SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* SMITH JAMES COPENHAVER (Last) (First) (Middle) C/O WEBSTER FINANCIAL CORP 145 BANK STREET (Street) WATERBURY CT 06702 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol WEBSTER FINANCIAL CORP [ WBS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Chairman & Chief Executive Off
	3. Date of Earliest Transaction (Month/Day/Year) 08/20/2007
	4. If Amendment, Date of Original Filed (Month/Day/Year) 08/21/2007	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/20/2007		S(1)		800	D	$43.21	66,726	D
Common Stock	08/20/2007		S(1)		300	D	$43.24	66,426	D
Common Stock	08/20/2007		S(1)		400	D	$43.27	66,026	D
Common Stock	08/20/2007		S(1)		200	D	$43.28	65,826	D
Common Stock	08/20/2007		S(1)		200	D	$43.29	65,626	D
Common Stock	08/20/2007		S(1)		200	D	$43.3	65,426	D
Common Stock	08/20/2007		S(1)		200	D	$43.31	65,226	D
Common Stock	08/20/2007		S(1)		700	D	$43.32	64,526(2)	D
Common Stock								111,000(3)	I	By Grantor Retained Annuity Trust
Common Stock								89,200	I	401(k)/ESOP
Common Stock								62,997	I	Directly by Spouse.
Common Stock								5,698	I	Directly by Spouse IRA
Common Stock								9,546	I	Custody for Children

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option	$31.75							12/15/2000	12/15/2007	Common Stock	44,000		44,000	D
Stock Option	$33.75							04/30/1998	04/30/2008	Common Stock	200,000		200,000	D
Stock Option	$33.875							06/30/1998	06/30/2008	Common Stock	200,000		200,000	D
Stock Option	$24.625							12/07/2002	12/07/2009	Common Stock	44,700		44,700	D
Stock Option	$22.81							10/23/2003	10/23/2010	Common Stock	247,925		247,925	D
Stock Option	$29.84							12/17/2004	12/17/2011	Common Stock	61,975		61,975	D
Stock Option	$34.6							12/16/2003	12/16/2012	Common Stock	62,525		62,525(4)	D
Stock Option	$45.55							12/15/2004	12/15/2013	Common Stock	65,728		65,728(4)	D
Stock Option	$49.62							12/20/2005	12/20/2014	Common Stock	60,707		60,707(4)	D
Stock Option	$47.4							12/20/2006	12/20/2015	Common Stock	47,182		47,182(4)	D
Stock Option	$48.88							12/19/2007	12/19/2016	Common Stock	64,483		64,483(4)	D
Phantom Stock	(5)							(6)	(6)	Common Stock	12,322		12,322	I	By Deferred Compensation Plan

Explanation of Responses:

1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on July 27, 2007.

2. This Form 4 amendment is being filed solely to restate the number of shares of Common Stock held directly by the reporting person. All other information was reported correctly. The direct holdings were incorrectly stated due to a typographical error on the Form 4 filed on 08/21/2007.

3. These shares were previously reported as directly beneficially owned, but were contributed to a grantor retained annuity trust on May 11, 2007.

4. 4 yr. incremental vesting - 25% vests each year for 4 years.

5. Each share of phantom stock represents the right to receive one share of Webster Financial Corporation common stock or the cash value thereof. These shares are held in the Webster Deferred Compensation Plan.

6. Shares of phantom stock are payable in shares or in cash following termination of the reporting person's employment with Webster Financial Corporation.

Remarks:

	Renee P. Seefried by Power of Atty.	10/10/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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