Item 8.01. Other Events.

On November 27, 2012, Webster Financial Corporation ("Webster"), the holding company for Webster Bank, N.A., priced its previously announced underwritten public offering of 4,400,000 depositary shares, each representing a 1/1000th interest in a share of its 6.40% Series E Non-Cumulative Perpetual Preferred Stock. In addition, Webster has granted the underwriters a 30-day option to purchase up to an additional 660,000 depositary shares to cover over-allotments. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits.

Exhibit No. Description

99.1 Press release dated November 27, 2012.

---