June 30, 2011
(In thousands)	Commercial Banking			Retail Banking		Consumer Finance			Other			Total Business Segments			Corporate and Reconciling		Consolidated Total
Net interest income	$	81,299		$	111,405	$	54,270		$	11,674		$	258,648		$	22,426	$	281,074
Provision (benefit) for loan and lease losses		(7,241	)		7,024		13,419			(234	)		12,968			2,032		15,000
Net interest income after provision for loan and lease losses		88,540			104,381		40,851			11,908			245,680			20,394		266,074
Non-interest income		12,689			50,638		4,189			11,887			79,403			10,702		90,105
Non-interest expense		54,979			140,613		38,120			19,858			253,570			7,616		261,186
Income from continuing operations before income taxes		46,250			14,406		6,920			3,937			71,513			23,480		94,993
Income tax expense		13,742			4,280		2,056			1,170			21,248			6,977		28,225
Income from continuing operations		32,508			10,126		4,864			2,767			50,265			16,503		66,768
Income from discontinued operations		—			—		—			—			—			1,995		1,995
Income before noncontrolling interests		32,508			10,126		4,864			2,767			50,265			18,498		68,763
Less: Net loss attributable to noncontrolling interests		—			—		(1	)		—			(1	)		—		(1	)
Net income attributable to Webster Financial Corporation	$	32,508		$	10,126	$	4,865		$	2,767		$	50,266		$	18,498	$	68,764
	Total Assets
(In thousands)	Commercial Banking			Retail Banking		Consumer Finance			Other			Total Business Segments			Corporate and Reconciling		Consolidated Total
At June 30, 2012	$	4,631,216		$	1,571,089	$	5,909,865		$	264,882		$	12,377,052		$	7,052,697	$	19,429,749
At December 31, 2011	$	4,359,405		$	1,546,457	$	5,869,028		$	245,554		$	12,020,444		$	6,693,896	$	18,714,340

NOTE 18: Commitments and Contingencies

Lease Commitments. At June 30, 2012, Webster was obligated under various non-cancellable operating leases for properties used as banking offices and other office facilities. The leases contain renewal options and escalation clauses which provide for increased rental expense based primarily upon increases in real estate taxes over a base year. It is expected that certain leases will be renewed, or equipment replaced with new leased equipment, as these leases expire. Rental expense under leases was $5.1 million and $10.1 million and $5.2 and $10.2 million for the three and six months ended June 30, 2012 and 2011, respectively, and is recorded as a component of occupancy expense in the accompanying Condensed Consolidated Statements of Operations. Webster is also entitled to rental income under various non-cancellable operating leases for properties owned. Rental income was $0.2 million and $0.5 million and $0.3 million and $0.6 million for the three and six months ended June 30, 2012 and 2011, respectively, and is recorded as a component of other non-interest income in the accompanying Condensed Consolidated Statements of Operations. There has been no significant change in future minimum lease payments payable since December 31, 2011. See Webster’s 2011 Form 10-K for additional information regarding these commitments.

Credit-Related Financial Instruments. The Company is a party to credit related financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, standby letters of credit and commercial letters of credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the Condensed Consolidated Balance Sheets. The Company’s exposure to credit loss is represented by the contractual amount of these commitments as it does for on-balance sheet instruments.

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The following table summarizes the following outstanding financial instruments whose contract amounts represent credit risk at:

(In thousands)	At June 30, 2012		At December  31, 2011
Commitments to extend credit	$	514,192	$	318,001
Unfunded commitments under existing lines and loans		3,359,553		3,390,816
Standby letters of credit		154,762		159,930
Commercial letters of credit		4,153		3,087
Total financial instruments with off-balance sheet risk	$	4,032,660	$	3,871,834

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The commitments for equity lines of credit may expire without being drawn upon. Therefore, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if deemed necessary by the Company, is based on management’s credit evaluation of the customer.

The reserve for unfunded credit commitments is reported as a component of accrued expenses and other liabilities in the accompanying Condensed Consolidated Balance Sheets. The following table provides activity details for the Company’s reserve for unfunded credit commitments for the periods presented:

	Three months ended June 30,					Six months ended June 30,
(In thousands)	2012		2011			2012			2011
Beginning balance	$	5,204	$	9,093		$	5,449		$	9,378
Provision		259		—			259			—
Reserve release		—		(3,277	)		(245	)		(3,562	)
Ending balance	$	5,463	$	5,816		$	5,463		$	5,816

Reserve for Loan Repurchases. In connection with the sale of mortgage loans, the Company enters into agreements containing representations and warranties about certain characteristics of the mortgage loans sold and the Company’s origination process. The Company may be required to repurchase a loan in the event of certain breaches of these representations and warranties or in the event of default of the borrower within 90 days of origination. The reserve for loan repurchases provides for estimated losses associated with the repurchase of loans sold in connection with the Company’s mortgage banking operations. The reserve reflects management’s continual evaluation of loss experience and the quality of loan originations. It also reflects management’s expectation of losses from repurchase requests for which management has not yet been notified. Factors considered in the evaluation process for establishing the reserves include the identity of counterparty, the vintage of the loans sold, the amount of open repurchase requests, specific loss estimates for each open request, current level of loan losses in similar vintages held in the residential loan portfolio, and estimated recoveries on the underlying collateral. While management uses its best judgment and information available, the adequacy of this reserve is dependent upon factors outside the Company’s control including the performance of loans sold and the quality of the servicing provided by the acquirer.

The following table provides detail of activity in the Company’s reserve for loan repurchases for the periods presented:

	Three months ended June 30,						Six months ended June 30,
(In thousands)	2012			2011			2012			2011
Beginning balance	$	2,318		$	4,255		$	2,269		$	3,658
Provision		239			1,856			581			2,628
Loss on repurchased loans and settlements		(163	)		(3,710	)		(456	)		(3,885	)
Ending balance	$	2,394		$	2,401		$	2,394		$	2,401

The provision recorded at the time of loan sale is netted from mortgage banking activities and is included as a component of non-interest income, while any incremental provision, post loan sale, is recorded in other non-interest expense, in the accompanying Condensed Consolidated Statements of Operations.

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Litigation Reserves. Webster is involved in routine legal proceedings occurring in the ordinary course of business and is subject to loss contingencies related to such litigation and claims arising there-from. Webster evaluates these contingencies based on information currently available, including advice of counsel and assessment of available insurance coverage. Webster establishes accruals for litigation and claims when a loss contingency is considered probable and the related amount is reasonably estimable. These accruals are periodically reviewed and may be adjusted as circumstances change. Webster also estimates certain loss contingencies for possible litigation and claims, whether or not there is an accrued probable loss. Webster believes it has defenses to all the claims asserted against it in existing litigation matters and intends to defend itself in all matters.

Based upon its current knowledge, after consultation with counsel and after taking into consideration its current litigation accruals, Webster believes that as of June 30, 2012 any reasonably possible losses in addition to amounts accrued are not material to Webster’s consolidated financial condition. However, in light of the uncertainties involved in such actions and proceedings, there is no assurance that the ultimate resolution of these matters will not significantly exceed the reserves currently accrued by Webster or that the Company’s litigation reserves will not need to be adjusted in future periods. Such an outcome could be material to the Company’s operating results in a particular period, depending on among other factors, the size of the loss or liability imposed and the level of the Company’s income for that period.

NOTE 19: Subsequent Event

On July 18, 2012, Webster Financial Corporation completed the redemption at par of all the outstanding $136.1 million outstanding principal amount of 7.65% fixed to floating-rate trust preferred securities. The aggregate consideration for the securities, including accrued and unpaid interest, was $137.0 million.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the Company’s Consolidated Financial Statements, and Notes thereto, for the year ended December 31, 2011, included in its 2011 Form 10-K, and in conjunction with the Condensed Consolidated Financial Statements and Notes thereto included in Item 1 of this report. Operating results for the three and six months ended June 30, 2012 are not necessarily indicative of the results for the full year ending December 31, 2012, or any future period.

Certain previously reported information has been corrected to reflect the deferment of certain commercial loan fees. For more information refer to Note 1 in the Notes to Condensed Consolidated Financial Statements included elsewhere in this report for the periods ended June 30, 2012.

Forward-Looking Statements and Factors that Could Affect Future Results

Certain statements contained in this Quarterly Report on Form 10-Q that are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”), notwithstanding that such statements are not specifically identified as such. In addition, certain statements may be contained in the Company’s future filings with the SEC, in press releases, and in oral and written statements made by or with the approval of the Company that are not statements of historical fact and constitute forward-looking statements within the meaning of the Act. Examples of forward-looking statements include, but are not limited to: (i) projections of revenues, expenses, income or loss, earnings or loss per share, the payment or non-payment of dividends, capital structure and other financial items; (ii) statements of plans, objectives and expectations of Webster or its management or Board of Directors, including those relating to products or services or the impact or expected outcome of various legal proceedings; (iii) statements of future economic performance; and (iv) statements of assumptions underlying such statements. Words such as “believes”, “anticipates”, “expects”, “intends”, “targeted”, “continue”, “remain”, “will”, “should”, “may” and other similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.

Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those in such statements. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:

• Local, regional, national and international economic conditions and the impact they may have on the Company and its customers and the Company’s assessment of that impact.

• Volatility and disruption in national and international financial markets.

• Government intervention in the U.S. financial system.

• Changes in the level of non-performing assets and charge-offs.

• Changes in estimates of future reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements.

• Adverse conditions in the securities markets that lead to impairment in the value of securities in the Company’s investment portfolio.

• Inflation, interest rate, securities market and monetary fluctuations.

• The timely development and acceptance of new products and services and perceived overall value of these products and services by customers.

• Changes in consumer spending, borrowings and savings habits.

• Technological changes.

• The ability to increase market share and control expenses.

• Impairment of the Company’s goodwill or other intangible assets.

• Changes in the competitive environment among banks, financial holding companies and other financial service providers.

• The effect of changes in laws and regulations (including laws and regulations concerning taxes, banking, securities and insurance) with which the Company and its subsidiaries must comply, including under the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Basel III update to the Basel Accords.

• The effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, or the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard setters.

• The costs and effects of legal and regulatory developments including the resolution of legal proceedings or regulatory or other governmental inquiries and the results of regulatory examinations or reviews.

• The Company’s success at managing the risks involved in the foregoing items.

Forward-looking statements speak only as of the date on which such statements are made. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events.

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Critical Accounting Policies

The Company’s significant accounting policies are described in Note 1 to the Consolidated Financial Statements included in its 2011 Form 10-K and in Note 1 to the Condensed Consolidated Financial Statements included in Item 1 of this report. The preparation of the Condensed Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States (“GAAP”) and to general practices within the financial services industry requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and to disclose contingent assets and liabilities. Actual results could differ from those estimates.

Management has identified accounting for (i) the allowance for loan and lease losses, (ii) fair value measurements for valuation of financial instruments and valuation of investments for other-than-temporary impairment OTTI, (iii) valuation of goodwill and other intangible assets, (iv) deferred tax asset valuation allowance and (v) pension and other post retirement benefits as the Company’s most critical accounting policies and estimates in that they are important to the portrayal of the Company’s financial condition and results, and they require management’s subjective and complex judgment as a result of the need to make estimates about the effects of matters that are inherently uncertain. These accounting policies, including the nature of the estimates and types of assumptions used, are described throughout this Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations included in its 2011 Form 10-K.

Recent Legislation

The following section should be read in conjunction with the Supervision and Regulation section in Webster’s 2011 Form 10-K.

It is difficult to predict at this time what specific impact certain provisions the Dodd-Frank Act and the yet to be written implementing rules and regulations will have on the Company, including any regulations promulgated by the CFPB. The financial reform legislation and any implementing rules that are ultimately issued could have adverse implications on the financial industry, the competitive environment, and our ability to conduct business. Management will have to apply resources to ensure compliance with all applicable provisions of the Dodd-Frank Act and any implementing rules, which may increase our costs of operations and adversely impact our earnings.

In June 2012, the Federal Reserve Board, the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation approved three proposals that would amend the existing capital adequacy requirements of banks and bank holding companies. The three proposals would, among other things, implement the Basel III capital standards, as well as the Basel II standardized approach for almost all banking organizations in the United States. The Basel III proposal would increase the minimum levels of required capital, narrow the definition of capital, and places greater emphasis on common equity. The Basel II standardized proposal would modify the risk weights for various asset classes. The Company is still in the process of assessing the impacts of these complex proposals, however, we believe we will continue to exceed all estimated well capitalized regulatory requirements over the course of the proposed phase-in period, and on a fully phased-in basis.

RESULTS OF OPERATIONS

Summary of Performance

Webster’s income from continuing operations was $41.2 million for the three months ended June 30, 2012 as compared to $34.2 million for the three months ended June 30, 2011. Net income available to common shareholders was $40.6 million, or $0.44 per diluted share, for the three months ended June 30, 2012 as compared to $33.4 million, or $0.36 per diluted share, for the three months ended June 30, 2011. The $7.2 million increase in net income from the comparable period is significantly attributable to a reduction in interest expense on deposits and a $4.9 million overall reduction in total interest expense. The provision for loan and lease losses for the three months ended June 30, 2012 and 2011 was $5.0 million. Interest expense decreased $4.9 million as the cost of average liabilities declined from 0.89% for the three months ended June 30, 2011 to 0.71% for the three months ended June 30, 2012. This was partially offset by interest income which decreased $1.5 million, or 0.8%, to $174.6 million for the three months ended June 30, 2012 as compared to the three months ended June 30, 2011, due to a lower interest rate environment.

Net interest income increased $3.5 million, or 2.5%, to $144.4 million for the three months ended June 30, 2012 when compared to the three months ended June 30, 2011. Average total interest earning assets increased by $1.2 billion, while the average yield declined by 33 basis points, and average total interest-bearing liabilities increased by $1.2 billion, while the average cost declined by 18 basis points for the three months ended June 30, 2012 as compared to the comparable period in 2011.

Non-interest income increased $1.2 million, or 2.5%, to $47.4 million for the three months ended June 30, 2012 when compared to the three months ended June 30, 2011, primarily attributable to growth in mortgage banking activities offset somewhat by lower deposit service and loan related fees.

Non-interest expense decreased $4.9 million, or 3.7%, to $127.2 million for the three months ended June 30, 2012 when compared to the three months ended June 30, 2011, which is reflective of a decrease in compensation and benefits, in addition to an increase on gain on sale of foreclosed and repossessed assets in 2012 as compared to write downs in 2011.

49

Webster’s income from continuing operations was $80.2 million for the six months ended June 30, 2012 as compared to $66.8 million for the six months ended June 30, 2011. Net income available to common shareholders was $78.9 million, or $0.86 per diluted share, for the six months ended June 30, 2012 as compared to $67.1 million, or $0.72 per diluted share, for the six months ended June 30, 2011. The $11.8 million increase in net income available to common shareholders from the comparable period is primarily attributable to a reduction in interest expense and provision for loan and lease losses. The provision for loan and lease losses for the six months ended June 30, 2012 was $9.0 million, a reduction of $6.0 million compared to $15.0 million for the six months ended June 30, 2011. Interest expense decreased $10.2 million as the cost of average liabilities declined from 0.90% for the six months ended June 30, 2011 to 0.72% for the six months ended June 30, 2012. This was partially offset by interest income which decreased $3.6 million, or 1.0%, to $348.7 million for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011, due to a lower interest rate environment.

Net interest income increased $6.6 million, or 2.4% to $287.7 million for the six months ended June 30, 2012 when compared to the six months ended June 30, 2011. Average total interest earning assets increased by $1.0 billion, while the average yield declined by 30 basis points, and average total interest-bearing liabilities increased by $1.0 billion, while the average cost declined by 18 basis points for the six months ended June 30, 2012 as compared to 2011.

Non-interest income increased $1.2 million, or 1.4%, to $91.3 million for the six months ended June 30, 2012 when compared to the six months ended June 30, 2011, due to growth in mortgage banking activities offset somewhat by lower deposit and loan related service fees.

Non-interest expense decreased $6.2 million, or 2.4%, to $255.0 million for the six months ended June 30, 2012 when compared to the six months ended June 30, 2011, which is reflective of the Company’s continued focus on expense control, in addition to an increase on gain on sale of foreclosed and repossessed assets in 2012 as compared to write downs in 2011.

Selected financial highlights are presented in the following table:

	At or for the three months ended June 30,						At or for the six months ended June 30,
(In thousands, except per share and ratio data)	2012			2011			2012			2011
Earnings
Net interest income	$	144,378		$	140,913		$	287,746		$	281,074
Provision for loan and lease losses		5,000			5,000			9,000			15,000
Total non-interest income		47,353			46,189			91,339			90,105
Total non-interest expense		127,179			132,061			254,992			261,186
Income from continuing operations		41,240			34,184			80,178			66,768
Income from discontinued operations, net of tax		—			—			—			1,995
Net loss attributable to noncontrolling interests		—			—			—			(1	)
Net income attributable to Webster Financial Corporation		41,240			34,184			80,178			68,764
Net income available to common shareholders		40,625			33,353			78,948			67,102
Per Share Data
Net income from continuing operations per common share - diluted (a)	$	0.44		$	0.36		$	0.86		$	0.70
Net income available to common shareholders - diluted (a)		0.44			0.36			0.86			0.72
Dividends declared per common share		0.10			0.05			0.15			0.06
Book value per common share		21.66			20.57			21.66			20.57
Tangible book value per common share		15.53			14.38			15.53			14.38
Weighted-average common shares - diluted		91,543			92,184			91,669			92,368
Dividends declared per Series A preferred share	$	21.25		$	21.25		$	42.50		$	42.50
Dividends declared per subsidiary preferred share		—			0.2156			—			0.4312
Selected Ratios
Return on average assets (b)		0.86	%		0.76	%		0.84	%		0.76	%
Return on average shareholders' equity (b)		8.62			7.45			8.46			7.59
Net interest margin		3.32			3.48			3.34			3.47
Efficiency ratio		63.75			65.02			64.68			66.25
Tangible equity ratio		7.38			7.46			7.38			7.46
Tier 1 common equity to risk weighted assets		10.97			10.74			10.97			10.74

(a) For the three and six months ended June 30, 2012 and 2011, the effect of preferred stock on the computation of diluted earnings per share was anti-dilutive; therefore, the effect of this security was not included in the determination of diluted average shares.

(b) Annualized, based on net income before preferred dividend.

The Company evaluates its business based on certain ratios that utilize tangible equity, a non-GAAP financial measure.

The efficiency ratio, which measures the costs expended to generate a dollar of revenue, is calculated excluding foreclosed property expense, amortization of intangibles, gain or loss on securities and other non-recurring items. Accordingly, this is also a non-GAAP financial measure. The Company believes the use of these non-GAAP financial measures provides additional clarity in assessing the results of the Company. Other companies may define or calculate supplemental financial data differently.

50

See the table below for reconciliations of these non-GAAP financial measures with financial measures defined by GAAP for the three and six months ended June 30, 2012 and 2011.

	For the three months ended June 30,						For the six months ended June 30,
Efficiency ratio	2012			2011			2012			2011
Non interest expense (GAAP)	$	127,179		$	132,061		$	254,992		$	261,186
Less: Foreclosed property (income) expense		(494	)		1,504			(691	)		2,073
Intangible assets amortization		1,397			1,397			2,794			2,794
Severance		727			1,060			727			1,060
Debt prepayment penalties		2,515			—			3,649			—
Write-down for expedited asset disposition		—			5,073			—			5,073
Warrant registration		—			350			—			350
Loan repurchase and unfunded commitment reserve benefit, net		—			(1,436	)		—			(1,436	)
Branch optimization		—			859			81			1,132
Litigation		—			194			—			486
Non interest expense (Non GAAP)		123,034			123,060			248,432			249,654
Net interest income (before provision) (GAAP)		144,378			140,913			287,746			281,074
FTE adjustment		3,813			3,823			7,531			7,688
Non interest income (GAAP)		47,353			46,189			91,339			90,105
Less: Net gain on securities		2,537			1,647			2,537			2,024
Non interest income (Non GAAP)	$	193,007		$	189,278		$	384,079		$	376,843
Efficiency ratio (Non GAAP)		63.75	%		65.02	%		64.68	%		66.25	%
	At and for the three months ended June 30,						At and for the six months ended June 30,
Tangible equity ratio:	2012			2011			2012			2011
Shareholders equity (GAAP)	$	1,931,548		$	1,838,731		$	1,931,548		$	1,838,731
Less: Non controlling interests (GAAP)		—			9,577			—			9,577
Less: Goodwill and other intangible assets (GAAP)		542,783			548,370			542,783			548,370
Add back: DTL related to other intangible assets (GAAP)		4,618			6,469			4,618			6,469
Tangible equity (Non GAAP)		1,393,383			1,287,253			1,393,383			1,287,253
Total Assets		19,429,749			17,802,881			19,429,749			17,802,881
Less: Goodwill and other intangible assets (GAAP)		542,783			548,370			542,783			548,370
Add back: DTL related to other intangible assets (GAAP)		4,618			6,469			4,618			6,469
Tangible assets (Non GAAP)	$	18,891,584		$	17,260,980		$	18,891,584		$	17,260,980
Tangible equity ratio (Non GAAP)		7.38	%		7.46	%		7.38	%		7.46	%
	At and for the three months ended June 30,						At and for the six months ended June 30,
Tangible book value per common share:	2012			2011			2012			2011
Shareholders equity (GAAP)	$	1,931,548		$	1,838,731		$	1,931,548		$	1,838,731
Less: Non controlling interests (GAAP)		—			9,577			—			9,577
Less: Preferred shares (GAAP)		28,939			28,939			28,939			28,939
Less: Goodwill and Other intangible assets (GAAP)		542,783			548,370			542,783			548,370
Add back: DTL related to other intangibles (GAAP)		4,618			6,469			4,618			6,469
Tangible common equity (Non - GAAP)	$	1,364,444		$	1,258,314		$	1,364,444		$	1,258,314
Common shares issued and outstanding		87,885			87,532			87,885			87,532
Tangible book value per common share (Non GAAP)	$	15.53		$	14.38		$	15.53		$	14.38
	At and for the three months ended June 30,						At and for the six months ended June 30,
Tier 1 common equity/ risk weighted assets:	2012			2011			2012			2011
Shareholders equity (GAAP)	$	1,931,548		$	1,838,731		$	1,931,548		$	1,838,731
Qualified non controlling interests		—			(9,577	)		—			(9,577	)
Accumulated other comprehensive income		43,878			3,997			43,878			3,997
Non-qualifying Goodwill and other intangible assets		(542,783	)		(548,370	)		(542,783	)		(548,370	)
Deferred tax liability (disallowed deferred tax asset) (regulatory)		12,058			(11,794	)		12,058			(11,794	)
Preferred equity		(28,939	)		(28,939	)		(28,939	)		(28,939	)
Tier 1 common equity (regulatory)	$	1,415,762		$	1,244,048		$	1,415,762		$	1,244,048
Risk-weighted assets (regulatory)	$	12,902,621		$	11,580,172		$	12,902,621		$	11,580,172
Tier 1 common equity/ risk weighted assets (Non GAAP)		10.97	%		10.74	%		10.97	%		10.74	%

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Average balance sheet (average balances are daily averages) and net interest margin:

	Three months ended June 30,
	2012								2011
(Dollars in thousands)	Average Balance		Interest (a)			Average Yields			Average Balance		Interest (a)			Average Yields
Assets
Interest-earning assets:
Loans	$	11,420,721	$	121,379			4.23	%	$	10,991,890	$	122,395			4.44	%
Securities (b)		6,122,745		55,497			3.65			5,244,359		56,395			4.34
Federal Home Loan and Federal Reserve Bank stock		142,595		881			2.48			143,874		832			2.32
Interest-bearing deposits		67,480		32			0.19			212,172		123			0.23
Loans held for sale		68,362		657			3.85			14,814		177			4.78
Total interest-earning assets		17,821,903		178,446			4.00	%		16,607,109		179,922			4.33	%
Noninterest-earning assets		1,383,932								1,313,712
Total assets	$	19,205,835							$	17,920,821
Liabilities and equity
Interest-bearing liabilities:
Demand deposits	$	2,554,873							$	2,225,819
Savings, checking & money market deposits		8,676,206	$	5,285			0.24	%		8,675,135	$	9,554			0.44	%
Time deposits		2,732,024		9,817			1.45			3,122,527		12,287			1.58
Total deposits		13,963,103		15,102			0.43			14,023,481		21,841			0.62
Securities sold under agreements to repurchase and other short-term borrowings		1,210,234		5,360			1.75			891,344		3,777			1.68
Federal Home Loan Bank advances		1,447,347		4,426			1.21			403,223		3,295			3.23
Long-term debt		473,602		5,367			4.53			568,868		6,273			4.41
Total borrowings		3,131,183		15,153			1.92			1,863,435		13,345			2.85
Total interest-bearing liabilities		17,094,286		30,255			0.71	%		15,886,916		35,186			0.89	%
Noninterest-bearing liabilities		197,224								188,395
Total liabilities		17,291,510								16,075,311
Equity		1,914,325								1,845,510
Total liabilities and equity	$	19,205,835							$	17,920,821
Fully tax-equivalent net interest income				148,191								144,736
Less: tax equivalent adjustments				(3,813	)							(3,823	)
Net interest income			$	144,378							$	140,913
Interest-rate spread							3.29	%							3.44	%
Net interest margin (b)							3.32	%							3.48	%

(a) On a fully tax-equivalent basis.

(b) For purposes of this computation, net unrealized gains on available for sale securities of $46.1 million and $47.5 million as of June 30, 2012 and 2011, respectively, are excluded from the average balance for rate calculations.

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	Six months ended June 30,
	2012								2011
(Dollars in thousands)	Average Balance		Interest (a)			Average Yields			Average Balance		Interest (a)			Average Yields
Assets
Interest-earning assets:
Loans	$	11,348,027	$	242,120			4.25	%	$	11,025,481	$	244,338			4.43	%
Securities (b)		6,042,040		111,177			3.71			5,322,767		113,239			4.29
Federal Home Loan and Federal Reserve Bank stock		143,073		1,757			2.47			143,874		1,663			2.33
Interest-bearing deposits		72,457		62			0.17			137,156		157			0.23
Loans held for sale		60,034		1,155			3.85			25,792		599			4.64
Total interest-earning assets		17,665,631		356,271			4.03	%		16,655,070		359,996			4.33	%
Noninterest-earning assets		1,389,005								1,324,594
Total assets	$	19,054,636							$	17,979,664
Liabilities and equity
Interest-bearing liabilities:
Demand deposits	$	2,495,035							$	2,193,967
Savings, checking & money market deposits		8,652,127	$	11,079			0.26	%		8,659,127	$	20,137			0.47	%
Time deposits		2,771,113		20,079			1.46			3,116,638		24,473			1.58
Total deposits		13,918,275		31,158			0.45			13,969,732		44,610			0.64
Securities sold under agreements to repurchase and other short-term borrowings		1,188,392		9,794			1.63			942,745		7,339			1.55
Federal Home Loan Bank advances		1,353,782		8,990			1.31			478,474		6,650			2.76
Long-term debt		490,359		11,052			4.51			575,188		12,635			4.39
Total borrowings		3,032,533		29,836			1.95			1,996,407		26,624			2.66
Total interest-bearing liabilities		16,950,808		60,994			0.72	%		15,966,139		71,234			0.90	%
Noninterest-bearing liabilities		208,279								192,356
Total liabilities		17,159,087								16,158,495
Equity		1,895,549								1,821,169
Total liabilities and equity	$	19,054,636							$	17,979,664
Fully tax-equivalent net interest income				295,277								288,762
Less: tax equivalent adjustments				(7,531	)							(7,688	)
Net interest income			$	287,746							$	281,074
Interest-rate spread							3.31	%							3.43	%
Net interest margin (b)							3.34	%							3.47	%

(a) On a fully tax-equivalent basis.

(b) For purposes of this computation, net unrealized gains on available for sale securities of $40.9 million and $40.1 million as of June 30, 2012 and 2011, respectively, are excluded from the average balance for rate calculations.

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The following table describes the extent to which changes in interest rates and changes in the volume of interest-earning assets and interest-bearing liabilities have impacted interest income and interest expense during the periods indicated. Information is provided in each category with respect to the impact attributable to changes in volume (change in volume multiplied by prior rate), changes attributable to rates (change in rates multiplied by prior volume) and the total net change. The change attributable to the combined impact of volume and rate has been allocated proportionately to the change due to volume and the change due to rate. The table below is based upon reported net interest income.

	Three months ended June 30,									Six months ended June 30,
	2012 vs. 2011									2012 vs. 2011
	Increase (decrease) due to									Increase (decrease) due to
(In thousands)	Rate			Volume			Total			Rate			Volume			Total
Interest on interest-earning assets:
Loans	$	(5,774	)	$	4,758		$	(1,016	)	$	(5,443	)	$	3,225		$	(2,218	)
Loans held for sale		(41	)		521			480			(27	)		583			556
Investment securities		(7,518	)		6,588			(930	)		(7,369	)		5,463			(1,906	)
Total interest income	$	(13,333	)	$	11,867		$	(1,466	)	$	(12,839	)	$	9,271		$	(3,568	)
Interest on interest-bearing liabilities:
Deposits	$	(6,646	)	$	(93	)	$	(6,739	)	$	(13,287	)	$	(165	)	$	(13,452	)
Borrowings		(5,270	)		7,078			1,808			(3,589	)		6,801			3,212
Total interest expense		(11,916	)		6,985			(4,931	)		(16,876	)		6,636			(10,240	)
Net change in net interest income	$	(1,417	)	$	4,882		$	3,465		$	4,037		$	2,635		$	6,672

Net Interest Income

Net interest income totaled $144.4 million for the three months ended June 30, 2012 compared to $140.9 million for the three months ended June 30, 2011, an increase of $3.5 million. Average interest-earning assets were $1.2 billion higher, while average interest-bearing liabilities were $1.2 billion higher, at June 30, 2012 as compared to June 30, 2011. For the three months ended June 30, 2012, the yield on average interest-earning assets declined by 33 basis points, while the cost of average interest-bearing liabilities declined 18 basis points, compared to the same period in 2011. As a result of the greater decline in the yield of interest-earning assets than the decline in cost on interest-bearing liabilities, the net interest margin declined by 16 basis points to 3.32% for the three months ended June 30, 2012, from 3.48% for the three months ended June 30, 2011.

Net interest income totaled $287.7 million for the six months ended June 30, 2012 compared to $281.1 million for the six months ended June 30, 2011, an increase of $6.6 million. Average interest-earning assets were $1.0 billion higher, while average interest-bearing liabilities were $1.0 billion higher, at June 30, 2012 as compared to June 30, 2011. For the six months ended June 30, 2012, the yield on average interest-earning assets declined by 30 basis points, while the cost of average interest-bearing liabilities declined 18 basis points, compared to the same period in 2011. As a result of the greater decline in the yield of interest-earning assets than the decline in cost on interest-bearing liabilities, the net interest margin declined by 13 basis points to 3.34% for the six months ended June 30, 2012, from 3.47% for the six months ended June 30, 2011.

Since net interest income is affected by changes in interest rates, loan and deposit pricing strategies, competitive conditions, the volume and mix of interest-earning assets and interest-bearing liabilities as well as the level of non-performing assets, Webster manages the risk of changes in interest rates on its net interest income through an Asset/Liability Management Committee and through related interest rate risk monitoring and management policies. See the “Asset/Liability Management and Market Risk” section for further discussion of Webster’s interest rate risk position.

Interest Income

Interest income decreased $1.5 million, or 0.8%, to $174.6 million for the three months ended June 30, 2012 as compared to the three months ended June 30, 2011. The decrease in the average yield of 33 basis points was due to a lower interest rate environment and was partially offset by an increase in average interest earning assets of $1.2 billion. The average loan portfolio, excluding loans held for sale, increased by $428.8 million for the three months ended June 30, 2012, compared to the three months ended June 30, 2011. Average securities increased by $878.3 million for the three months ended June 30, 2012, compared to the three months ended June 30, 2011. The 33 basis point decrease in the average yield earned on interest-earning assets for the three months ended June 30, 2012 to 4.00% compared to 4.33% for the three months ended June 30, 2011 is a result of a lower rate environment, the repayment of higher yielding loans, the origination of lower yielding loans, and the purchase of lower yielding securities.

54

Interest income decreased $3.6 million, or 1.0%, to $348.7 million for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011. The decrease in the average yield of 30 basis points was due to a lower interest rate environment and was partially offset by an increase in average interest earning assets of $1.0 billion. The average loan portfolio, excluding loans held for sale, increased by $322.5 million for the six months ended June 30, 2012, compared to the six months ended June 30, 2011. Average securities increased by $719.3 million for the six months ended June 30, 2012, compared to the six months ended June 30, 2011. The 30 basis point decrease in the average yield earned on interest-earning assets for the six months ended June 30, 2012 to 4.03% compared to 4.33% for the six months ended June 30, 2011 is a result of a lower rate environment, the repayment of higher yielding loans, the origination of lower yielding loans, and the purchase of lower yielding securities.

The loan portfolio yield decreased 21 and 18 basis points, respectively, to 4.23% and 4.25%, respectively, for the three and six months ended June 30, 2012 and comprised 64.2% of the average interest-earning assets at June 30, 2012, compared to the loan portfolio yield of 4.44% and 4.43%, respectively, which comprised 66.2% of the average interest-earning assets at June 30, 2011. Additionally, the yield on investment securities decreased 69 and 58 basis points, respectively, to 3.65% and 3.71%, respectively, for the three and six months ended June 30, 2012 and comprised 34.2% of average interest-earning assets at June 30, 2012, compared to the yield on investment securities of 4.34% and 4.29%, respectively, for the three and six months ended June 30, 2011 which comprised 32.0% of the average interest-earning assets at June 30, 2011. All other interest-earning assets comprised 1.6% and 1.8% of the average interest-earning assets at June 30, 2012 and 2011, respectively.

Interest Expense

Interest expense for the three months ended June 30, 2012 decreased $4.9 million, or 14.0%, to $30.3 million as compared to the three months ended June 30, 2011. The cost of average interest-bearing liabilities was 0.71% for the three months ended June 30, 2012 a decrease of 18 basis points compared to 0.89% for the three months ended June 30, 2011. The decrease was primarily due to the decline in the cost of deposits to 0.43% for the three months ended June 30, 2012, from 0.62% for the three months ended June 30, 2011, and the cost of borrowings to 1.92% for the three months ended June 30, 2012, from 2.85% for the three months ended June 30, 2011.

Interest expense for the six months ended June 30, 2012 decreased $10.2 million, or 14.4%, to $61.0 million as compared to the six months ended June 30, 2011. The cost of average interest-bearing liabilities was 0.72% for the six months ended June 30, 2012 a decrease of 18 basis points compared to 0.90% for the six months ended June 30, 2011. The decrease was primarily due to the decline in the cost of deposits to 0.45% for the six months ended June 30, 2012, from 0.64% for the six months ended June 30, 2011, and the cost of borrowings to 1.95% for the six months ended June 30, 2012, from 2.66% for the six months ended June 30, 2011.

Provision for Loan and Lease Losses

The provision for loan and lease losses was $5.0 million and $9.0 million for the three and six months ended June 30, 2012, respectively, there was no change between the three months ended June 30, 2012 and 2011, while there was a decrease of $6.0 million for the six months ended June 30, 2012 compared to $15.0 million for the six months ended June 30, 2011. The decrease in the provision is generally due to management’s evaluation of the level of inherent losses in Webster’s existing loan portfolio. For the three and six months ended June 30, 2012, total net charge-offs were $16.5 million and $43.7 million, respectively, compared to $21.7 million and $55.4 million, respectively, for the three and six months ended June 30, 2011.

Management performs a quarterly review of the loan portfolio to determine the adequacy of the allowance for loan and lease losses. Several factors influence the amount of the provision, including loan growth, portfolio composition, credit performance changes in the levels of non-performing loans, net charge-offs and the general economic environment. At June 30, 2012, the allowance for loan and lease losses totaled $198.8 million or 1.72% of total loans and leases compared to $233.5 million or 2.08% of total loans and leases at December 31, 2011. See the “Allowance for Loan and Lease Losses Methodology” section for further details.

Non-Interest Income

Total non-interest income was $47.4 million and $91.3 million, respectively, for the three and six months ended June 30, 2012, an increase of $1.2 million from the comparable periods in 2011. The $1.2 million increase for the three and six months ended June 30, 2012 is primarily attributable to growth in mortgage banking activities offset partially by lower deposit service and loan related fees.

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The following is a summary of non-interest income by major category for the three and six months ended June 30, 2012 and 2011:

	Three months ended June 30,				Increase (decrease)						Six months ended June 30,					Increase (decrease)
(In thousands)	2012		2011		Amount			Percent			2012		2011			Amount			Percent
Non-Interest Income:
Deposit service fees	$	23,719	$	26,095	$	(2,376	)		(9.1	)%	$	47,082	$	51,435		$	(4,353	)		(8.5	)%
Loan related fees		3,565		5,590		(2,025	)		(36.2	)		8,434		10,033			(1,599	)		(15.9	)
Wealth and investment services		7,249		7,454		(205	)		(2.8	)		14,470		14,176			294			2.1
Mortgage banking activities		3,624		1,234		2,390			193.7			8,007		2,487			5,520			222.0
Increase in cash surrender value of life insurance policies		2,561		2,576		(15	)		(0.6	)		5,078		5,109			(31	)		(0.6	)
Net loss on trading securities		—		—		—			—			—		(1,799	)		1,799			100.0
Net gain on sale of investment securities		2,537		1,647		890			54.0			2,537		3,823			(1,286	)		(33.6	)
Other income		4,098		1,593		2,505			157.3			5,731		4,841			890			18.4
Total non-interest income	$	47,353	$	46,189	$	1,164			2.5	%	$	91,339	$	90,105		$	1,234			1.4	%

Deposit Service Fees. Deposit service fees were $23.7 million and $47.1 million for the three and six months ended June 30, 2012, respectively, a decrease of $2.4 million and $4.4 million from the comparable 2011 periods, primarily due to the Durbin amendment’s reduction of debit card interchange rates that went into effect during the fourth quarter of 2011.

Loan Related Fees. Loan related fees were $3.6 million and $8.4 million for the three and six months ended June 30, 2012, respectively, a decrease of $2.0 million and $1.6 million from the comparable 2011 periods, respectively, due to a decreased volume of prepayment fees and increased mortgage servicing right amortization.

Mortgage Banking Activities. Mortgage banking activities net revenue was $3.6 million and $8.0 million for the three and six months ended June 30, 2012, respectively, an increase of $2.4 million and $5.5 million from the comparable 2011 periods, due to an increase in the volume of mortgage loans sold combined with favorable pricing in the secondary markets as well as a positive fair value adjustment on mortgage banking derivatives in the three and six months ended June 30, 2012 as compared to a negative fair value adjustment in the three and six months ended June 30, 2011.

Other. Other non-interest income was $4.1 million and $5.7 million for the three and six months ended June 30, 2012, respectively, compared to $1.6 million and $4.8 million for the three and six months ended June 30, 2011, respectively. The increase of $2.5 million for the three months ended June 30, 2012 as compared to the three months ended June 30, 2011 is primarily due to an increase in positive fair value adjustments on treasury derivatives related to increased client swap activity. The $0.9 million increase for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011 is due to positive fair value adjustments on treasury derivatives related to increased client swap activity, partially offset by a net impairment loss of $0.2 million on the Company’s investments in private equity funds during the six months ended June 30, 2012, as compared to a net gain of $1.4 million for the six months ended June 30, 2011.

Non-Interest Expense

Total non-interest expense was $127.2 million and $255.0 million, respectively, for the three and six months ended June 30, 2012, a decrease of $4.9 million and $6.2 million from the comparable periods in 2011, which is reflective of the Company’s continued focus on expense control.

The following is a summary of non-interest expense by major category for the three and six months ended June 30, 2012 and 2011:

	Three months ended June 30,				Increase (decrease)						Six months ended June 30,				Increase (decrease)
	2012		2011		Amount			Percent			2012		2011		Amount			Percent
(In thousands)
Non-Interest Expense:
Compensation and benefits	$	63,587	$	65,592	$	(2,005	)		(3.1	)%	$	132,206	$	132,604	$	(398	)		(0.3	)%
Occupancy		12,578		12,856		(278	)		(2.2	)		25,460		27,591		(2,131	)		(7.7	)
Technology and equipment		16,021		15,134		887			5.9			31,603		30,526		1,077			3.5
Intangible assets amortization		1,397		1,397		—			—			2,794		2,794		—			—
Marketing		5,094		4,252		842			19.8			9,194		9,772		(578	)		(5.9	)
Professional and outside services		3,387		2,813		574			20.4			6,079		5,243		836			15.9
Deposit insurance		5,723		5,918		(195	)		(3.3	)		11,432		11,699		(267	)		(2.3	)
Litigation		—		194		(194	)		(100.0	)		—		486		(486	)		(100.0	)
Other expense		19,392		23,905		(4,513	)		(18.9	)		36,224		40,471		(4,247	)		(10.5	)
Total non-interest expense	$	127,179	$	132,061	$	(4,882	)		(3.7	)%	$	254,992	$	261,186	$	(6,194	)		(2.4	)%

Compensation and Benefits. Compensation and benefits expense was $63.6 million and $132.2 million for the three and six months ended June 30, 2012, respectively, a decrease of $2.0 million and $0.4 million from the comparable 2011 periods. The decrease is due to lower group insurance due to a decrease in the cost of claims, in addition to a decrease in 401k expense due to amendment to the Company 401(k) Plan which resulted in reduced Company matching contributions, as well as an increase in deferred compensation related to an increase in volume of loan originations.

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Occupancy. Occupancy expense was $12.6 million and $25.5 million for the three and six months ended June 30, 2012, respectively, a decrease of $0.3 million and $2.1 million from the comparable 2011 periods, primarily due to the net reduction of 14 branches since the beginning of 2011.

Technology and Equipment. Technology and equipment expense was $16.0 million and $31.6 million for the three and six months ended June 30, 2012, respectively, an increase of $0.9 million and $1.1 million from the comparable 2011 periods, reflective of an increase in technology service contracts related to the Company’s data center co-location initiative (i.e. the migration of IT applications to third-party hosted data centers).

Other. Other non-interest expense was $19.4 million and $36.2 million for the three and six months ended June 30, 2012, respectively, a decrease of $4.5 million and $4.2 million from the comparable periods primarily attributable to an increase in gain on sale of foreclosed and repossessed assets in 2012 as compared to write downs to expedite the sale of OREO inventory in 2011, offset by $1.1 million in expense related to the Subordinated Notes Tender Offer and $2.5 million in prepayment penalties related to the prepayment of FHLB advances.

Income Taxes

During the three and six months ended June 30, 2012, Webster recognized income tax expense of $18.3 million and $34.9 million, respectively, applicable to the $59.6 million and $115.1 million, respectively, of pre-tax income from continuing operations. In the comparable 2011 periods, Webster recognized income tax expense of $15.9 million and $28.2 million, respectively, applicable to the $50.0 million and $95.0, respectively, million of pre-tax income from continuing operations.

The $18.3 million and $34.9 million of tax expense for the three and six months ended June 30, 2012, respectively, and the effective tax rates of 30.8% and 30.3%, respectively, reflect (i) the application of an estimated annual effective tax rate of 30.8% for the full year 2012 to the pre-tax income for the six months ended June 30, 2012; and (ii) the recognition of a $0.7 million state tax benefit ($0.5 million, net of U.S. effects) in the three months ended March 31, 2012 related to the resolution of uncertain tax positions in specific tax jurisdictions during the three months ended June 30, 2012.

In the comparable 2011 periods, the $15.9 million and $28.2 million of tax expense for the three and six months ended June 30, 2011, and the effective tax rates for those periods of 31.7% and 29.7%, respectively, reflect (i) the application of an estimated annual effective tax rate of 29.5% for the full year 2011 to the pre-tax income for the six months ended June 30, 2011; and (ii) the recognition of state tax benefits of $0.2 million, net of U.S. effects, for the six months ended June 30, 2011 ($0.9 million expense specific to the three months ended June 30, 2011 and $0.7 million benefit specific to the three months ended March 31, 2011).

The increase in the estimated annual effective tax rate from 29.5% in 2011 to 30.8% in 2012 is primarily due to the increase in estimated pre-tax income and the reduced benefit of tax-exempt income, relative to pre-tax income.

For more information on Webster’s income taxes, see Note 6 – Income Taxes of the Notes to the Condensed Consolidated Financial Statements contained elsewhere in this report and Note 7 of the Notes to Consolidated Financial Statements for the year ended December 31, 2011, included in the Company’s 2011 Form 10-K.

Business Segment Results

Webster’s operations are divided into four business segments that represent its core businesses – Commercial Banking, Retail Banking, Consumer Finance and Other. Other includes Health Savings Accounts HSA Bank and Private Banking. These segments reflect how executive management responsibilities are assigned by the chief executive officer for each of the core businesses, the products and services provided, and the type of customer served, and they reflect the way that financial information is currently evaluated by management. The Company’s Treasury unit is included in the Corporate and Reconciling category along with the results of discontinued operations, the Consumer Liquidating portfolio and the amounts required to reconcile profitability metrics to GAAP reported amounts. As of January 1, 2012 the Company changed the allocation of FDIC insurance expense to conform to the change in the FDIC insurance assessment system from one that is based on domestic deposits to one that is based on average consolidated total assets minus average tangible equity which took effect in 2011. The 2011 business segment results have been adjusted for comparability to the 2012 segment presentation.

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Webster’s business segments results are intended to reflect each segment as if it were a stand-alone business. The following tables present the results for Webster’s business segments for the three and six months ended June 30, 2012 and 2011 and incorporate the allocation of the provision for loan and lease losses and income tax expense to each of Webster’s business segments for the periods then ended:

	Three months ended June 30,				Six months ended June 30,
(In thousands)	2012		2011		2012		2011
Net income:
Commercial Banking	$	22,499	$	19,351	$	41,358	$	32,508
Retail Banking		9,267		4,948		15,282		10,126
Consumer Finance		3,326		2,768		12,339		4,865
Other		3,608		1,522		6,110		2,767
Total Business Segments		38,700		28,589		75,089		50,266
Corporate and Reconciling		2,540		5,595		5,089		18,498
Net income attributable to Webster Financial Corporation	$	41,240	$	34,184	$	80,178	$	68,764

Webster uses an internal profitability reporting system to generate information by operating segment, which is based on a series of management estimates and allocations regarding funds transfer pricing, the provision for loan and lease losses, non-interest expense, income taxes and equity capital. These estimates and allocations, certain of which are subjective in nature, are continually being reviewed and refined. Changes in estimates and allocations that affect the reported results of any operating segment do not affect the consolidated financial position or results of operations of Webster as a whole.

The Company uses a matched maturity funding concept, also known as coterminous funds transfer pricing (“FTP”), to allocate interest income and interest expense to each business while also transferring the primary interest rate risk exposures to the Corporate and Reconciling category. The allocation process considers the specific interest rate risk and liquidity risk of financial instruments and other assets and liabilities in each line of business. The “matched maturity funding concept” considers the origination date and the earlier of the maturity date or the repricing date of a financial instrument to assign an FTP rate for loans and deposits originated each day. Loans are assigned an FTP rate for funds “used” and deposits are assigned an FTP rate for funds “provided.” From a governance perspective, this process is executed by the Company’s Financial Planning and Analysis division, and the process is overseen by the Company’s Asset-Liability Committee.

Webster attributes the provision for loan and lease losses to each segment based on management’s estimate of the inherent loss content in each of the specific loan portfolios. Provision expense, for certain elements of risk that are not deemed specifically attributable to a business segment, such as environmental factors and provision for the consumer liquidating portfolio, are shown as other reconciling. For the three and six months ended June 30, 2012, 65.6% and 59.5% of the provision expense, respectively, is specifically attributable to business segments and reported accordingly. For the three and six months ended June 30, 2011, 45.1% and 86.5% of the provision expense, respectively, is specifically attributable to business segments and reported accordingly.

Webster allocates a majority of non-interest expense to each business segment using a full-absorption costing process. Costs, including corporate overhead, are analyzed, pooled by process and assigned to the appropriate business segment. Income tax expense is allocated to each business segment based on the effective income tax rate for the period shown.

The full profitability measurement reports which are prepared for each operating segment reflect non-GAAP reporting methodologies. The differences between the full profitability and GAAP measures are reconciled in the Corporate and Reconciling category.

Commercial Banking

The Commercial Banking segment includes middle market, asset-based lending, commercial real estate, equipment finance, and government and institutional banking. Webster’s Commercial Banking group takes a direct relationship approach to providing lending, deposit and cash management services to middle market companies in its franchise territory. Additionally, it serves as a primary referral source to Private Banking and Retail Banking.

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Commercial Banking Results:

	Three months ended June 30,						Six months ended June 30,
(In thousands)	2012			2011			2012			2011
Net interest income	$	45,575		$	41,657		$	89,483		$	81,299
Benefit for loan and lease losses		(4,529	)		(9,116	)		(5,439	)		(7,241	)
Net interest income after provision		50,104			50,773			94,922			88,540
Non-interest income		7,281			6,663			14,174			12,689
Non-interest expense		24,916			29,337			49,727			54,979
Income before income taxes		32,469			28,099			59,369			46,250
Income tax expense		9,970			8,748			18,011			13,742
Net income	$	22,499		$	19,351		$	41,358		$	32,508

	At June, 30, 2012		At December  31, 2011
Total assets	$	4,631,216	$	4,359,405
Total loans		4,545,903		4,289,354
Total deposits		2,161,346		2,396,990

Net interest income increased $3.9 million and $8.2 million in the three and six months ended June 30, 2012 from the comparable period in 2011. The increase is primarily due to wider loan spreads reflecting continuing lower cost of funds, greater loan volumes; greater FASB related deferred fees, and an increase in non-interest bearing deposit balances. The benefit for loan and lease losses decreased $4.6 million and $1.8 million for the three and six months ended June 30, 2012 from the comparable period in 2011. Webster continues to provide for losses within the lending portfolios although the provision is significantly below portfolio charge-offs. The change in provision is primarily due to management’s evaluation of the level of inherent losses in this segment’s existing book of business and management’s belief in the adequacy of the overall reserve levels. Non-interest income increased $0.6 million and $1.5 million in the three and six months ended June 30, 2012 from the comparable period in 2011, due to increased revenues from interest rate management services. Non-interest expense decreased $4.4 million and $5.3 million in the three and six months ended June 30, 2012 from comparable period in 2011, as a result of lower foreclosure and repossessed asset expenses net of write-downs on foreclosed properties. Loans increased $256.5 million from December 31, 2011 primarily due to new originations. Total deposits decreased $235.6 million for the period ended June 30, 2012, compared to December 31, 2011 reflecting lower government and institutional banking deposit balances.

Retail Banking

Retail Banking serves consumers and small businesses primarily throughout southern New England and into Westchester County, New York, with a distribution network of 167 banking offices and 464 ATMs, and a full range of internet and mobile banking services. Retail Banking includes Webster’s branch network, Consumer deposits, Business and Professional Banking (“BPB), Webster Investment Services (“WIS”) and the Customer Care Center.

BPB offers credit and deposit-related products targeted to small businesses and professional service firms with annual revenues up to $10 million. This unit works to build full customer relationships through business bankers based in our branches.

WIS offers investment and securities-related services, including brokerage and investment advice through a strategic partnership with LPL Financial (“LPL”). Webster has employees who are LPL registered representatives, located throughout its branch network, offering customers an array of insurance and investment products including stocks and bonds, mutual funds, annuities and managed accounts. Brokerage and online investing services are available for customers. At June 30, 2012, Webster had $2.2 billion of assets under administration in its strategic partnership with LPL compared to $2.0 billion at December 31, 2011. These assets are not included in the Condensed Consolidated Balance Sheets. LPL, a provider of investment and insurance programs in financial institutions’ branches, is a broker dealer registered with the Securities and Exchange Commission, a registered investment advisor under federal and applicable state laws, a member of the Financial Industry Regulatory Authority (“FINRA”), and a member of the Securities Investor Protection Corporation (“SIPC”).

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Retail Banking Results:

	Three months ended June 30,				Six months ended June 30,
(In thousands)	2012		2011		2012		2011
Net interest income	$	58,894	$	57,105	$	115,619	$	111,405
Provision for loan and lease losses		580		5,815		2,144		7,024
Net interest income after provision		58,314		51,290		113,475		104,381
Non-interest income		22,257		25,889		44,194		50,638
Non-interest expense		67,215		69,916		135,733		140,613
Income before income taxes		13,356		7,263		21,936		14,406
Income tax expense		4,089		2,315		6,654		4,280
Net income	$	9,267	$	4,948	$	15,282	$	10,126

	At June, 30, 2012		At December  31, 2011
Total assets	$	1,571,089	$	1,546,457
Total loans		921,335		886,481
Total deposits		10,163,981		10,009,640

Net interest income increased $1.8 million and $4.2 million in the three and six months ended June 30, 2012 from the comparable period in 2011. The increase is a result of improved deposit mix of higher percentage non-interest bearing deposits and reduced deposit costs. The provision for loan and lease losses decreased $5.2 million and $4.9 million for the three and six months ended June 30, 2012 from the comparable period in 2011. Webster continues to provide for losses within the lending portfolios although the provision is significantly below portfolio charge-offs. The change in provision is primarily due to management’s evaluation of the level of inherent losses in this segment’s existing book of business and management’s belief in the adequacy of the overall reserve levels. Non-interest income decreased $3.6 million and $6.4 million in the three and six months ended June 30, 2012 from the comparable period in 2011. The decrease is attributable to a decline in debit card revenues associated with the Durbin amendment’s cap on interchange fees implemented during the fourth quarter of 2011. Non-interest expense decreased $2.7 million and $4.9 million in the three and six months ended June 30, 2012 from the comparable period in 2011. The decrease is primarily attributable to the net reduction of 14 branches since the beginning of 2011. Total loans increased $34.9 million for the period ended June 30, 2012, compared to December 31, 2011. The increase reflects growth in loan originations from both dedicated Business Bankers and the team of Branch Managers who have recently completed Webster’s Business Banking certification program. Total deposits increased $154.3 million for the period ended June 30, 2012 from December 31, 2011 primarily due to the growth in consumer and business core transaction balances.

Consumer Finance

Consumer Finance offers lending solutions for consumers primarily in southern New England and Westchester County, New York. Products include: residential mortgages, home equity loans and lines of credit, unsecured personal loans as well as credit card options.

Consumer Finance Results:

	Three months ended June 30,				Six months ended June 30,
(In thousands)	2012		2011		2012		2011
Net interest income	$	27,051	$	27,022	$	54,074	$	54,270
Provision for loan and lease losses		7,489		5,511		8,994		13,419
Net interest income after provision		19,562		21,511		45,080		40,851
Non-interest income		4,157		2,148		9,879		4,189
Non-interest expense		18,862		19,630		37,246		38,120
Income before income taxes		4,857		4,029		17,713		6,920
Income tax expense		1,531		1,261		5,374		2,056
Income before non-controlling interest		3,326		2,768		12,339		4,864
Non-controlling interest		—		—		—		(1	)
Net income	$	3,326	$	2,768	$	12,339	$	4,865

	At June, 30, 2012		At December
Total assets	$	5,909,865	$	5,869,028
Total loans		5,743,810		5,727,829
Total deposits		42,250		37,115

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Net income improved by $0.6 million and $7.5 million for the three and six months ended June 30, 2012, respectively, from the comparable period in 2011. During this period, net interest income increased $29 thousand for the three months ended June 30, 2012 and decreased $0.2 million for the six months ended June 30, 2012 from the comparable period in 2011. The decrease in net interest income for the six months ended June 30, 2012 is directly related to a slight decrease in loan spreads against a similar level of average earnings assets compared to the six months ended June 30, 2011. The provision for loan and lease losses increased $2.0 million for the three months ended June 30, 2012 and decreased $4.4 million for the six months ended June 30, 2012 from the comparable period in 2011. Webster continues to provide for losses within the lending portfolios although the provision is significantly below portfolio charge-offs. The change in provision is primarily due to management’s evaluation of the level of inherent losses in this segment’s existing book of business and management’s belief in the adequacy of the overall reserve levels. Non-interest income increased $2.0 million and $5.7 million for the three and six months ended June 30, 2012, respectively, from the comparable period in 2011. The increase in non-interest income is related to a combination of balance sheet management strategies and a continued low interest rate environment which increased the amount of mortgage loans sold in the secondary market from the comparable period in 2011. This increased level of loan sales coupled with optimal pricing in the secondary markets resulted in significantly higher gains from loan sales. Non-interest expense decreased $0.8 million and $0.9 million for the three and six months ended June 30, 2012, respectively, from the comparable period in 2011 which is reflective of the Company’s continued focus on expense control. Total loans increased $16.0 million for the period ended June 30, 2012 compared to December 31, 2011, primarily due to a higher level of portfolio loan originations.

Other

Other includes Health Savings Account (HSA) Bank and Private Banking.

HSA Bank is a bank custodian of health savings accounts. These accounts are required for high deductible health plans offered by employers or directly to consumers.

Private Banking provides local full relationship banking that serves high net worth clients, not-for-profit organizations and business clients for asset management, trust, loan and deposit products and financial planning services.

Other Results:

	Three months ended June 30,					Six months ended June 30,
(In thousands)	2012			2011		2012			2011
Net interest income	$	8,379		$	6,028	$	16,298		$	11,674
(Benefit) provision for loan and lease losses		(262	)		45		(340	)		(234	)
Net interest income after provision		8,641			5,983		16,638			11,908
Non-interest income		7,280			6,025		14,414			11,887
Non-interest expense		10,720			9,789		22,282			19,858
Income before income taxes		5,201			2,219		8,770			3,937
Income tax expense		1,593			697		2,660			1,170
Net income	$	3,608		$	1,522	$	6,110		$	2,767

	At June, 30, 2012		At December  31, 2011
Total assets	$	264,882	$	245,554
Total loans		244,142		223,787
Total deposits		1,330,664		1,139,923

Net interest income increased $2.4 million and $4.6 million for the three and six months ended June 30, 2012, respectively, from the comparable period in 2011. Of this amount, deposit growth, account growth and pricing initiatives in HSA resulted in an increase of $2.0 million and $4.0 million for the three and six months ended June 30, 2012, respectively, while higher loan and deposit balances in Private Banking resulted in growth of $0.3 million and $0.6 million for the three and six months ended June 30, 2012. Non-interest income increased $1.3 million and $2.5 million for the three and six months ended June 30, 2012 from the comparable period in 2011. The increase in non-interest income is primarily due to HSA account growth and servicing fee pricing initiatives and, to a lesser extent, fees from increased Private Banking investment accounts and balances. Non-interest expense increased $0.9 million and $2.4 million for the three and six months ended June 30, 2012, respectively, from the comparable period in 2011. The increase in non-interest expense is primarily a result of higher compensation, as a result of doubling the ranks of private bankers, and processing costs primarily due to growth in deposits. Total deposits increased $190.7 million for the period ended June 30, 2012 compared to December 31, 2011, as a result of growth in both HSA and Private Banking. At June 30, 2012 there were approximately $1.9 billion of client assets under management and administration which is consistent with December 31, 2011.

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Reconciliation of reportable segments’ net income to consolidated net income for the periods presented:

	Three months ended June 30,						Six months ended June 30,
(In thousands)	2012			2011			2012			2011
Net income from business segments before income taxes	$	55,883		$	41,610		$	107,788		$	71,513
Adjustments:
Corporate Treasury unit		1,031			4,579			(7,373	)		7,046
Allocation of provision for loan and lease losses		(1,722	)		(2,745	)		(3,641	)		(2,032	)
Allocation of net interest income		5,018			8,027			21,749			22,835
Allocation of non-interest income		1,635			1,494			1,712			2,309
Allocation of non-interest expense		(2,293	)		(2,924	)		(5,142	)		(6,678	)
Total adjustments		3,669			8,431			7,305			23,480
Income from continuing operations before income taxes		59,552			50,041			115,093			94,993
Income tax expense		18,312			15,857			34,915			28,225
Income from continuing operations		41,240			34,184			80,178			66,768
Income from discontinued operations, net		—			—			—			1,995
Less: Net loss attributable to non-controlling interests		—			—			—			(1	)
Net income attributable to Webster Financial Corporation	$	41,240		$	34,184		$	80,178		$	68,764

Financial Condition

Webster had total assets of $19.4 billion at June 30, 2012 and $18.7 billion at December 31, 2011, an increase of $0.7 billion, or 3.8%, primarily due to the increase in loans driven by strong levels of loan originations. In addition, the Company utilized deposit growth to increase its holdings in short-duration agency mortgage-backed securities (“MBS”).

Total loans and leases, net, of $11.3 billion, with allowance for loan and lease losses of $0.2 billion at June 30, 2012 increased $349.3 million when compared to total loans and leases, net of $11.0 billion, with allowance for loan and lease losses of $0.2 billion at December 31, 2011. Total deposits of $14.0 billion at June 30, 2012 increased $317.9 million when compared to total deposits of $13.7 billion at December 31, 2011. Non-interest-bearing deposits increased 5.6% and interest-bearing deposits increased 1.6% during the period due to the Company’s strategic focus to increase transaction accounts and overall pricing discipline. Webster’s loan-to-deposit ratio was 82.6% at June 30, 2012, compared to 82.2% at December 31, 2011.

At June 30, 2012, total equity of $1.9 billion increased $85.8 million when compared to total equity of $1.8 billion at December 31, 2011. Changes in equity for the six months ended June 30, 2012 consisted of increases for net income of $80.2 million and $16.3 million of other comprehensive income primarily related to net unrealized gains on securities available for sale, and decreases for $13.1 million of dividends to common shareholders and $1.2 million of dividends to preferred shareholders. The quarterly cash dividend to common shareholders increased to $0.10 per common share on April 23, 2012 from $0.05 per common share since April 26, 2011. At June 30, 2012, the tangible equity ratio was 7.38% compared to 7.18% at December 31, 2011. See Note 11-Regulatory Matters in the Notes to Condensed Consolidated Financial Statements contained elsewhere in this report for information on Webster’s regulatory capital levels and ratios.

Investment Securities Portfolio

Webster Bank may acquire and hold various types of investment securities in accordance with the guidelines of applicable federal regulations and its internal corporate investment policy. The type of investments that it may invest in include: interest-bearing deposits of federally insured banks, federal funds, U.S. government treasury and agency securities, including MBS and collateralized mortgage obligations (“CMOs”), private issue MBSs and CMOs, commercial mortgage backed securities (“CMBS”), municipal securities, corporate debt, commercial paper, banker’s acceptances, trust preferred securities, mutual funds and, subject to restrictions applicable to federally charted institutions, equity securities. The investment securities portfolio is managed within the regulatory guidelines and corporate policy, which includes limitations on aspects such as concentrations in and type of investment and investment grade, to manage risks associated with investing in securities. While there may be no statutory limit on certain categories of investments, the Office of the Comptroller of the Currency (“OCC”) may establish an individual limit on such investments, if the concentration in such investments presents a safety and soundness concern. In anticipation of pending legislation, as a result of the Dodd-Frank Act, the Company has ceased use of trading securities in its investment securities portfolio.

Webster, either directly or through Webster Bank, maintains through its Corporate Treasury Unit, an investment securities portfolio that is primarily structured to provide a source of liquidity for operating needs, to generate interest income and as a means to balance interest-rate sensitivity. The portfolio is classified into two major categories: available for sale and held-to-maturity. At June 30, 2012, Webster Bank’s portfolio consisted primarily of agency CMOs, MBS and municipal securities in held-to-maturity and agency CMOs, MBS and CMBS in available for sale. Webster and Webster Bank’s combined investment securities portfolio totaled $6.2 billion at June 30, 2012 compared to $5.8 billion at December 31, 2011, an increase of $0.4 billion. The available for sale securities portfolio increased by $0.3 billion, primarily due to new purchases of Agency MBS and CMBS, while the held-to-maturity portfolio increased by $0.1 billion, primarily due to the purchases of longer duration Agency MBS. On a tax-equivalent basis, the yield in the securities portfolio for the six months ended June 30, 2012 and 2011 was 3.71% and 4.29%, respectively.

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During 2012, the Federal Reserve maintained the Fed Funds rate flat, at or below 0.25%, in response to the economic environment. Concerns about the European debt crisis and slowing momentum in the U.S. economy pushed market yields lower during the six months ended June 30, 2012. Credit spreads generally tightened as the prospects for a sustained low interest rate environment drove investors to take more credit risk. Overall, these developments were generally positive for the investment securities portfolio.

A summary of the amortized cost, carrying value, and fair value of Webster’s investment securities, is presented below:

	At June 30, 2012
			Recognized in OCI							Not Recognized in OCI
(Dollars in thousands)	Amortized cost		Gross unrealized gains		Gross unrealized losses			Carrying value		Gross unrealized gains		Gross unrealized losses			Fair value
Available for sale:
U.S. Treasury Bills	$	200	$	—	$	—		$	200	$	—	$	—		$	200
Agency collateralized mortgage obligations (“CMOs”) - GSE		1,617,938		28,974		(569	)		1,646,343		—		—			1,646,343
Corporate debt		112,427		2,165		(30	)		114,562		—		—			114,562
Pooled trust preferred securities (a)		51,738		—		(22,916	)		28,822		—		—			28,822
Single issuer trust preferred securities		66,331		—		(10,822	)		55,509		—		—			55,509
Equity securities-financial institutions (b)		6,232		1,856		(20	)		8,068		—		—			8,068
Mortgage-backed securities (“MBS”) - GSE		906,851		24,054		(820	)		930,085		—		—			930,085
Commercial mortgage-backed securities (“CMBS”)		345,183		31,385		(6,577	)		369,991		—		—			369,991
Total available for sale	$	3,106,900	$	88,434	$	(41,754	)	$	3,153,580	$	—	$	—		$	3,153,580
Held-to-maturity:
Municipal bonds and notes	$	622,703	$	—	$	—		$	622,703	$	33,636	$	(148	)	$	656,191
Agency CMOs - GSE		631,162		—		—			631,162		21,056		—			652,218
MBS - GSE		1,638,235		—		—			1,638,235		93,544		(1,565	)		1,730,214
CMBS		165,146		—		—			165,146		11,377		—			176,523
Private Label MBS		18,980		—		—			18,980		530		—			19,510
Total held-to-maturity	$	3,076,226	$	—	$	—		$	3,076,226	$	160,143	$	(1,713	)	$	3,234,656
Total investment securities	$	6,183,126	$	88,434	$	(41,754	)	$	6,229,806	$	160,143	$	(1,713	)	$	6,388,236

(a) Amortized cost is net of $10.5 million of credit related other-than-temporary impairment at June 30, 2012.

(b) Amortized cost is net of $21.3 million of other-than-temporary impairments at June 30, 2012.

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	At December 31, 2011
			Recognized in OCI							Not Recognized in OCI
(Dollars in thousands)	Amortized cost		Gross unrealized gains		Gross unrealized losses			Carrying value		Gross unrealized gains		Gross unrealized losses			Fair value
Available for sale:
U.S. Treasury Bills	$	200	$	—	$	—		$	200	$	—	$	—		$	200
Agency CMOs - GSE		1,916,372		27,211		(3,341	)		1,940,242		—		—			1,940,242
Pooled trust preferred securities (a)		52,606		—		(23,608	)		28,998		—		—			28,998
Single issuer trust preferred securities		51,027		—		(12,813	)		38,214		—		—			38,214
Equity securities-financial institutions (b)		7,669		1,802		(24	)		9,447		—		—			9,447
MBS - GSE		502,389		25,079		(158	)		527,310		—		—			527,310
CMBS		319,200		22,395		(11,242	)		330,353		—		—			330,353
Total available for sale	$	2,849,463	$	76,487	$	(51,186	)	$	2,874,764	$	—	$	—		$	2,874,764
Held-to-maturity:
Municipal bonds and notes	$	646,358	$	—	$	—		$	646,358	$	30,960	$	(174	)	$	677,144
Agency CMOs - GSE		733,889		—		—			733,889		20,555		—			754,444
MBS - GSE		1,411,008		—		—			1,411,008		98,449		—			1,509,457
CMBS		158,451		—		—			158,451		6,588		—			165,039
Private Label MBS		24,021		—		—			24,021		441		—			24,462
Total held-to-maturity	$	2,973,727	$	—	$	—		$	2,973,727	$	156,993	$	(174	)	$	3,130,546
Total investment securities	$	5,823,190	$	76,487	$	(51,186	)	$	5,848,491	$	156,993	$	(174	)	$	6,005,310

(a) Amortized cost is net of $10.5 million of credit related other-than-temporary impairment at December 31, 2011.

(b) Amortized cost is net of $21.6 million of other-than-temporary impairments at December 31, 2011.

During the three and six months ended June 30, 2012, the Company recorded no write-downs for other-than-temporary impairments of its available for sale securities. The Company held $0.7 billion in investment securities that are in an unrealized loss position at June 30, 2012. Approximately $0.6 billion of this total had been in an unrealized loss position for less than twelve months while the remainder, $0.1 billion, had been in an unrealized loss position for twelve months or longer. The total unrealized loss was $43.5 million at June 30, 2012. These investment securities were evaluated by management and were determined not to be other-than-temporarily impaired. The Company does not have the intent to sell these investment securities, and it is more-likely-than-not that it will not have to sell the security before the recovery of its cost basis. To the extent that changes in interest rates, credit movements and other factors that influence the fair value of investments continue, the Company may be required to record additional impairment charges for other-than-temporary impairment in future periods. At June 30, 2012, one available for sale investment security valued at $2.7 million was placed into a non-accruing status. For additional information on the investment securities portfolio, see Note 2-Investment Securities in the Notes to Condensed Consolidated Financial Statements contained elsewhere in this report.

Webster Bank has the ability to use the investment portfolio, as well as interest-rate financial instruments within internal policy guidelines, to hedge and manage interest-rate risk as part of its asset/liability strategy. See Note 13-Derivative Financial Instruments in the Notes to Condensed Consolidated Financial Statements contained elsewhere in this report for additional information concerning derivative financial instruments.

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Loan and Lease Portfolio

The table below provides the Company’s loan and lease portfolio composition for the following periods:

	At June 30, 2012					At December 31, 2011
(Dollars in thousands)	Amount			%		Amount			%
Residential:
1-4 family	$	3,235,690			28.0	$	3,163,465			28.2
Permanent NCLC		20,165			0.2		21,265			0.2
Construction		39,165			0.3		29,083			0.3
Liquidating construction		1			0.0		1			0.0
Total residential		3,295,021			28.5		3,213,814			28.7
Consumer:
Home equity loans		2,507,974			21.7		2,554,879			22.8
Liquidating portfolio		136,306			1.2		147,553			1.3
Other consumer		39,203			0.3		37,506			0.3
Total consumer loans		2,683,483			23.2		2,739,938			24.4
Commercial:
Commercial non-mortgage		2,076,772			18.0		1,939,629			17.3
Asset-based loans		500,338			4.3		454,078			4.0
Total commercial loans		2,577,110			22.3		2,393,707			21.3
Commercial real estate:
Commercial real estate		2,407,052			20.9		2,274,110			20.3
Commercial construction		114,306			1.0		73,769			0.6
Residential development		33,070			0.3		39,765			0.3
Total commercial real estate		2,554,428			22.2		2,387,644			21.2
Equipment financing loans and leases		413,274			3.6		469,679			4.2
Net unamortized premiums		7,046			0.1		8,132			0.1
Net deferred costs		9,635			0.1		12,490			0.1
Total loans		11,539,997			100.0		11,225,404			100.0
Less: allowance for loan and lease losses		(198,757	)				(233,487	)
Loans and leases, net	$	11,341,240				$	10,991,917

(a) Certain previously reported information has been corrected to reflect the deferment of certain commercial loan fees. For more information refer to Note 1 in the Notes to Consolidated Financial Statements.

Total residential loans were $3.3 billion at June 30, 2012, an increase of $81.2 million from December 31, 2011. The growth in the residential portfolio reflects a continued focus on jumbo mortgage lending. Jumbo mortgages represent 39.8% of the residential mortgage portfolio at June 30, 2012 and jumbo mortgage originations were approximately 49.4% of the total residential loan originations for the six months ended June 30, 2012.

Total consumer loans were $2.7 billion at June 30, 2012, a decrease of $56.5 million from December 31, 2011. The decrease is primarily due to loan repayments and lower originations in the continuing portfolio and a reduction of $11.2 million in the liquidating consumer portfolio as a result of charge offs taken during the six months ended June 30, 2012.

Total commercial loans were $2.6 billion at June 30, 2012, an increase of $183.4 million from December 31, 2011. The growth in commercial loans reflects the impact of funding new originations of $578.5 million in commercial non-mortgage for the six months ended June 30, 2012. Commercial non-mortgage consists of middle market, small business and industry segment banking. Asset-based loans increased $46.3 million from December 31, 2011, reflective of $89.3 million in originations for the six months ended June 30, 2012.

Commercial Real Estate loans were $2.6 billion at June 30, 2012, an increase of $166.8 million from December 31, 2011 as a result of the impact of funding new originations of $411.8 million during the six months ended June 30, 2012.

Equipment Finance loans and leases were $413.3 million at June 30, 2012 a decrease of $56.4 million from December 31, 2011. The decrease primarily reflects pay downs and payoffs from non-core regions.

Commercial Loans with Interest Reserves

At June 30, 2012 and December 31, 2011, there were twelve and six construction-related loans, respectively, employing bank-funded interest reserves. Such reserves are established at the time of loan origination. The decision to establish a loan-funded interest reserve is made during the underwriting process and considers the feasibility of the project, the creditworthiness and

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expertise of the borrower, and the debt coverage provided by the real estate and other pledged collateral. The commitments on these loans totaled $134.9 million and $67.4 million, and the loans had outstanding balances of $36.1 million and $14.9 million at June 30, 2012 and December 31, 2011, respectively. Contractually committed interest reserves for this loan type totaled $6.0 million and $2.2 million at June 30, 2012 and December 31, 2011, respectively. Interest income $0.3 and $0.5 million was recognized during the three and six months ended June 30, 2012, respectively. The twelve loans are performing under the original terms as of June 30, 2012

It is the Company’s policy to recognize income for this interest component as long as the project is progressing as agreed and if there has been no material deterioration in the financial standing of the borrower or the underlying project. Projects are subject to on-site inspections, as provided for in the loan agreements, throughout the life of the project. Inspections and reviews are performed upon a request for funding, which typically occurs every four to eight weeks. If there is monetary or non-monetary loan default, the Company will cease any interest accrual. At June 30, 2012 and December 31, 2011, there were no situations where additional interest reserves were advanced to keep a loan from becoming non-performing.

Asset Quality

Webster’s lending strategy focuses on direct relationship lending within its primary market area as the quality of assets underwritten is an important factor in the successful operation of a financial institution. Non-performing assets, loan delinquency and credit loss levels are considered to be key measures of asset quality. Management strives to maintain asset quality through its underwriting standards, servicing of loans and management of non-performing assets since asset quality is a key factor in the determination of the level of the allowance for loan and lease losses (“ALLL”). See “Allowance for Loan and Lease Losses” contained elsewhere within this section for further information concerning ALLL policy.

Asset Quality Ratios for the following periods:

	At June 30, 2012			At December 31, 2011
Asset Quality Ratios:
Non-accrual and restructured loans as a percentage of total loans and leases		1.47	%		1.68	%
Non-performing assets as a percentage of:
Total assets		0.89			1.03
Total loans and leases plus foreclosed property		1.50			1.72
Net charge-offs as a percentage of average loans and leases (1)		0.77			1.00
Allowance for loan and lease losses as a percentage of total loans and leases		1.72			2.08
Allowance for loan and lease losses to:
Net charge-offs (1)		2.27	x		2.11	x
Non-accrual and non-accrual restructured loans and leases		1.17			1.24

(1) Calculated based on year to date net charge offs, annualized

A summary of net charge-offs to average outstanding loans by category follows:

	Three months ended June 30,						Six months ended June 30,
	2012			2011			2012			2011
Net charge-offs
Residential		0.46	%		0.36	%		0.41	%		0.39	%
Consumer		1.27			1.80			1.22			1.87
Commercial		0.64			0.73			1.39			1.25
Commercial real estate		0.16			0.61			0.47			0.97
Equipment financing		(0.88	)		(0.75	)		(1.20	)		(0.46	)
Total net charge-offs to total average loans and leases		0.58	%		0.79	%		0.77	%		1.00	%

(1) Calculated based on quarter to date and year to date net charge offs, annualized

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Non-performing Assets

The following table details non-performing assets for the periods presented:

	At June 30, 2012				At December 31, 2011
(Dollars in thousands)	Amount (1)		% (2)		Amount (1)		% (2)
Loans:
Residential:
1-4 family	$	72,017		2.23	$	76,249		2.41
Permanent NCLC		4,156		20.61		4,584		21.56
Construction		1,163		2.97		1,219		4.19
Liquidating portfolio - NCLC		—		—		—		—
Total residential		77,336		2.35		82,052		2.55
Consumer:
Home equity loans		22,551		0.90		24,943		0.98
Liquidating portfolio - home equity loans		4,460		3.27		5,091		3.45
Other consumer		65		0.17		116		0.31
Total consumer		27,076		1.01		30,150		1.10
Commercial:
Commercial non-mortgage		29,271		1.41		27,884		1.44
Asset-based loans		262		0.05		1,880		0.41
Total commercial		29,533		1.15		29,764		1.24
Commercial real estate:
Commercial real estate		23,408		0.97		32,197		1.42
Commercial construction		49		0.04		—		—
Residential development		5,982		18.09		6,762		17.01
Total commercial real estate		29,439		1.15		38,959		1.63
Equipment financing loans and leases		5,862		1.42		7,154		1.52
Total non-performing loans and leases (3)	$	169,246		1.47	$	188,079		1.68
Foreclosed and repossessed assets:
Residential and consumer		2,737				2,752
NCLC/Consumer		—				132
Commercial		1,638				2,084
Total foreclosed and repossessed assets	$	4,375			$	4,968
Total non-performing assets	$	173,621			$	193,047

(1) Balances exclude the impact of net deferred costs and unamortized premiums.

(2) Represent the principal balance of non-performing loans and leases as a percentage of the outstanding principal balance within the comparable loan and lease category. The percentage excludes the impact of deferred costs and unamortized premiums.

(3) Includes non-accrual restructured loans and leases of $87.3 million and $76.7 million at June 30, 2012 and December 31, 2011, respectively.

It is Webster’s policy that residential and consumer loans 90 or more days past due are placed on non-accrual status and commercial and commercial real estate loans and equipment financing leases are subject to a detailed review by the Company’s credit risk team when payment is uncertain and a specific determination is made to put a loan or lease on non-accrual status. There are, on occasion, circumstances that cause commercial loans to be placed in the 90 days past due and accruing category, for example, loans that are considered to be well secured and in the process of collection or renewal. See “Delinquent Loans” contained elsewhere within this section for further information concerning loans past due 90 days and still accruing. .

Interest on non-accrual loans at June 30, 2012 and 2011, that would have been recorded as additional interest income for the three and six months ended June 30, 2012 and 2011 had the loans been current in accordance with their original terms approximated $3.8 million and $7.2 million and $4.6 million and $9.8 million, respectively. See Note 1-Summary of Significant Accounting Policies in the Notes to Condensed Consolidated Financial Statements for information on the policy for non-accrual loans.

Impaired Loans and Leases

Loans are considered impaired when, based on current information and events, it is probable the Company will be unable to collect all amounts due in accordance with the original contractual terms of the loan agreement, including scheduled principal and interest payments. Impairment is evaluated on a pooled basis for smaller-balance loans of a similar nature, primarily residential and consumer, and on an individual loan basis depending on risk rating, accrual status and loan size for other loans, primarily residential and consumer loans. Commercial, commercial real estate and equipment financing loans over a specific dollar amount and all troubled debt restructurings (“TDRs”) are evaluated individually for impairment.

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At June 30, 2012, there were 1,234 impaired loans and leases with a recorded investment balance of $414.6 million which included loans and leases of $307.1 million with an impairment allowance of $33.1 million. There were loans and leases of $337.4 million measured using the present value of expected cash flows and $77.2 million measured using the fair value of associated collateral. Approximately 34.0% of the $77.2 million of the collateral dependent loans at June 30, 2012 relied on current third party appraisals to assist in measuring impairment. At December 31, 2011, there were 1,271 impaired loans and leases with a recorded investment balance of $495.3 million which included loans and leases of $338.9 million with an impairment allowance of $46.6 million, There were loans and leases of $404.2 million measured using the present value of expected cash flows and $91.1 million measured using the fair value of associated collateral. Approximately 48.4% of the $91.1 million of the collateral dependent loans at December 31, 2011 relied on current third party appraisals to assist in measuring impairment.

Specific valuation allowances are not necessary for certain impaired loans as a result of either sufficient cash flow or sufficient collateral coverage, or previous charge off amounts that reduced the book value of the loan to an amount equal to or below the fair value of the collateral. General economic conditions influencing cash flow expectations and real estate appraisals impacting fair value of collateral associated with this loan population has remained stable during the period. In addition, there were a number of note payoffs which reduced both the impaired loan balance and specific valuation allowances.

To the extent that the recovery of a loan balance is collateral dependent, the Company obtains an independent appraisal. The appraised value is reduced for selling costs and potentially further for historical experience with foreclosed real estate and repossessed asset sales to determine the estimated fair value of the collateral. Fair value is then compared to the loan balance. Any fair value shortfall is charged against the allowance for loan and lease losses. Since the fair value of the collateral considers selling costs and adjustments for historical experience with foreclosed real estate and repossessed asset sales, charge offs may be incurred that reduce a loan balance below appraised value. Updated appraisals are obtained for a collateral dependent loan upon a borrower credit event (i.e. renewal or modification) or as part of the foreclosure proceedings. For commercial loans, an internal or third party valuation may be used when a loan moves to a substandard classification. Independent appraisals are obtained annually for commercial loans on non-accrual status. New appraisals may not be ordered if the most recent appraisal was obtained in the past twelve months or the loan amount is under $250,000 or other Financial Institutions Reform Recovery and Enforcement Act (“FIRREA”) acceptable real estate evaluations are permitted. Webster’s aims to obtain an appraisal as close to the foreclosure date as possible to ensure compliance with court guidelines, which generally require appraisals not more than 30-90 days old. Appraisals are performed by independent, licensed appraisers. A licensed in-house appraisal officer or qualified reviewer reviews the appraisal for compliance with FIRREA and the Uniform Standards of Professional Appraisal Practice reviews and reports to the risk department the appraisals when there is significant decline in property value, for foreclosed properties, for loans greater than 180 days past due and for loans over a threshold of $4 million for commercial loans and $0.4 million for residential and consumer loans. For certain loans in the equipment financing portfolio, management will look to competitive bids or blue book values to estimate a value of the underlying collateral. Subsequent to an appraisal, it may come to management’s attention that the value has declined further. In cases where this information is deemed reliable, a further impairment is recorded to reflect the reduction, thereby increasing the allowance for loan and lease losses.

Troubled Debt Restructurings

A modified loan is considered a TDR when two conditions are met: 1) the borrower is experiencing financial difficulties and 2) the modification constitutes a concession. Modified terms are dependent upon the financial position and needs of the individual borrower. The Company does not employ modification programs for temporary or trial periods. The most common types of modifications by dollar amount include covenant modifications, forbearance and/or other concessions. If the modification agreement is violated, the loan is handled by the Company’s Restructuring and Recovery group for resolution, which may result in liquidation or foreclosure.

The Company’s policy is to place all consumer loan TDRs on non-accrual status for a minimum period of six months. Commercial TDRs are evaluated on a case-by-case basis for determination of whether or not to place on non-accrual status. Loans qualify for return to accrual status once they have demonstrated performance with the restructured terms of the loan agreement for a minimum of six months. Initially, all TDRs are reported as impaired. Generally, TDRs are classified as impaired loans and TDRs for the remaining life of the loan. Impaired and TDR classification may be removed if the borrower demonstrates compliance with the modified terms for a minimum of six months and through one fiscal year-end and the restructuring agreement specifies a market rate of interest equal to that which would be provided to a borrower with similar credit risk at the time of restructuring. In the limited circumstances that a loan is removed from TDR classification it is the Company’s policy to continue to base its measure of loan impairment on the contractual terms specified by the loan agreement.

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The following tables provide detail of TDR balance and activity for the periods presented:

(In thousands)	At June 30, 2012			At December 31, 2011
Recorded investment of TDRs:
Accrual status	$	315,530		$	367,344
Non-accrual status		87,583			76,968
Total recorded investment	$	403,113		$	444,312
Accruing TDRs performing under modified terms more than one year		88.2	%		76.0	%
TDR specific reserves included in the balance of allowance for loan losses	$	32,630		$	44,847
Additional funds committed to borrowers in TDR status (a)		7,159			7,872

(a) This amount may be limited by contractual rights and/or the underlying collateral supporting the loan or lease.

	Three months ended June 30,						Six months ended June 30,
(In thousands)	2012			2011			2012			2011
TDRs, beginning of period	$	410,550		$	495,152		$	444,312		$	450,151
New TDR status		14,523			23,058			30,200			87,828
Paydowns/draws on existing TDRs, net		(13,829	)		(36,327	)		(25,904	)		(50,909	)
Charge-offs post modification		(4,513	)		(2,916	)		(23,541	)		(7,205	)
Loan sales		—			—			(7,730	)		—
Other reductions (b)		(3,618	)		(213	)		(14,224	)		(1,111	)
TDRs, end of period	$	403,113		$	478,754		$	403,113		$	478,754

(a) This amount may be limited by contractual rights and/or the underlying collateral supporting the loan or lease.

(b) Other reductions include change in TDR status (removal of $3.6 million and $14.0 million A Note structures from TDR status in the three and six months ended June 30, 2012, respectively) and transfers to OREO.

The increase in charge offs during the six months ended June 30, 2012 as compared to the six months ended June 30, 2011 is primarily due to one large commercial credit which was modified in 2011. See Note 3-Loans and Leases in the Notes to Condensed Consolidated Financial Statements for a discussion of the amount of modified loans, modified loan characteristics and Webster’s evaluation of the success of its modification efforts.

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Delinquent loans

The following table sets forth information regarding over 30-day delinquent loans and leases, excluding loans held for sale and non-accrual loans and leases:

	At June 30, 2012				At December 31, 2011
(Dollars in thousands)	Principal Balances  (1)		% (2)		Principal Balances  (1)		% (2)
Residential
1-4 family	$	26,677		0.82	$	22,895		0.72
Permanent NCLC		289		1.43		1,183		5.56
Construction		—		—		283		0.97
Liquidating NCLC		—		—		—		—
Consumer
Home equity loans		21,571		0.86		20,394		0.80
Liquidating portfolio-home equity loans		4,377		3.21		4,538		3.08
Other consumer		592		1.51		453		1.21
Commercial:
Commercial non-mortgage		6,479		0.31		4,619		0.24
Asset-based loans		—		—		—		—
Commercial real estate:
Commercial real estate		3,152		0.13		1,766		0.08
Residential development		—		—		—		—
Equipment financing loans and leases		1,665		0.40		4,800		1.02
Total loans and leases past due 30-89 days	$	64,802		0.56	$	60,931		0.54
Past due 90 days or more and accruing:
Continuing portfolio
Commercial non-mortgage	$	1,074		0.05	$	161		0.01
Commercial real estate		—		—		428		0.02
Residential development		—		—		135		0.34
Total loans past due 90 days and still accruing	$	1,074			$	724
Total over 30-day delinquent loans	$	65,876			$	61,655

(1) Other past due loan and lease balances exclude the impact of deferred costs and unamortized premiums.

(2) Represent the principal balance of past due loans and leases as a percentage of the outstanding principal balance within the comparable loan and lease category. The percentage excludes the impact of deferred costs and unamortized premiums.

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Allowance for Loan and Lease Losses Methodology

The allowance for loan and lease losses and the reserve for unfunded credit commitments are maintained at a level estimated by management to provide for probable losses inherent within the loan portfolio. Probable losses are estimated based upon a quarterly review of the loan portfolio, which includes historic default and loss experience, specific problem loans, risk rating profile, economic conditions and other pertinent factors which, in management’s judgment, warrant current recognition in the loss estimation process. Webster’s Credit Risk Management Committee meets quarterly to review and conclude on the adequacy of the reserves and to present their recommendation to executive management.

Management considers the adequacy of the ALLL a critical accounting policy. The adequacy of the ALLL is subject to considerable assumptions and judgment used in its determination. Therefore, actual losses could differ materially from management’s estimate if actual conditions differ significantly from the assumptions utilized. These conditions include economic factors in Webster’s market and nationally, industry trends and concentrations, real estate values and trends, and the financial condition and performance of individual borrowers. While management believes the ALLL is adequate as of June 30, 2012, actual results may prove different and the differences could be significant.

Webster’s methodology for assessing the appropriateness of the ALLL includes several key elements. The problem loans analyzed and specifically reserved for are identified and segregated from the portfolio. The remaining loans are segmented into pools that are similar in type and risk characteristic. Historic portfolio performance data is collected over time and analyzed to support the segmentation, and to use in the loss estimation process. This data includes risk ratings, historic delinquency, default, and non-accrual data and loss trend information.

Probable losses in the portfolio are estimated by calculating formula allowances for homogeneous pools of loans and specific allowances for impaired loans. The formula allowances are calculated by applying loss factors to the loan pools that are based on historic default and loss rates, internal risk ratings, and other risk-based characteristics. Changes in risk ratings, and other risk factors, for both performing and non-performing loans affect the calculation of the allowances. Loss factors are based on Webster’s default and loss experience, and may be adjusted for significant conditions that, in management’s judgment, affect the collectability of the portfolio as of the evaluation date. The following is considered when determining probable losses: historic loss experience, borrower and facility risk ratings, industry and borrower concentrations, collateral values, portfolio trends, and current market conditions.

The ALLL incorporates the range of probable outcomes as part of the loss estimation process, as well as an estimate of risk not captured in quantitative modeling and methodologies including, for example; imprecision in loss estimate methodologies, asset quality trends, changes in portfolio characteristics and loan mix, volatility in historic loss experience, uncertainty associated with industry trends, the economy and other external factors.

The table below provides, as of the dates indicated, an allocation of the allowance for loan and lease losses by loan type; however, allocation of a portion of the allowance to one category of loans and leases does not preclude its availability to absorb losses in other categories.

(In thousands)	At June 30, 2012		At December 31, 2011		At June 30, 2011
Residential	$	32,063	$	34,565	$	28,476
Consumer		62,237		67,785		82,369
Commercial		48,768		60,681		65,842
Commercial real estate		36,506		45,013		66,286
Equipment financing		5,433		8,943		18,270
Unallocated		13,750		16,500		20,000
Total	$	198,757	$	233,487	$	281,243

At June 30, 2012, the allowance for loan and lease losses was $198.8 million, or 1.72% of the total loan portfolio, and 117.4% of total non-performing loans and leases. This compares with an allowance of $233.5 million or 2.08% of the total loan portfolio, and 124.0% of total non-performing loans and leases at December 31, 2011. Net charge-offs for the three and six months ended June 30, 2012 were $16.5 million and $43.7 million respectively and consisted of $3.8 million and $6.8 million, respectively, in net charges for residential loans, $8.6 million and $16.6 million, respectively, for consumer loans, $4.0 million and $17.2 million, respectively for commercial loans, $1.0 million and $5.8 million, respectively, for commercial real estate loans and net recoveries of $(0.9) million and $(2.7) million, respectively, for equipment financing loans. Net charge-offs decreased by $5.2 million and $12.7 million, respectively, during the three and six months ended June 30, 2012 when compared to charge-offs of $21.7 million and $56.4 million, respectively, for the three and six months ended June 30, 2011. The decrease in charge-off activity reflects lower levels of non-performing loans and improved portfolio performance for the three and six months ended June 30, 2012. The decrease in the allowance for loan and lease losses year over year reflects improved portfolio and economic conditions across all lines of business, effectively reducing probable losses.

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The reserve associated with loans individually evaluated for impairment ALLL balance decreased at June 30, 2012 when compared to December 31, 2011 and June 30, 2011. The reduction in the reserve is primarily due to a decrease in the balance of impaired loans primarily due to note payoffs and improving risk rating profile of the portfolio, coupled with trends in charge-offs, forecasts of probable losses and a stronger sense of stability in the region indicate the Company’s reserve levels are sufficient.

As of June 30, 2012, the reserve allocated to the residential loan portfolio decreased $2.5 million compared to December 31, 2011 and increased $3.6 million compared to June 30, 2011. The decrease from December 31, 2011 is due to a decrease in non-performing loans as a result of the transfer of non-performing loans to held for sale during the three months ended June 30, 2012 as well as a slight decrease in the twelve month loss projection, partially offset by an increase in the residential loan portfolio. The increase from June 30, 2011 is due to an increase in the projected range of loss primarily due to continued high unemployment and weak real estate prices.

The reserve allocated to the consumer portfolio at June 30, 2012 decreased $5.5 million from December 31, 2011 and decreased $20.1 million from June 30, 2011. The decrease from December 31, 2011 and June 30, 2011 is due to reduced levels of delinquencies, non-accruals and charge-offs, partially offset by an increase in the environmental factor applied to the portfolio related to junior lien home equity loans where the Company does not hold the first mortgage.

The reserve allocated to the commercial loan portfolio at June 30, 2012 decreased $11.9 million from December 31, 2011 and decreased $17.1 million from June 30, 2011. The decrease from December 31, 2011 is due to improved portfolio risk ratings which resulted in a decrease in the projected loss range, partially offset by an increase in past due driven by an increase in maturities in the period. The decrease from June 30, 2011 is due to a decrease in non-performing loans and classified loans primarily driven by a large single credit moving to classified rating in the three months ended June 30, 2011 which offset the positive movement in the portfolio in 2011.

The reserve allocated to the commercial real estate portfolio decreased $8.5 million from December 31, 2011 and $29.8 million from June 30, 2011. The decrease from December 31, 2011 is due to a decrease in past due loans as there were no new delinquencies during the six months ended June 30, 2012 and a decline in classified loans which resulted in a reduction in the range of estimated loss at June 30, 2012 as compared to December 31, 2011. The decrease from December 31, 2011 is partially offset by an increase in the portfolio loan balance at June 30, 2012. The decrease from June 30, 2011 is due to improved portfolio risk ratings and reduced levels of non-performing loans, past due loans and net charge offs which resulted in a reduction in the range of estimated loss at June 30, 2012 as compared to June 30, 2011.

As of June 30, 2012, the reserve allocated to the equipment financing portfolio decreased $3.5 million from December 31, 2011 and $12.8 million from June 30, 2011. The decrease from December 31, 2011 is due to a planned decline in the loan portfolio as well as a decline in past due loans and classified assets. There was a significant amount of recoveries in the period, which the Company does not anticipate to continue through the remainder of 2012. The decrease from June 30, 2011 is due to the planned decline in the loan portfolio as well as a decrease in classified assets, in addition to the Company’s use of risk ratings in the equipment financing loss methodology at December 31, 2011 which resulted in a reduced range of loss.

The unallocated portion of the ALLL represents general valuation allowances that are not allocated to a specific loan portfolio. The unallocated portion of the ALLL at June 30, 2012 decreased $2.8 million compared to December 31, 2011 and decreased $6.3 million from June 30, 2011. The decrease from December 31, 2011 and June 30, 2011 is due to continued improvement in the Company’s risk rating accuracy and overall improvements in credit risk management processes in addition to reduced levels of impaired loans with zero reserve balances, combined with a slight improvement in economic factors during the period.

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The following table provides detail of activity in the Company’s allowance for loan and lease losses for the three and six months ended June 30, 2012 and 2011:

	Three months ended June 30, 2012
(In thousands)	Residential			Consumer			Commercial			Commercial Real Estate			Equipment Financing			Unallocated			Total
Allowance for loan and lease losses:
Balance, beginning of period	$	32,039		$	64,263		$	51,003		$	40,187		$	7,796		$	15,000		$	210,288
Provision (benefit) charged to expense		3,840			6,621			1,763			(2,661	)		(3,313	)		(1,250	)		5,000
Losses charged off		(3,952	)		(11,349	)		(5,676	)		(1,066	)		(165	)		—			(22,208	)
Recoveries		136			2,702			1,678			46			1,115			—			5,677
Balance, end of period	$	32,063		$	62,237		$	48,768		$	36,506		$	5,433		$	13,750		$	198,757
Ending balance: individually evaluated for impairment	$	17,086		$	4,568		$	5,761		$	5,652		$	3		$	—		$	33,070
Ending balance: collectively evaluated for impairment	$	14,977		$	57,669		$	43,007		$	30,854		$	5,430		$	13,750		$	165,687

	Three months ended June 30, 2011
(In thousands)	Residential			Consumer			Commercial			Commercial Real Estate			Equipment Financing			Unallocated		Total
Allowance for loan and lease losses:
Balance, beginning of period	$	28,239		$	89,821		$	68,919		$	71,162		$	19,807		$	20,000	$	297,948
Provision (benefit) charged to expense		3,085			5,171			963			(1,517	)		(2,702	)		—		5,000
Losses charged off		(2,967	)		(13,891	)		(5,361	)		(3,765	)		(413	)		—		(26,397	)
Recoveries		119			1,268			1,321			406			1,578			—		4,692
Balance, end of period	$	28,476		$	82,369		$	65,842		$	66,286		$	18,270		$	20,000	$	281,243
Ending balance: individually evaluated for impairment	$	15,132		$	4,166		$	10,039		$	11,533		$	1		$	—	$	40,871
Ending balance: collectively evaluated for impairment	$	13,344		$	78,203		$	55,803		$	54,753		$	18,269		$	20,000	$	240,372

	Six months ended June 30, 2012
(In thousands)	Residential			Consumer			Commercial			Commercial Real Estate			Equipment Financing			Unallocated			Total
Allowance for loan and lease losses:
Balance, beginning of period	$	34,565		$	67,785		$	60,681		$	45,013		$	8,943		$	16,500		$	233,487
Provision (benefit) charged to expense		4,288			11,096			5,279			(2,739	)		(6,174	)		(2,750	)		9,000
Losses charged off		(7,067	)		(21,400	)		(20,670	)		(6,914	)		(799	)		—			(56,850	)
Recoveries		277			4,756			3,478			1,146			3,463			—			13,120
Balance, end of period	$	32,063		$	62,237		$	48,768		$	36,506		$	5,433		$	13,750		$	198,757
Ending balance: individually evaluated for impairment	$	17,086		$	4,568		$	5,761		$	5,652		$	3		$	—		$	33,070
Ending balance: collectively evaluated for impairment	$	14,977		$	57,669		$	43,007		$	30,854		$	5,430		$	13,750		$	165,687

	Six months ended June 30, 2011
(In thousands)	Residential			Consumer			Commercial			Commercial Real Estate			Equipment Financing			Unallocated			Total
Allowance for loan and lease losses:
Balance, beginning of period	$	30,792		$	95,071		$	74,470		$	77,695		$	21,637		$	22,000		$	321,665
Provision (benefit) charged to expense		3,754			13,696			5,107			(690	)		(4,867	)		(2,000	)		15,000
Losses charged off		(6,317	)		(28,879	)		(16,472	)		(11,125	)		(1,547	)		—			(64,340	)
Recoveries		247			2,481			2,737			406			3,047			—			8,918
Balance, end of period	$	28,476		$	82,369		$	65,842		$	66,286		$	18,270		$	20,000		$	281,243
Ending balance: individually evaluated for impairment	$	15,132		$	4,166		$	10,039		$	11,533		$	1		$	—		$	40,871
Ending balance: collectively evaluated for impairment	$	13,344		$	78,203		$	55,803		$	54,753		$	18,269		$	20,000		$	240,372

In addition to the ALLL, the Company maintains a reserve for unfunded credit commitments. The allowance for credit losses analysis includes consideration of the risks associated with unfunded loan commitments. The reserve calculation includes factors that are consistent with ALLL methodology for funded loans using the loss given default, probability of default and a draw down factor driven by the underlying borrower risk grades. The combination of ALLL and unfunded reserves is calculated in a manner to capture the entirety of the underlying business relationship of the customer. The amounts of unfunded commitments and the associated reserves may be subject to fluctuations due to originations, the timing and volume of loan funding, as well as changes in risk ratings. At June 30, 2012, the reserve for unfunded credit commitments was $5.5 million compared to a reserve for unfunded credit commitments of $5.4 million at December 31, 2011.

Sources of Funds

The primary source of Webster Bank’s cash flows, for use in lending and meeting its general operational needs, is deposits. Additional sources of funds are from Federal Home Loan Bank (“FHLB”) advances and other borrowings, loan and mortgage-backed securities repayments, securities sales proceeds and maturities, and earnings. While scheduled loan and securities repayments are a relatively stable source of funds, loan and investment security prepayments and deposit inflows are influenced by prevailing interest rates and local economic conditions and are inherently uncertain.

Deposits

Webster Bank offers a wide variety of deposit products for checking and savings (including: ATM and check card use, direct deposit, ACH payments, combined statements, automated mobile banking services, Internet-based banking, bank by mail as well as overdraft protection via line of credit or transfer from another deposit account) designed to meet the transactional, savings and investment needs of our consumer and business customers throughout 167 banking offices within our primary market area.

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Webster manages the flow of funds in its deposit accounts and provides an assortment of accounts and rates consistent with FDIC regulations. Webster’s Retail Pricing Committee and its Commercial and Institutional Liability Pricing Committee meet regularly to determine pricing and marketing initiatives. Total deposits were $14.0 billion at June 30, 2012 as compared to $13.7 billion at December 31, 2011 and June 30, 2011. Deposits have increased most significantly for health savings accounts and non-interest bearing classifications. See Note 7-Deposits in the Notes to Condensed Consolidated Financial Statements for additional information.

Federal Home Loan Bank and Federal Reserve Bank Stock

The Bank is a member of the Federal Home Loan Bank System, which consists of twelve district Federal Home Loan Banks, each subject to the supervision and regulation of the Federal Housing Finance Agency. Capital stock is required in order for the Bank to access advances and other extensions of credit for liquidity and funding purposes. The capital stock investment is restricted in that there is no market for it, and it can only be redeemed by the Federal Home Loan Bank of Boston (“FHLB”). Based on requirements to hold a certain amount of capital stock for membership and for advances and other extensions of credit, the Bank was required to hold $89.2 million of FHLB stock on June 30, 2012 and $77.9 million on December 31, 2011. At June 30, 2012, the Bank had $91.9 million of capital stock invested in the FHLB. The FHLB most recently declared a cash dividend equal to an annual yield of 0.52% on April 27, 2012.

At June 30, 2012, the Bank had $50.7 million of capital stock invested in the Federal Reserve Bank (FRB). Webster is required to have FRB stock equal to 6% of its capital and surplus of which 50% is paid. The remaining 50% is subject to call when deemed necessary by the Board of Governors of the Federal Reserve System. The capital stock investment is restricted in that there is no market for it, and it can only be redeemed by the FRB. The FRB pays a dividend of 6% annualized.

Borrowings

Total borrowed funds, including long-term debt, increased $235.5 million to $3.2 billion at June 30, 2012 compared to $3.0 billion at December 31, 2011, and $2.0 billion at June 30, 2011. The increase is a result of greater utilization of FHLB advances at lower interest rates somewhat offset by prepayments of long-term debt with higher interest rates. Borrowings represented 16.5% and 15.9% of assets at June 30, 2012 and December 31, 2011, respectively, and 11.5% at June 30, 2011. See Note 8-Securities Sold Under Agreements to Repurchase and Other Short-term Borrowings, Note 9-Federal Home Loan Bank Advances and Note 10-Long-term Debt in the Notes to Condensed Consolidated Financial Statements for additional information.

Liquidity and Capital Resources

Liquidity management allows Webster to meet cash needs at a reasonable cost under various operating environments. Liquidity at Webster and Webster Bank is actively managed and reviewed in order to maintain stable, cost effective funding to promote strength in its balance sheet. Liquidity comes from a variety of sources such as the cash flow from operating activities including principal and interest payments on loans and investments, unpledged securities which can be sold or utilized to secure funding and by the ability to attract new deposits. Webster has a commitment to maintain a strong, increasing base of core deposits to support growth in its loan portfolios.

Webster’s primary sources of liquidity at the parent company level are dividends from Webster Bank, investment income and net proceeds from borrowings, investment sales and capital offerings. The main uses of liquidity are the payment of principal and interest to holders of senior notes and capital securities, the payment of dividends to common and preferred shareholders, repurchases of Webster’s common stock and purchases of available for sale securities. There are certain restrictions on the payment of dividends by Webster Bank to the Company, which are described in the section captioned “Supervision and Regulation” in Item 1 as included in Webster’s 2011 Form 10-K. At June 30, 2012, there were $77.3 million of retained earnings available for the payment of dividends by the Bank to the Company. Webster Bank paid the Company $20.0 million and $90.0 million in dividends during the three and six months ended June 30, 2012.

During the three and six months ended June 30, 2012, a total of 1,628 and 79,663 shares of common stock were repurchased at a cost of approximately $33.9 thousand and $1.7 million respectively. All of the repurchased shares were done in the open market to fund equity compensation plans.

At June 30, 2012 and December 31, 2011, FHLB advances outstanding totaled $1.5 billion and $1.3 billion, respectively. Webster Bank had additional borrowing capacity from the FHLB of approximately $0.9 billion and $1.0 billion at June 30, 2012 and December 31, 2011, respectively. In addition, unpledged securities could have been used to increase borrowing capacity at the FHLB by an additional $2.6 billion at June 30, 2012 or used to collateralize other borrowings, such as repurchase agreements. At June 30, 2012, Webster Bank also had additional borrowing capacity from unused collateral at the Federal Reserve of $0.6 billion. Alternatively, unpledged securities could have been used to increase borrowing capacity at the FRB by an additional $3.2 billion at June 30, 2012

Webster Bank is required by regulations adopted by the OCC to maintain liquidity sufficient to ensure safe and sound operations. Adequate liquidity, as assessed by the OCC, may vary from institution to institution depending on such factors as the overall asset/liability structure, market conditions, competition and the nature of the institution’s deposit and loan customers. At June 30, 2012, Webster Bank exceeded all regulatory requirements.

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Applicable OCC regulations require Webster Bank, as a commercial bank, to satisfy certain minimum leverage and risk-based capital requirements. As an OCC regulated commercial institution, it is also subject to a minimum tangible capital requirement. At June 30, 2012, Webster Bank was in full compliance with all applicable capital requirements and met the FDIC requirements for a “well capitalized” institution. On June 7, 2012, the Federal Reserve Board approved three proposals implementing the Basel III capital standards. The Basel III proposals could fundamentally change how bank calculate their regulatory capital requirements. The proposals would increase the minimum levels of required capital, narrow the definition of capital, and increase the risk weights assets for various asset classes. The Company is still in the process of assessing the impacts of these complex proposals, however, we believe we will continue to exceed all estimated well capitalized regulatory requirements on a fully phased-in basis.

The liquidity position of the Company is continuously monitored and adjustments are made to the balance between sources and uses of funds as deemed appropriate. Management is not aware of any events that are reasonably likely to have a material adverse effect on the Company’s liquidity, capital resources or operations. In addition, management is not aware of any regulatory recommendations regarding liquidity, which if implemented would have a material adverse effect on the Company. Webster has a detailed liquidity contingency plan which is designed to respond to liquidity concerns in a prompt and comprehensive manner. It is designed to provide early detection of potential problems and details specific actions required to address liquidity stress scenarios.

Off-Balance Sheet Arrangements

In the normal course of operations, Webster engages in a variety of financial transactions that, in accordance with GAAP, are not recorded in the financial statements, or are recorded in amounts that differ from the notional amounts. These transactions involve to varying degrees, elements of credit, interest rate and liquidity risk. Such transactions are used for general corporate purposes or for customer needs. Corporate purpose transactions are used to help manage credit, interest rate and liquidity risk or to optimize capital. Customer transactions are used to manage customers’ requests for funding. For the six months ended June 30, 2012, Webster did not engage in any off-balance sheet transactions that would have a material effect on its financial condition.

Asset/Liability Management and Market Risk

An effective asset/liability management process must balance the risks and rewards from both short and long-term interest rate risks in determining management strategy and action. To facilitate and manage this process, Webster has an Asset/Liability Committee (“ALCO”). The primary goal of ALCO is to manage interest rate risk to maximize net income and net economic value over time in changing interest rate environments subject to Board of Director approved risk limits. The Board sets limits for earnings at risk for parallel ramps in interest rates over 12 months of plus and minus 100, 200 and 300 basis points. Economic value or “equity at risk” limits are set for parallel shocks in interest rates of plus and minus 100 and 200 basis points. Based on the historic lows in short-term interest rates as of June 30, 2012 and December 31, 2011, the declining interest rate scenarios for both the earnings at risk for parallel ramps and the equity as risk for parallel shocks have been temporarily suspended per ALCO policy. ALCO also regularly reviews earnings at risk scenarios for non-parallel changes in rates, as well as longer term earnings at risk for up to four years in the future.

Management measures interest rate risk using simulation analyses to calculate earnings and equity at risk. These risk measures are quantified using simulation software from one of the leading firms in the field of asset/liability modeling. Key assumptions relate to the behavior of interest rates and spreads, prepayment speeds and the run-off of deposits. From such simulations, interest rate risk is quantified and appropriate strategies are formulated and implemented.

Earnings at risk is defined as the change in earnings (excluding provision for loan and lease losses and income tax expense) due to changes in interest rates. Interest rates are assumed to change up or down in a parallel fashion and earnings results are compared to a flat rate scenario as a base. The flat rate scenario holds the end of the period yield curve constant over the twelve month forecast horizon. Earnings simulation analysis incorporates assumptions about balance sheet changes such as asset and liability growth, loan and deposit pricing and changes to the mix of assets and liabilities. It is a measure of short-term interest rate risk. Equity at risk is defined as the change in the net economic value of assets and liabilities due to changes in interest rates compared to a base net economic value. Equity at risk analyzes sensitivity in the present value of cash flows over the expected life of existing assets, liabilities and off-balance sheet contracts. It is a measure of the long-term interest rate risk to future earnings streams embedded in the current balance sheet.

Key assumptions underlying the present value of cash flows include the behavior of interest rates and spreads, asset prepayment speeds and attrition rates on deposits. Cash flow projections from the model are compared to market expectations for similar collateral types and adjusted based on experience with Webster Bank’s own portfolio. The model’s valuation results are compared to observable market prices for similar instruments whenever possible. The behavior of deposit and loan customers is studied using historical time series analysis to model future customer behavior under varying interest rate environments.

The equity at risk simulation process uses multiple interest rate paths generated by an arbitrage-free trinomial lattice term structure model. The Base Case rate scenario, against which all others are compared, uses the month-end LIBOR/Swap yield curve as a starting point to derive forward rates for future months. Using interest rate swap option volatilities as inputs, the model creates multiple rate paths for this scenario with forward rates as the mean. In shock scenarios, the starting yield curve is shocked up or down in a parallel fashion. Future rate paths are then constructed in a similar manner to the Base Case.

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Cash flows for all instruments are created using product specific prepayment models and account specific system data for properties such as maturity date, amortization type, coupon rate, repricing frequency and repricing date. The asset/liability simulation software is enhanced with a mortgage prepayment model and a Collateralized Mortgage Obligation database. Instruments with explicit options (i.e., caps, floors, puts and calls) and implicit options (i.e., prepayment and early withdrawal ability) require such a rate and cash flow modeling approach to more accurately quantify value and risk. On the asset side, risk is impacted the most by mortgage loans and mortgage-backed securities, which can typically prepay at any time without penalty and may have embedded caps and floors. On the liability side, there is a large concentration of customers with indeterminate maturity deposits who have options to add or withdraw funds from their accounts at any time. Webster Bank also has the option to change the interest rate paid on these deposits at any time.

Webster’s earnings at risk model incorporates net interest income and non-interest income and expense items, some of which vary with interest rates. These items include mortgage banking income, mortgage servicing rights and derivative mark-to-market adjustments.

Four main tools are used for managing interest rate risk: (1) the size and duration of the investment portfolio, (2) the size and duration of the wholesale funding portfolio, (3) off-balance sheet interest rate contracts and (4) the pricing and structure of loans and deposits. ALCO meets at least monthly to make decisions on the investment and funding portfolios based on the economic outlook, the Committee’s interest rate expectations, the risk position and other factors. ALCO delegates pricing and product design responsibilities to individuals and sub-committees but monitors and influences their actions on a regular basis.

Various interest rate contracts, including futures and options, interest rate swaps and interest rate caps and floors can be used to manage interest rate risk. These interest rate contracts involve, to varying degrees, credit risk and interest rate risk. Credit risk is the possibility that a loss may occur if a counter party to a transaction fails to perform according to the terms of the contract. The notional amount of interest rate contracts is the amount upon which interest and other payments are based. The notional amount is not exchanged; therefore, the notional amounts should not be taken as a measure of credit risk. Assets of $53.3 million and $47.1 million and liabilities of $60.1 million and $59.8 million were recognized for the fair value of these derivatives at June 30, 2012 and December 31, 2011, respectively. See Note 1 – Summary of Significant Accounting Policies and Note 13 – Derivative Financial Instruments in the Notes to Condensed Consolidated Financial Statements contained elsewhere within this report for additional information.

Certain derivative instruments, primarily forward sales of mortgage-backed securities, are utilized by Webster Bank in its efforts to manage risk of loss associated with its mortgage banking activities. Prior to closing and funds disbursement, an interest-rate lock commitment is generally extended to the borrower. During such time, Webster Bank is subject to risk that market rates of interest may change impacting pricing on loan sales. In an effort to mitigate this risk, forward delivery sales commitments are established, thereby setting the sales price.

The following table summarizes the estimated impact that gradual parallel changes in interest rates of 100 and 200 basis points over a twelve month period starting June 30, 2012 and December 31, 2011 might have on Webster’s pre-tax, pre-provision earnings for the subsequent twelve month period, compared to earnings assuming no change in interest rates.

	-200bp		-100bp		+100bp			+200bp
June 30, 2012		N/A		N/A		-0.3	%		+0.1	%
December 31, 2011		N/A		N/A		+1.2	%		+3.4	%

Interest rates are assumed to change up or down in a parallel fashion and net income results are compared to a flat rate scenario as a base. The flat rate scenario holds the end of period yield curve constant over a twelve month forecast horizon. Webster is within policy limits for all scenarios. The flat rate scenario at both the end of 2011 and as of June 30, 2012 assumed a federal funds rate of 0.25%. The decrease in sensitivity to higher rates since year end is primarily due to the purchase of fixed rate investment securities, termination of term fixed rate funding, and reduction in duration of derivatives. As the federal funds rate was at 0.25% on June 30, 2012, the -100 and -200 basis point scenarios have been excluded. The interest rate risk position continues to take advantage of the moderately steep yield curve and extended period of short-term interest rates. Webster is well within policy limits for all scenarios.

Webster can also hold futures and options positions to minimize the price volatility of certain assets held as trading securities. Changes in the market value of these positions are recognized in the Condensed Consolidated Statements of Operations.

The following table summarizes the estimated impact that immediate non-parallel changes in interest rates might have on Webster’s net income for the subsequent twelve month period starting June 30, 2012 and December 31, 2011.

	Short End of the Yield Curve										Long End of the Yield Curve
	-100bp		-50bp		+50bp			+100bp			-100bp			-50bp			+50bp			+100bp
June 30, 2012		N/A		N/A		-2.6	%		-4.8	%		-7.9	%		-3.9	%		+2.9	%		+5.7	%
December 31, 2011		N/A		N/A		-2.2	%		-3.7	%		-9.1	%		-4.5	%		+3.9	%		+7.6	%

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The non-parallel scenarios are modeled with the short end of the yield curve moving up or down 50 and 100 basis points while the long end of the yield curve remains unchanged and vice versa. The short end of the yield curve is defined as terms less than 18 months and the long end as terms of greater than 18 months. Webster’s earnings generally benefits from a fall in short-term interest rates since more new and existing liabilities than assets are tied to short-term rates. The ultimate benefit Webster derives from this mismatch is dependent on the pricing elasticity of its large managed rate core deposit base and the impact of any rate floors on those deposits. An increase in short-term interest rates has the opposite effect on earnings. Webster’s earnings generally benefit from a rise in long-term interest rates since more new and existing assets than liabilities are tied to long-term rates. The decrease in earnings from a fall in long-term rates is typically greater than the increase in earnings from a rise in long-term rates due to the acceleration of asset prepayment activity as rates fall. These results reflect the annualized impact to earnings of immediate rate changes. The actual impact can be uneven during the year especially in the Short End scenarios where asset yields tied to Prime or LIBOR change immediately while certain deposit rate changes take more time. The increase in earnings at risk to the short end of the yield curve moving up is due to the purchase of fixed rate investment securities, termination of term fixed rate funding, and reduction in duration of derivatives. The decrease in earnings at risk to the long end of the yield curve moving down is due primarily to reduced risk from forecast of purchased securities. Webster is within policy for all scenarios.

The following table summarizes the estimated economic value of assets, liabilities and off-balance sheet contracts at June 30, 2012 and December 31, 2011 and the projected change to economic values if interest rates instantaneously increase or decrease by 100

	Book Value		Estimated Economic Value		Estimated Economic Value
					Change
(Dollars in thousands)					-100 BP		+100 BP
June 30, 2012
Assets	$	19,429,749	$	19,451,688		N/A	$	(335,357	)
Liabilities		17,498,201		17,396,532		N/A		(419,596	)
Total	$	1,931,548	$	2,055,156		N/A	$	84,239
Net change as % base net economic value								4.1	%
December 31, 2011
Assets	$	18,714,340	$	18,716,175		N/A	$	(368,271	)
Liabilities		16,868,566		16,781,406		N/A		(409,364	)
Total	$	1,845,774	$	1,934,769		N/A	$	41,093
Net change as % base net economic value								2.1	%

Changes in economic value can be best described using duration. Duration is a measure of the price sensitivity of financial instruments for small changes in interest rates. For fixed rate instruments it can also be thought of as the weighted average expected time to receive future cash flows. For floating rate instruments it can be thought of as the weighted average expected time until the next rate reset. The longer the duration, the greater the price sensitivity for given changes in interest rates. Floating rate instruments may have durations as short as one day and therefore have very little price sensitivity due to changes in interest rates. Increases in interest rates typically reduce the value of fixed rate assets as future discounted cash flows are worth less at higher discount rates. A liability’s value decreases for the same reason in a rising rate environment. A reduction in value of a liability is a benefit, however, as this is an obligation of Webster.

Duration gap is the difference between the duration of assets and the duration of liabilities. A duration gap near zero implies that the balance sheet is matched and would exhibit no change in estimated economic value for a small change in interest rates. Webster’s duration gap was negative 1.1 years at June 30, 2012. At the end of 2011, the duration gap was negative 0.8 years. A negative duration gap implies that liabilities are longer than assets and therefore, they have more price sensitivity than assets and will reset their interest rates slower than assets. Consequently, Webster’s net estimated economic value would increase when interest rates rise as the increased value of liabilities would more than offset the decreased value of assets. The opposite would occur when interest rates fall. Earnings would also generally be expected to increase when interest rates rise and decrease when rates fall over the longer term absent the effects of new business booked in the future. The change in Webster’s duration gap is due to asset duration decreasing from 1.9 years to 1.6 years and liability duration declining from 2.7 years to 2.6 years for the reasons discussed above.

These estimates assume that management does not take any action to mitigate any positive or negative effects from changing interest rates. The earnings and economic values estimates are subject to factors that could cause actual results to differ. Management believes that Webster’s interest rate risk position at June 30, 2012 represents a reasonable level of risk given the current interest rate outlook. Management, as always, is prepared to act in the event that interest rates do change rapidly.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information regarding quantitative and qualitative disclosures about market risk appears under Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, under the caption “Asset/Liability Management and Market Risk”.

ITEM 4. CONTROLS AND PROCEDURES

As of June 30, 2012, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and its Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934). Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2012 for recording, processing, summarizing and reporting the information the Company is required to disclose in the reports it files under the Securities Exchange Act of 1934, within the time periods specified in the SEC’s rules and forms. There was no change in the Company’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Webster is involved in routine legal proceedings occurring in the ordinary course of business. Although the ultimate outcome of any legal matter cannot be predicted with certainty, based on present information and taking into consideration current reserves, we believe that existing litigation matters will not have a material adverse effect on our consolidated financial condition.

ITEM 1A. RISK FACTORS

During the three months ended June 30, 2012, there were no material changes to the risk factors as previously disclosed in Webster’s Annual Report on Form 10-K for the year ended December 31, 2011.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides information with respect to any purchase made by or on behalf of Webster or any “affiliated purchaser”, as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, of shares of Webster common stock.

Period	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares or Warrants Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet Be Purchased under the Plans or Programs (1)
April 1 – 30, 2012		—		—		13,400		2,111,200
May 1-31, 2012		557	$	21.25		23,844		2,111,200
June 1-30, 2012		1,071	$	20.60		—		2,111,200
Total		1,628	$	20.82		37,244		2,111,200

(1) The Company’s current stock repurchase program, which was announced on September 26, 2007, authorized the Company to purchase up to an additional 5% of Webster’s common stock outstanding at the time of authorization, or 2.7 million shares. The program will remain in effect until fully utilized or until modified, superseded or terminated. All 1,628 shares repurchased during the three months ended June 30, 2012 were repurchased outside of the repurchase program in the open market to fund equity compensation plans.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable.

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ITEM 6. EXHIBITS

3.1	Third Amended and Restated Certificate of Incorporation (filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, filed with the SEC on May 2, 2012 and incorporated herein by reference).
3.2	Certificate of Designations establishing the rights of the Company’s 8.50% Series A Non-Cumulative Perpetual Convertible Preferred Stock (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 11, 2008 and incorporated herein by reference).
3.3	Certificate of Designations establishing the rights of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series B (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 24, 2008 and incorporated herein by reference).
3.4	Certificate of Designations establishing the rights of the Company’s Perpetual Participating Preferred Stock, Series C (filed as exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 31, 2009 and incorporated herein by reference).
3.5	Certificate of Designations establishing the rights of the Company’s Non-Voting Perpetual Participating Preferred Stock, Series D (filed as exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 31, 2009 and incorporated herein by reference).
3.6	Bylaws, as amended effective April 26, 2012 (filed as Exhibit 3.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, filed with the SEC on May 2, 2012 and incorporated herein by reference).
10.1	Separation Agreement and General Release by and among the Company, Webster Bank National Association and Jeffery N. Brown, dated April 6, 2012 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 10, 2012 and incorporated herein by reference).*
31.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by the Company’s Chief Executive Officer.
31.2	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by the Company’s Chief Financial Officer.
32.1 +	Written Statement pursuant to 18 U.S.C. § 1350, as created by section 906 of the Sarbanes-Oxley Act of 2002, signed by the Company’s Chief Executive Officer.
32.2 +	Written Statement pursuant to 18 U.S.C. § 1350, as created by section 906 of the Sarbanes-Oxley Act of 2002, signed by the Company’s Chief Financial Officer.
101++	The following materials from the Webster Financial Corporation Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 formatted in eXtensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Operations, (ii) the Condensed Consolidated Balance Sheets, (iii) the Condensed Consolidated Statements of Cash Flows and (iv) related notes, detail tagged.

+ This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

++ As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.

* Material Compensatory plan or arrangement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	WEBSTER FINANCIAL CORPORATION
	Registrant
Date: August 1, 2012	By:	/S/    JAMES C. SMITH
		James C. Smith
		Chairman and Chief Executive Officer
Date: August 1, 2012	By:	/S/    GLENN I. MACINNES
		Glenn I. MacInnes
		Executive Vice President and
		Chief Financial Officer
		(Principal Financial Officer)
Date: August 1, 2012	By:	/S/    GREGORY S. MADAR
		Gregory S. Madar
		Senior Vice President and
		Chief Accounting Officer
		(Principal Accounting Officer)

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EXHIBIT INDEX

3.1	Third Amended and Restated Certificate of Incorporation (filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, filed with the SEC on May 2, 2012 and incorporated herein by reference).
3.2	Certificate of Designations establishing the rights of the Company’s 8.50% Series A Non-Cumulative Perpetual Convertible Preferred Stock (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 11, 2008 and incorporated herein by reference).
3.3	Certificate of Designations establishing the rights of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series B (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 24, 2008 and incorporated herein by reference).
3.4	Certificate of Designations establishing the rights of the Company’s Perpetual Participating Preferred Stock, Series C (filed as exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 31, 2009 and incorporated herein by reference).
3.5	Certificate of Designations establishing the rights of the Company’s Non-Voting Perpetual Participating Preferred Stock, Series D (filed as exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 31, 2009 and incorporated herein by reference).
3.6	Bylaws, as amended effective April 26, 2012 (filed as Exhibit 3.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, filed with the SEC on May 2, 2012 and incorporated herein by reference).
10.1	Separation Agreement and General Release by and among the Company, Webster Bank National Association and Jeffrey N. Brown, dated April 6, 2012 (filed as exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 10, 2012 and incorporated herein by reference).*
31.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by the Company’s Chief Executive Officer.
31.2	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by the Company’s Chief Financial Officer.
32.1 +	Written Statement pursuant to 18 U.S.C. § 1350, as created by section 906 of the Sarbanes-Oxley Act of 2002, signed by the Company’s Chief Executive Officer.
32.2 +	Written Statement pursuant to 18 U.S.C. § 1350, as created by section 906 of the Sarbanes-Oxley Act of 2002, signed by the Company’s Chief Financial Officer.
101++	The following materials from the Webster Financial Corporation Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 formatted in eXtensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Operations, (ii) the Condensed Consolidated Balance Sheets, (iii) the Condensed Consolidated Statements of Cash Flows and (iv) related notes, detail tagged.

+ This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

++ As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.

* Material Compensatory plan or arrangement.

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