WEBSTER FINANCIAL CORP, POS AM, 1999-12-10

WEBSTER FINANCIAL CORP
POS AM, 1999-12-10
SAVINGS INSTITUTION, FEDERALLY CHARTERED

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 10, 1999
Registration No. 33-65428
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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WEBSTER FINANCIAL CORPORATION
(exact name of registrant as specified in its charter)

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<TABLE>
<S> <C> <C>
Delaware 06-1187536 6022
(State or other jurisdiction (I.R.S. Employer (Primary Standard
of incorporation or organization Identification No.) Industrial Classification Code Number)
</TABLE>

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Webster Plaza, Waterbury, Connecticut 06702, (203) 753-2921
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

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John V. Brennan
Executive Vice President,
Chief Financial Officer And Treasurer
Webster Financial Corporation
Webster Plaza, Waterbury, Connecticut 06702, (203) 578-2335
(Name, address, including zip code, and telephone number, including
area code, of registrant's agent for service)

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Copy to:
Stuart G. Stein, Esq.
Steven E. Ballew, Esq.
Hogan & Hartson L.L.P.
555 13th Street, N.W.
Washington, D.C. 20004
(202) 637-8575

Approximate date of commencement of proposed sale to the public: As soon
as practicable after this registration statement becomes effective.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]

If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [X]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
================================================================================

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PROSPECTUS

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[WEBSTER FINANCIAL CORPORATION GRAPHIC OMITTED]

DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
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The Dividend Reinvestment and Stock Purchase Plan of Webster Financial
Corporation provides owners of shares of Webster's common stock, par value $.01
per share, with a convenient method of investing cash dividends and optional
cash payments in additional shares of the common stock without payment of any
brokerage commission or service charge. A participant in the Plan may purchase
additional shares of common stock from Webster by:

o reinvesting cash dividends paid on shares of common stock; or

o making optional cash purchases subject to a minimum purchase limit of
$100 and a maximum purchase limit of $10,000 per payment date (as
explained below), whether or not the participant's dividends are being
reinvested. Participants, however, may invest amounts in excess of the
$10,000 limit with the prior approval of Webster. See "Description of the
Plan -- Question 17."

Shares of Webster common stock will be purchased either directly from
Webster or in the open market. For shares purchased directly from Webster, the
price to be paid for the common stock will be a price equal to the market price
(as explained below). For shares purchased in the open market, the price to be
paid for common stock will be a price equal to the weighted average price of
the shares purchased. See "Description of the Plan -- Question 12."

To enroll in the Plan, simply complete the enclosed authorization card and
return it in the envelope provided. A broker, bank or other nominee may
reinvest cash dividends and make optional cash payments on behalf of beneficial
owners.

This Prospectus relates to 700,000 authorized and unissued shares of the
common stock registered for sale under the Plan. Participants should retain
this Prospectus for the future reference.

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

THE SECURITIES OFFERED HEREBY ARE NOT DEPOSITS OR SAVINGS ACCOUNTS AND ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.

---------------------

This Prospectus does not constitute an offer to sell or a solicitation of
an offer to buy any of the securities offered hereby in any jurisdiction to any
person to whom it is unlawful to make such an offer or solicitation in such
jurisdiction. No person has been authorized to give any information or to make
any representations, other than those contained in this Prospectus, in
connection with the offering made hereby, and if given or made, such
information or representations must not be relied upon as having been
authorized by Webster. Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any implication that
information herein is correct as of any time subsequent to the date hereof.

THE DATE OF THIS PROSPECTUS IS DECEMBER 10, 1999.

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AVAILABLE INFORMATION

The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended and files annual, quarterly and
special reports, proxy statements and other information with the Securities and
Exchange Commission. You may read and copy any reports, statements or other
information that Webster files with the SEC at the SEC's Public Reference Room
at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information
on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy
and information statements and other information about issuers that file
electronically with the SEC. The address of the SEC's Internet site is
http://www.sec.gov. Webster can be found on the Internet at
http://www.wbst.com. Webster's common stock is traded on the Nasdaq Stock
Market's National Market Tier under the trading symbol WBST.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed with the Commission by Webster are
incorporated by reference in this Prospectus as of their respective filing
dates: (1) Annual Report on Form 10-K for the year ended December 31, 1998,
filed pursuant to the Exchange Act; (2) Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999, filed pursuant to the Exchange Act; (3)
Quarterly Report on Form 10-Q for the quarter ended June 30, 1999, filed
pursuant to the Exchange Act; (4) Current Report on Form 8-K dated July 13,
1999, filed pursuant to the Exchange Act; (5) Quarterly Report on Form 10-Q for
the quarter ended March 31, 1999, filed pursuant to the Exchange Act; (6)
Current Report on Form 8-K dated May 6, 1999, filed pursuant to the Exchange
Act; (7) Current Report on Form 8-K dated April 9, 1999, filed pursuant to the
Exchange Act; (8) Current Report on Form 8-K dated February 25, 1999, filed
pursuant to the Exchange Act; and (9) the "Description of Registrant's
Securities to be Registered" set forth under Item 1 in Webster's Registration
Statement on Form 8-A dated December 2, 1986, filed pursuant to Section 12(g)
of the Exchange Act, including all reports updating such description.

In addition, all reports subsequently filed by Webster pursuant to
Sections 13(a) and (c) of the Exchange Act, any definitive proxy or information
statements filed pursuant to Section 14 of the Exchange Act in connection with
any subsequent stockholders' meeting and any reports filed pursuant to Section
15(d) of the Exchange Act prior to the termination of the offering made hereby
shall be deemed incorporated by reference into this Prospectus and to be a part
hereof.

Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.

Webster will provide without charge to each person to whom this Prospectus
is delivered, on the request of any such person, a copy of any or all of the
foregoing documents incorporated herein by reference, other than exhibits to
such documents (unless such exhibits are specifically incorporated by reference
to the information that this Prospectus incorporates). Written requests should
be directed to: James M. Sitro, Vice President, Investor Relations, Webster
Financial Corporation, Webster Plaza, 145 Bank Street, Waterbury, Connecticut
06720. Telephone requests may be directed to James M. Sitro at (203) 578-2399.

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WEBSTER FINANCIAL CORPORATION

Webster is a Delaware corporation and the holding company of Webster Bank,
Webster's federally chartered savings bank subsidiary. Both Webster and Webster
Bank are headquartered in Waterbury, Connecticut. Deposits at Webster Bank are
insured by the FDIC. Through Webster Bank, Webster currently serves customers
from 125 banking offices, three commercial banking centers and 200 ATMs located
in Hartford, New Haven, Fairfield, Litchfield and Middlesex Counties in
Connecticut. Webster's mission is to help individuals, families and businesses
achieve their financial goals. Webster emphasizes five business lines --
consumer banking, business banking, mortgage banking, trust and investment
services and insurance services -- each supported by centralized administration
and operations. Through a number of recent acquisitions of other financial
service firms, including banks and thrifts, a trust company and an insurance
firm, Webster has established a leading position in the banking and trust and
investment services market in Connecticut.

At September 30, 1999, Webster had total consolidated assets of
$9.0 billion, total deposits of $5.6 billion, and shareholders' equity of
$573 million or 6.37% of total assets. At that date, Webster also had loans
receivable, net of $5.5 billion, which included $3.8 billion in residential
mortgage loans, $499 million in commercial real estate loans, $666 million in
commercial and industrial loans and $498 million in consumer loans, consisting
primarily of home equity loans. At September 30, 1999, nonaccrual loans and
other real estate owned were $37.6 million. At that date, Webster's allowance
for loan losses was $62.8 million, or 194% of nonaccrual loans, and its total
allowance for loan and other real estate owned losses was $63.0 million, or
166% of nonaccrual loans and other real estate owned.

Webster has paid consecutive quarterly cash dividends on its common stock
since 1997. In addition, Webster paid a 10% stock dividend on June 30, 1993 to
stockholders of record on June 4, 1993. Also, Webster declared a two-for-one
stock split in the form of a stock dividend, effective for shareholders of
record on April 6, 1998.

DESCRIPTION OF THE PLAN

THE PLAN

The Plan was adopted by Webster's Board of Directors on June 28, 1993 and
applies to cash dividends paid by Webster and optional cash payments received
from participants on and after the date hereof.

The following questions and answers set forth the provisions of Webster's
Dividend Reinvestment and Stock Purchase Plan. Holders of the common stock who
do not participate in the Plan will continue to receive cash dividends, when
and as declared, in the usual manner. Significant points of the Plan are as
follows:

PURPOSE

1. WHAT IS THE PURPOSE OF THE PLAN?

The Plan provides eligible holders of the common stock with a convenient
method of investing cash dividends and optional cash payments in additional
shares of the common stock without payment of any brokerage commission or
service charge (see Question 20 regarding certain costs of participation). The
Plan is intended to benefit long-term investors who wish to increase their
investment in the common stock.

PARTICIPANT OPTIONS

2. WHAT OPTIONS ARE AVAILABLE TO PARTICIPANTS WHO ENROLL IN THE PLAN?

Eligible holders of the common stock who wish to participate in the Plan
may elect to have cash dividends paid on all or a portion of their shares of
the common stock automatically reinvested in additional shares of the common
stock. Cash dividends are paid on the common stock when and as declared by
Webster's Board of Directors.

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Each February, May, August and November, participants may elect to invest
optional cash payments in additional shares of the common stock, subject to a
minimum purchase limit of $100 and a maximum purchase limit of $10,000 on each
payment date (as explained in Question 16). Participants, however, may invest
amounts in excess of the $10,000 limit with the prior approval of Webster. See
Question 17. Participants may make optional cash payments even if dividends on
the shares of the common stock they hold are not being reinvested.

ADVANTAGES

3. WHAT ARE THE ADVANTAGES OF THE PLAN?

(a) The Plan provides participants with the opportunity to reinvest cash
dividends paid on all or a portion of their shares of common stock in
additional shares of common stock or purchase additional shares through
optional cash payments, subject to minimum and maximum amounts.

(b) No brokerage commissions or service charges are paid by participants
in connection with any reinvestment or purchase of shares under the Plan.

(c) All cash dividends paid on the participants' shares can be fully
invested in additional shares of common stock because the Plan permits
fractional share interests to be credited to Plan accounts. Dividends on such
fractional share interests, as well as on whole shares, will also be reinvested
in additional shares, which will be credited to Plan accounts.

(d) The plan administrator, at no charge to participants, provides for the
safekeeping of stock certificates for shares credited to each Plan account.

(e) Periodic statements reflecting all current activity, including share
purchases and latest Plan account balance, simplify recordkeeping for
participants.

ADMINISTRATION

4. WHO ADMINISTERS THE PLAN FOR PARTICIPANTS?

A Plan Administrator will administer the Plan, keep records, send
statements of account to each participant and perform other duties related to
the Plan. Webster has selected American Stock Transfer and Trust Company to
serve as the plan administrator. Shares purchased for each participant under
the Plan will be held in safekeeping by or through the plan administrator until
such participant terminates its participation in the Plan or until a written
request is received from such participant for issuance of a stock certificate
for all or a portion of its shares as more fully explained in Question 23.
American Stock Transfer and Trust Company also acts as transfer agent and
registrar for the common stock.

Webster may adopt rules and regulations to facilitate administration of
the Plan and has the right to replace the plan administrator at any time.

PARTICIPATION

5. WHO IS ELIGIBLE TO PARTICIPATE?

Two types of stockholders are eligible to be "participants":

o stockholders whose shares of the common stock are registered in their
own names on the stock transfer book of Webster and

o stockholders who beneficially own shares of the common stock that are
registered in a name other than their own (i.e., in the name of a
broker, bank or other nominee).

We refer to the first type of stockholders as "registered owners" and the
second type of stockholders as "beneficial owners." Registered owners may
participate directly in the Plan. To participate in the Plan and reinvest cash
dividends or make optional cash payments, beneficial owners must either become
registered owners by having the shares of common stock transferred into their
own names or make arrangements with their broker, bank or other nominee to
participate in the Plan on their behalf. See Questions 6, 7, 8 and 16.

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The right to participate in the Plan is not transferable to another person
apart from a transfer of a participant's underlying shares of the common stock.
Stockholders who reside in jurisdictions in which it is unlawful for Webster to
permit their participation are not eligible to participate in the Plan. Webster
also reserves the right to exclude stockholders who reside in jurisdictions
that require registration of the common stock or of Webster's officers,
directors or employees as agents in connection with sales pursuant to the Plan.

6. HOW DOES AN ELIGIBLE HOLDER OF THE COMMON STOCK ENROLL IN THE PLAN AND
BECOME A PARTICIPANT?

A registered owner may enroll in the Plan by completing and signing the
enclosed authorization card and returning it to the plan administrator. If a
participant's shares are registered in more than one name (e.g., joint tenants
or trustees), all registered owners of such shares must sign the authorization
card exactly as their names appear on the account registration.

Beneficial owners who wish to participate in the Plan and reinvest cash
dividends or make optional cash payments must instruct their broker, bank or
other nominee to complete and sign the enclosed authorization card and return
it to the plan administrator. In situations where the broker, bank or other
nominee holds shares of a beneficial owner in the name of a major securities
depository, a broker form may also be required to participate in the Plan. See
Questions 7, 8 and 16.

If a stockholder returns a properly executed authorization card to the
plan administrator without electing an investment option, such authorization
card will be deemed to indicate the intention of such stockholder to apply all
cash dividends and optional cash payments toward the purchase of additional
shares of the common stock.

Written requests for additional authorization cards or for broker forms
should be directed to the plan administrator at:

American Stock Transfer & Trust Co.
40 Wall Street, 46th Floor
New York, NY 10005
(800) 278-4353

7. WHAT DO THE AUTHORIZATION CARD AND THE BROKER FORM PROVIDE?

Authorization Card. The authorization card appoints the plan administrator
as agent for the participant and directs Webster to pay to the plan
administrator cash dividends on all or a specified number of shares of the
common stock owned by the participant on the applicable record date, as well as
on all whole shares of the common stock and fractional share interests credited
to a participant's Plan account. The authorization card directs the plan
administrator to purchase additional shares of the common stock with such
dividends and any optional cash payments made by the participant. The
authorization card directs the plan administrator to reinvest automatically all
subsequent dividends. Dividends will continue to be reinvested until the
participant specifies otherwise, terminates its participation, or the Plan is
terminated. See Question 6 for additional information about the authorization
card.

The authorization card provides for the purchase of additional shares of
the common stock through the following investment options:

(1) If "FULL DIVIDEND REINVESTMENT" is elected, the plan administrator
will apply all cash dividends on all shares of the common stock then or
subsequently registered in the participant's name, including all whole and
fractional shares and dividends on all shares, together with any optional
cash payments, toward the purchase of additional shares of the common
stock.

(2) If "PARTIAL DIVIDEND REINVESTMENT" is elected, the plan
administrator will apply all cash dividends on only the number of shares
registered in the participant's name and specified on the authorization
card and all cash dividends on all such shares, together with any optional
cash payments, toward the purchase of additional shares of common stock.

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(3) If "OPTIONAL CASH PAYMENTS ONLY" is elected, the participant will
continue to receive all cash dividends on shares of the common stock
registered in that participant's name in the usual manner, when declared,
and the plan administrator will apply only optional cash payments received
from the participant toward the purchase of additional shares of the common
stock.

Each participant may select any one of these three options. After making
this selection a participant may decide, at any time, to change his or her
selection and receive the cash dividend payment, rather than reinvest it
pursuant to the Plan. To change his or her selection, the participant must
notify the plan administrator that all or part of the participant's shares of
Webster common stock are being withdrawn from the Plan. See Question 23
regarding withdrawal of shares from the Plan and Question 26 regarding
notification of termination to the Plan Administrator.

Broker Form. The broker form provides the only means by which a broker,
bank or other nominee holding shares of a Beneficial Owner in the name of a
major securities depository may invest optional cash payments on behalf of such
beneficial owner. A broker form must be delivered to the plan administrator
each time that such broker, bank or other nominee transmits optional cash
payments on behalf of a beneficial owner. Broker forms will be furnished upon
request to the plan administrator at the address or telephone number specified
in Question 6.

8. WHICH STOCKHOLDERS MAY USE THE AUTHORIZATION CARD?

The authorization card is designed to be used by eligible stockholders
whose shares are registered in their names for the reinvestment of dividends
and for optional cash payments. In addition, the authorization card may be used
by a broker, bank or other nominee as owner of record on behalf of a beneficial
owner for the reinvestment of dividends and for optional cash payments.
However, if a broker, bank or other nominee holds shares of a beneficial owner
in the name of a major securities depository, the authorization card may be
used solely for the reinvestment of dividends, and optional cash payments
through such broker, bank or other nominee must be made through the use of the
broker form. See Question 7.

9. WHEN MAY AN ELIGIBLE STOCKHOLDER ENROLL IN THE PLAN?

Eligible stockholders may enroll in the Plan at any time. Once an
authorization card is received by the plan administrator, participants will
remain enrolled in the Plan until they discontinue their participation or until
the Plan is terminated. See Questions 26 and 33 regarding termination of the
Plan.

10. WHEN IS A PARTICIPANT'S ENROLLMENT IN THE PLAN EFFECTIVE?

For enrollment to be effective with respect to a particular cash dividend,
an authorization card must be received from a stockholder on or before the
record date established for such dividend. If the authorization card is
received after that dividend record date, the reinvestment of dividends will
begin on the next dividend record date, provided that such stockholder is still
an eligible stockholder.

An eligible stockholder may also enroll in the Plan through delivery of an
authorization card and an optional cash payment (and as necessary, a broker
form) on or prior to the first trading day of February, May, August or
November, whichever is applicable. See Question 18.

11. HOW MAY A PARTICIPANT CHANGE OPTIONS UNDER THE PLAN?

Participants may change their investment options at any time by requesting
a new authorization card and returning it to the plan administrator at the
address set forth in Question 6.

PURCHASES

12. WHAT WILL BE THE PRICE TO PARTICIPANTS OF SHARES OF WEBSTER COMMON STOCK
PURCHASED UNDER THE PLAN?

The price per share of the common stock purchased directly from Webster
with reinvested dividends or optional cash payments will be the average sales
price for the Webster common stock during a ten-day trading period beginning
with the first trading day of February, May, August, or November, whichever is
applicable. The daily sales price which is part of this calculation is the
average of the daily high and low

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sales price. The common stock will be purchased as of the record date for the
dividend, unless such date falls within the ten-day trading period beginning
with first trading day of February, May, August or November, whichever is
applicable, in which case the common stock will be purchased on the eleventh
day of the applicable trading period.

The price per share of the common stock purchased in the open market with
reinvested dividends or optional cash payments will be the weighted average
purchase price of the shares paid in purchasing the shares for the Plan. These
purchases will also commence on the record date for the dividend and will be
completed no later than 30 days from such date except where different timing of
purchases is necessary or advisable under any applicable federal securities
laws. If, however, the record date falls within the ten-day trading period
beginning with the first trading day of February, May, August or November,
whichever is applicable, the common stock will be purchased on the eleventh day
of the applicable trading period. In the event that such shares are purchased
on the open market, the plan administrator may acquire such shares on any
securities exchange where the common stock is traded, in the over-the-counter
market or by negotiated transactions and may be subject to such terms with
respect to price, delivery or otherwise as the plan administrator may agree to.

Neither Webster nor any participant shall have any authority or power to
direct the time or price at which shares may be purchased, or the selection of
the broker or dealer through or from whom purchases are to be made.

13. WILL INTEREST BE PAID ON ANY DIVIDENDS OR OPTIONAL CASH PAYMENTS BEING
HELD ON MY BEHALF BEFORE INVESTMENT IN FURTHER WEBSTER COMMON STOCK?

No.

14. HOW WILL THE NUMBER OF SHARES PURCHASED FOR A PARTICIPANT BE DETERMINED?

A participant's account in the Plan will be credited with the number of
shares, plus fractional share interests computed to four decimal places, equal
to the total amount to be invested on behalf of such participant divided by the
purchase price per share as calculated pursuant to the method described in
Question 12. The total amount to be invested will depend on the amount of any
dividends paid and the number of shares in such participant's Plan account and
any optional cash payments made by such participant.

The Plan does not reflect a change in Webster's dividend policy or a
guarantee of future cash dividends. Dividends will continue to be determined by
the Board of Directors based upon Webster's results of operations, financial
condition, regulatory requirements and other factors. While there is no
assurance as to the amount of future cash dividends, the Board of Directors
currently intends to continue its practice of declaring cash dividends on the
common stock each quarter, assuming future earnings are sufficient to support
such practice.

15. WHAT IS THE SOURCE OF THE COMMON STOCK PURCHASED UNDER THE PLAN?

Shares of Webster common stock for use in the Plan will be purchased
either directly from Webster in which event such shares will be either
authorized but unissued shares or shares held in the treasury, or on the open
market at the option of Webster.

OPTIONAL CASH PAYMENTS

16. HOW DOES THE OPTIONAL CASH PAYMENT FEATURE OF THE PLAN WORK?

All registered owners, who have submitted signed authorization cards
indicating their intention to participate in this feature of the Plan, are
eligible to make optional cash payments. The plan administrator will apply any
optional cash payment received from a participant on or prior to the first
trading day of February May, August or November, whichever is applicable to the
purchase of additional shares of common stock for the account of the
participant.

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A broker, bank or other nominee, as holder of shares of the common stock
on behalf of a beneficial owner, may utilize the authorization card for
optional cash payments, unless such entity holds the shares in the name of a
major securities depository. If a broker, bank or other nominee holds shares of
a beneficial owner in the name of a major securities depository, optional cash
payments through such broker, bank or other nominee must be made through the
use of the broker form. See Question 7.

Optional cash payments should be made payable, drawn against United States
banks and in United States dollars, and mailed directly to American Stock
Transfer & Trust Co, Shareholder Services, 40 Wall Street, New York, NY 10005.
Checks drawn against non-U.S. banks must have the U.S. currency imprinted on
the check. CASH CONTRIBUTIONS FORWARDED TO ANY OTHER ADDRESS DO NOT CONSTITUTE
A VALID DELIVERY. Wire transfers may be made, but only if approved in writing
in advance by the plan administrator.

In the event that any check is returned unpaid for any reason, the plan
administrator will consider the request for investment of such money null and
void and shall immediately remove from the participant's account shares, if
any, purchased upon the prior credit of such money. The plan administrator
shall thereupon be entitled to sell these shares to satisfy any uncollected
amounts. If the net proceeds of the sale of such shares are insufficient to
satisfy the balance of such uncollected amounts, the plan administrator shall
be entitled to sell such additional shares from the participant's account to
satisfy the uncollected balance.

17. WHAT LIMITATIONS APPLY TO OPTIONAL CASH PAYMENTS?

Each optional cash payments is subject to a minimum purchase limit of $100
and a maximum purchase limit of $10,000 per quarter. For purposes of these
limitations, all Plan accounts, which in the sole judgment of Webster are under
the common control or management of a participant, will be aggregated. Optional
cash payments of less than $100 and any portion of an optional cash payment
which exceeds the $10,000 maximum purchase limit are subject to return to the
participant, without interest. Participants, however, may invest amounts in
excess of the $10,000 limit with the prior approval of Webster. Requests for
such prior approval should be directed, on or prior to the first trading day of
February, May, August and November, whichever is applicable, to the attention
of James M. Sitro, Vice President, Investor Relations, Webster Financial
Corporation, Webster Plaza, 145 Bank Street, Waterbury, Connecticut or call
(203) 578-2399.

PARTICIPANTS IN THE PLAN ARE NOT OBLIGATED TO MAKE ANY OPTIONAL CASH
PAYMENTS AT ANY TIME. OPTIONAL CASH PAYMENTS NEED NOT BE IN THE SAME AMOUNT
EACH TIME AN INVESTMENT IS MADE.

18. WHEN MUST OPTIONAL CASH PAYMENTS BE RECEIVED?

On the twelfth trading day of each of February, May, August and November,
or as soon thereafter as practical in the case of open market purchases (see
Question 12), the plan administrator will apply any optional cash payment for
which good funds are received on or before the related payment date to the
purchase of shares of the common stock for the account of the participant.

NO INTEREST WILL BE PAID BY WEBSTER OR THE PLAN ADMINISTRATOR ON OPTIONAL
CASH PAYMENTS HELD PENDING INVESTMENT OR RETURNED TO THE PARTICIPANT. OPTIONAL
CASH PAYMENTS DO NOT CONSTITUTE DEPOSITS OR SAVINGS ACCOUNTS AND ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.

In order for payments to be invested, in addition to the receipt of good
funds on or before the first trading day of February, May August, or November,
whichever is applicable, the plan administrator must be in receipt of an
authorization card and a broker form, as appropriate. See Questions 6, 7 and 8.

19. MAY OPTIONAL CASH PAYMENTS BE RETURNED TO A PARTICIPANT?

Yes. Upon written request addressed to the plan administrator received at
least two business days prior to the payment date for the next investment date,
optional cash payments will be returned to the Participant. Each optional cash
payment, to the extent that it does not conform to the limitations described in
Question 16, will be subject to return to the participant. In each case,
optional cash payments will be returned without interest.

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COSTS

20. ARE THERE ANY EXPENSES TO PARTICIPANTS IN CONNECTION WITH THEIR
PARTICIPATION UNDER THE PLAN?

Participants will incur no brokerage commissions or service charges for
purchases made under the Plan. All costs of administration of the Plan will be
paid by Webster, except in the event of a sale of shares, withdrawal of shares
or withdrawal from the Plan. Participants which request that the plan
administrator sell all or part of their shares, withdraw all or part of their
shares or in the event of their withdrawal from the Plan (see Questions 23 and
26) must pay any related brokerage commissions, applicable transfer taxes and
service charges of the plan administrator. It is expected that a discounted
brokerage commission rate structure will be utilized by the plan administrator
as to any such sales.

REPORTS TO PARTICIPANTS

21. WHAT KINDS OF REPORTS WILL BE SENT TO PARTICIPANTS?

As soon as practical after each purchase of shares on behalf of a
participant, a statement of account will be mailed to the participant. These
statements, which provide a record of account activity and indicate the cost of
the participant's purchases under the Plan, should be retained for tax
purposes. In addition, each participant will receive, from time to time,
communications sent to every other holder of the common stock. Participants
should be aware that it is important to retain all statements received as there
could be a fee incurred when requesting the plan administrator to supply prior
statements or information.

Each participant will receive annually Internal Revenue Service
information (on Form 1099) for reporting dividend income received.

CERTIFICATES FOR SHARES

22. WILL CERTIFICATES BE ISSUED FOR SHARES PURCHASED?

No. Shares will be held in the name of the plan administrator or its
nominee. This service protects against the loss, theft and destruction of stock
certificates evidencing such shares. However, stock certificates will be issued
to any participant upon specific written request. See Questions 23 and 26. The
number of shares purchased for a participant's account under the Plan will be
indicated on such participant's statement of account.

Participants also have the option to deliver to the Plan for safekeeping
stock certificates registered in their name that are subject to the Plan.
Participants may deliver such certificates to the plan administrator along with
the authorization card when enrolling in the Plan, or may do so at any time
thereafter while participating in the Plan. Stock certificates must be endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to
the plan administrator duly executed by the participant (or his attorney duly
authorized in writing) when delivered to the Plan for safekeeping. The plan
administrator reserves the right to maintain shares represented by such stock
certificates in its name or in the name of its nominee. The participant bears
the risk of loss in transit.

Each Plan account is maintained in the name in which the participant's
certificates were registered at the time of enrollment in the Plan. See
Question 7. Stock certificates for whole shares purchased under the Plan will
be similarly registered when issued upon a participant's request. If a
participant is a beneficial owner, such request must be placed through such
participant's broker, bank or other nominee. See Questions 7, 8 and 16.

A participant who wishes to pledge shares credited to such participant's
Plan account must first withdraw such shares from the account.

9
<PAGE>

WITHDRAWAL OF SHARES IN PLAN ACCOUNTS

23. HOW MAY SHARES BE WITHDRAWN FROM THE PLAN?

Shares credited to a participant's account may be withdrawn by a
participant by notifying the plan administrator in writing, specifying the
number of shares to be withdrawn. This notice should be addressed to American
Stock Transfer & Trust Co., Shareholder Services, 40 Wall Street, New York, NY
10005. A stock certificate for the number of whole shares of the common stock
so withdrawn will be issued to and registered in the name of the participant.
In no case will certificates be issued for fractional share interests credited
to a participant's Plan account. Participants will be responsible for any
service charges of the plan administrator in the event of any withdrawal
transaction. Upon termination of participation in the Plan, a participant will
receive a check for the value of any fractional share interests, less the
Participant's share of any related brokerage commissions, applicable transfer
taxes and service charges of the plan administrator. See Question 26.

24. WILL DIVIDENDS ON SHARES WITHDRAWN FROM THE PLAN CONTINUE TO BE
REINVESTED?

If the participant has authorized "Full Dividend Reinvestment," cash
dividends with respect to shares withdrawn from a participant's account will
continue to be reinvested. If, however, cash dividends with respect to only a
portion of the shares registered in a participant's name are being reinvested,
the plan administrator will continue to reinvest dividends on only the number
of shares specified by the participant on the authorization card unless a new
authorization card specifying a different number of shares is delivered.

25. WILL DIVIDENDS ON A PARTICIPANT'S SHARES CONTINUE TO BE REINVESTED IF THE
PARTICIPANT SELLS OR TRANSFERS THE SHARES OF COMMON STOCK?

Even if a participant sells or transfers all of the shares of the common
stock registered in the participant's name, the plan administrator will
continue to reinvest dividends on the shares held for the participant's Plan
account until a written request for withdrawal from the Plan is received from
the participant.

TERMINATION OF PARTICIPATION

26. HOW AND WHEN MAY A PARTICIPANT TERMINATE PARTICIPATION IN THE PLAN?

Participation in the Plan may be terminated at any time by providing
written notice and instructions to the plan administrator, to be received at
least two business days before the next dividend record date for purchases made
through the reinvestment of dividends or at least two business days before the
first trading day of February, May, August or November, whichever is
applicable, for optional cash payments, as the case may be. Participation in
the Plan will also be terminated if the plan administrator receives written
notice and instructions from a legal representative in the case of the death or
adjudicated incompetency of a participant before such times. In the event
written notice of termination is received by the plan administrator after such
times shares will be purchased for the participant with the related cash
dividend or optional cash payment, as the case may be, and participation in the
Plan will not terminate until after such dividend has been reinvested or
optional cash payment invested, as applicable. Upon termination by reason of
notice and instructions from a legal representative in the case of death or
adjudicated incompetency, the participant's shares and any cash dividends paid
thereon will be retained by the plan administrator until such time as such
participant's legal representative has furnished proof satisfactory to the plan
administrator of the legal representative's rights to receive payment.

Upon termination of participation in the Plan, unless a participant has
requested that all of the shares held in its account be sold, the plan
administrator will send such participant a stock certificate for the number of
whole shares in such participant's account and a check in an amount equal to
the value of any fractional share interests, based upon the market price of the
common stock on the date of sale as soon as practical after such request is
received by the plan administrator, less such participant's share of any
related brokerage commissions, applicable transfer taxes and service charges of
the plan administrator.

10
<PAGE>

Upon termination of participation in the Plan, participants who do not
wish to receive a stock certificate for the number of whole shares in their
account may request that all of those shares be sold. If such a request is
made, the sale will be made by the plan administrator at the market price of
the common stock on the date of sale as soon as practical after such request is
received by the plan administrator. The participant will receive the proceeds
of the sale, less such participant's share of any related brokerage
commissions, applicable transfer taxes and service charges of the plan
administrator.

No participant shall have the authority or power to direct the date of
sales price at which the shares held in its account may be sold. Requests must
indicate the number of shares to be sold and not the dollar amount to be
attained. Any such request that does not clearly indicate the number of shares
to be sold will be returned to the participant with no action taken.

RIGHTS OFFERINGS, STOCK DIVIDENDS AND STOCK SPLITS

27. IF WEBSTER HAS A RIGHTS OFFERING, HOW WILL THE RIGHTS ON SHARES IN THE
PLAN BE HANDLED?

Participation in any rights offering will be based upon both shares of the
common stock registered in a participant's name and any whole shares credited
to such participant's Plan account.

28. WHAT HAPPENS IF WEBSTER ISSUES A DIVIDEND PAYABLE IN STOCK OR DECLARES A
STOCK SPLIT?

Any stock dividends or split shares distributed by Webster on shares in
the Plan will be credited pro rata to each participant's account. Stock
dividends or split shares distributed on shares registered in a participant's
name will be mailed directly to the participant.

VOTING RIGHTS

29. HOW WILL THE PLAN ADMINISTRATOR VOTE SHARES CREDITED TO A PARTICIPANT'S
ACCOUNT IN THE PLAN AT STOCKHOLDERS' MEETINGS?

For each meeting of stockholders, a participant will receive proxy
materials that will enable the participant to vote both the shares registered
in the participant's name directly and the whole shares credited to the
participant's Plan account. If a participant elects, he or she may vote his or
her shares, including all whole shares held for his or her account under the
Plan, in person at the stockholders' meeting.

FEDERAL INCOME TAX CONSEQUENCE TO PARTICIPANTS

30. WHAT ARE THE INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?

The following summary is based upon an interpretation of current federal
tax law. Participants should consult their own tax advisors to determine
particular tax consequences, including state income tax (and non-income tax,
such as transfer tax) consequences, which vary from state to state and which
may result from participation in the Plan and subsequent disposition of shares
acquired pursuant to the Plan. Income tax consequences to participants residing
outside the United States will vary from jurisdiction to jurisdiction.

For reinvested dividends, participants in the Plan will be treated for
federal income tax purposes as having received, on the date the dividend is
paid, a cash dividend in an amount equal to the fair market value on that date
of the shares acquired with reinvested dividends. Such shares will have a tax
basis equal to the same amount.

For optional cash payments, participants who elect to reinvest dividends
will be treated as having received a cash dividend on the date the stock is
purchased equal to the excess, if any, of the fair market value of the shares
on such date over the amount of the optional cash payment. The tax basis of the
shares will be equal to the same amount plus the cash payment. Participants who
elect the "Optional Cash Payments Only" alternative will not be treated as
having received a taxable dividend. Their tax basis in the shares they purchase
under the Plan will be the cash amount they pay for the shares.

11
<PAGE>

For federal income tax purposes, the fair market value of shares acquired
through reinvested dividends or optional cash payments under the Plan will be
100% of the average of the daily high and low sale prices, computed to four
decimal places and rounded to the nearest cent, of the common stock as reported
on the NASDAQ National Market System, on the date the dividend is paid in the
case of reinvested dividends or on the date the stock is purchased in the case
of optional cash payments. It should be noted that the fair market value on the
date the dividend is paid or the date the stock is purchased, as the case may
be, is likely to differ from the from the deemed purchase price of Webster
common stock under the Plan because that price, in general, could be a weighted
average over a period of time rather than on a single day.

In the case of corporate stockholders, dividends may be eligible for the
dividends-received deduction.

A participant's holding period for shares acquired pursuant to the Plan
will begin on the day following the date the shares are acquired.

A participant will not realize any taxable income upon receipt of
certificates for whole shares credited to the participant's account, either
upon the participant's request for certain of those shares or upon termination
of participation in the Plan. A participant will realize gain or loss upon the
sale or exchange of shares acquired under the Plan. A participant will also
realize gain or loss upon receipt, following termination of participation in
the Plan, of a cash payment for any fractional share interests credited to the
participant's account. The amount of any such gain or loss will be the
difference between the amount that the participant received for the shares or
fractional share interests and the tax basis therefor.

The foregoing discussion is based on the assumption that newly issued or
treasury shares will be purchased directly from Webster. If the shares are
purchased in the open market, the consequences will be generally the same
(except that for optional cash payments, the market value of the shares
purchased will equal the cash purchase price). However, the payment of
brokerage commissions by Webster in connection with the purchase of shares in
the open market will be treated as additional dividend income to the
participant and will increase the tax basis of such shares.

31. HOW ARE INCOME TAX WITHHOLDING PROVISIONS APPLIED TO STOCKHOLDERS WHO
PARTICIPATE IN THE PLAN?

If a Participant fails to provide certain federal income tax
certifications in the manner required by law, any dividends on shares of the
common stock, proceeds from the sale of fractional share interests and proceeds
from the sale of shares held for the participant's account will be subject to
federal income tax withholding (currently at the rate of 31%). If withholding
is required for any reason, the appropriate amount of tax will be withheld.
Certain stockholders (including most corporations) are, however, exempt from
the above withholding requirements.

If a participant is a foreign stockholder whose dividends are subject to
federal income tax withholding at the current 30% rate (or a lower treaty
rate), the appropriate amount will be withheld, and the balance in shares will
be credited to such participant's account.

RESPONSIBILITY OF WEBSTER AND THE PLAN ADMINISTRATOR

32. WHAT ARE THE RESPONSIBILITIES OF WEBSTER AND THE PLAN ADMINISTRATOR UNDER
THE PLAN?

Neither Webster nor the plan administrator will be liable for any act done
in good faith or for any good faith omission to act, including, without
limitation, any claim of liability arising out of failure to terminate a
participant's account upon such participant's death, the prices at which shares
are purchased for the participant's account, the times when purchases are made,
or fluctuations in the market value of the common stock.

The participant should recognize that neither Webster nor the plan
administrator can provide any assurance of a profit or protection against loss
on shares purchased under the Plan.

12
<PAGE>

SUSPENSION, MODIFICATION OR TERMINATION OF THE PLAN

33. MAY THE PLAN BE SUSPENDED, MODIFIED OR TERMINATED?

Webster reserves the right to suspend or terminate the Plan at any time.
Participants will be notified of any such suspension or termination. Webster
also reserves the right to make modifications to the Plan and, in such event,
will provide participants with a copy of any material modification. Upon
termination of the Plan, except in the circumstances described below, any
uninvested optional cash payments will be returned, a stock certificate for
whole shares credited to each participant's Plan account will be issued and a
cash payment will be made for any fractional share interests credited to each
such account, less the participant's share of any related brokerage
commissions, applicable transfer taxes and service charges of the plan
administrator.

In the event that Webster terminates the Plan for the purpose of
establishing another dividend reinvestment and stock purchase plan,
Participants will be automatically enrolled in such other plan, and shares
credited to their Plan accounts will be credited automatically to such other
plans, unless notice to the contrary is received by the plan administrator.

Webster and the plan administrator also reserve the right to terminate any
participant's participation in the Plan at any time for any reason including,
without limitation, arbitrage-related activities, trading, or transactional
profit activities that cause aberrations in the trading volume of the common
stock or excessive enrollments and terminations under the Plan.

OTHER INFORMATION

34. HOW MAY PARTICIPANTS OBTAIN ANSWERS TO QUESTIONS CONCERNING THEIR PLAN
ACCOUNTS?

Questions concerning Plan accounts should be directed to the plan
administrator at:

American Stock Transfer & Trust Co.
Shareholder Services

40 Wall Street, 46th Floor
New York, NY 10005

(800) 278-4353

35. HOW MAY STOCKHOLDERS OBTAIN ANSWERS TO OTHER QUESTIONS REGARDING WEBSTER
OR THE PLAN?

Questions concerning Webster or the Plan should be directed to:

Webster Financial Corporation
Attention: James M. Sitro
Vice President, Investor Relations
Webster Plaza
145 Bank Street
Waterbury, Connecticut 06720

or call (203) 578-2399
email: [email protected]

36. WHO BEARS THE RISK OF MARKET FLUCTUATIONS IN THE COMMON STOCK?

A participant's investment in shares held in his or her Plan account is no
different than his or her investment in directly held shares. Each participant
bears all risk of loss that may result from market fluctuations in the price of
the common stock.

Neither Webster nor the plan administrator can guarantee that shares
purchased under the Plan will, at any particular time, be worth more or less
than their purchase price.

13
<PAGE>

37. WHO INTERPRETS THE PLAN?

Any question of interpretation arising under the Plan will be determined
by Webster, and any such determination will be final. Webster may adopt rules
and regulations to facilitate the administration of the Plan. The terms and
conditions of the Plan and its operation will be governed by the laws of the
State of Delaware.

38. WHAT ARE SOME OF THE RESPONSIBILITIES OF PARTICIPANTS UNDER THE PLAN?

Shares in the Plan are subject to escheat to the state in which the
participant resides in the event that such shares are deemed, under such
state's laws, to have been abandoned by the participant. Participants,
therefore, should notify the plan administrator promptly in writing of any
change of address. Account statements and other communications to participants
will be addressed to them at the last address of record provided by
participants to the plan administrator. Participants will have no right to draw
checks or drafts against their Plan accounts or to instruct the plan
administrator with respect to any shares of the common stock or cash held by
the plan administrator except as expressly provided herein.

USE OF PROCEEDS

The net proceeds from the sale of the newly issued shares of common stock
or the shares of common stock held in Webster's treasury offered pursuant to
the Plan will be used for general corporate purposes of Webster, including
contributions to increase the capital of Webster Bank.

PLAN OF DISTRIBUTION

The common stock sold under the Plan is being distributed directly by
Webster rather than through an underwriter, broker or dealer. There will be no
brokerage commissions or other fees charged to participants in connection with
their purchases of the common stock under the Plan. Upon withdrawal by a
participant from the Plan by the sale of the common stock held under the Plan,
the participant will receive the proceeds of such sale, less any related
brokerage commissions, applicable transfer taxes and service charges of the
plan administrator. See "Description of the Plan -- Question 20."

Persons who satisfy the eligibility requirements for participation in the
Plan, including brokers or dealers, will be permitted to purchase additional
shares through optional cash payments subject to the applicable $100 minimum
and $10,000 maximum purchase limitations per quarter. Under the Plan,
participants may invest amounts in excess of the maximum purchase limitation
with the prior approval of Webster. See "Description of the Plan -- Question
17." Webster may elect to waive the maximum purchase limitation on a selected
basis when special circumstances warrant. The grant or denial of waivers will
be made by Webster in its sole discretion.

The common stock may not be available under the Plan in all states. This
Prospectus does not constitute an offer to sell, or a solicitation of an offer
to buy, any shares of the common stock or other securities in any state or any
other jurisdiction to any person to whom it is unlawful to make such offer in
such jurisdiction.

EXPERTS

The consolidated financial statements of Webster at December 31, 1998 and
1997, and for each of the three years in the period ended December 31, 1998,
incorporated by reference in Webster's Annual Report on Form 10-K for the year
ended December 31, 1998, have been incorporated herein by reference in reliance
upon the report of KPMG LLP, independent public accountants and upon the
authority of said firm as experts in accounting and auditing.

LEGAL MATTERS

The validity of the common stock offered hereby has been passed upon for
Webster by its counsel, Hogan & Hartson, Washington, D.C.

14
<PAGE>

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law sets forth certain
circumstances under which directors, officers, employees and agents of
corporations organized thereunder may be indemnified against liability that
they may incur in their capacity as such. In addition, Section 145 grants to
each such corporation the power to indemnify its directors, officers, agents
and employees against liability for certain of their acts.

Article IX of the Bylaws of Webster, entitled "Indemnification," provides
for the indemnification of the Corporation's directors, officers, employees and
agents under certain circumstances as provided under the Delaware General
Corporation Law. Directors and officers liability insurance has also been
obtained by Webster, the effect of which is to indemnify the directors and
officers of Webster against certain damages and expenses because of certain
claims made against them caused by their negligent act, error or omission.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act"), may be permitted to directors,
officers or persons controlling Webster pursuant to the foregoing provisions or
otherwise, Webster has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.

15
<PAGE>

IMPORTANT TELEPHONE NUMBERS

<TABLE>
<CAPTION>
TO OBTAIN: CALL:
- ---------- -----
<S> <C>
Authorization cards and broker forms ............................ (800) 278-4353
Information concerning your Plan account ........................ (800) 278-4353
Additional information concerning the Plan or Webster ........... (203) 578-2399
Permission to exceed optional cash payment limitations .......... (203) 578-2399
</TABLE>

16
<PAGE>
<TABLE>
<CAPTION>

====================================================================================================================

----------------------------------------
TABLE OF CONTENTS

PAGE
-----
<S> <C> <C>
Available Information .................... 2
Incorporation of Certain Documents by 700,000 SHARES
Reference ............................. 2
Webster Financial Corporation ............ 3
Description of the Plan .................. 3
The Plan .............................. 3 [WEBSTER FINANICIAL CORPORATION GRAPHIC OMITTED]
Purpose ............................... 3
Participant Options ................... 3
Advantages ............................ 4
Administration ........................ 4 COMMON STOCK
Participation ......................... 4
Purchases ............................. 6
Optional Cash Payments ................ 7
Costs ................................. 9
Reports to Participants ............... 9
Certificates for Shares ............... 9 --------------------------------------------
Withdrawal of Shares PROSPECTUS
in Plan Accounts ................... 10 --------------------------------------------
Termination of Participation .......... 10
Rights Offerings, Stock Dividends
and Stock Splits ................... 11
Voting Rights ......................... 11
Federal Income Tax Consequences to
Participants ....................... 11
Responsibility of Webster and the DIVIDEND REINVESTMENT
Plan Administrator ................. 12 AND STOCK PURCHASE PLAN
Suspension, Modification or
Termination of the Plan ............ 13
Other Information ..................... 13
Use of Proceeds .......................... 14
Plan of Distribution ..................... 14
Experts .................................. 14
Legal Matters ............................ 14
Indemnification of Directors
and Officers .......................... 15
Important Telephone Numbers .............. 16 DECEMBER 10, 1999

====================================================================================================================

</TABLE>

<PAGE>

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14 OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following is an estimate of the expenses which will be incurred in
connection with the amendment to the DRIP prospectus:

To be borne by the Corporation:

<TABLE>
<S> <C>
Registration Fee .................... $ 16,000
Plan Administrator's Fees and
Service Charges ..................... $ 7,500*
Printing and Duplicating ............ $ 2,500*
Legal Fees .......................... $ 16,000**
Accounting Fees ..................... $ 7,500*
Blue Sky Fees ....................... $ 1,000*
Mailing and Handling Fees ........... $ 2,500*
Miscellaneous ....................... $ 1,000*
TOTAL ............................... $ 40,000*
</TABLE>

- ----------------
* Estimated for the one-year period from the date of the Prospectus.
** Estimated for preparation of post-effective amendment No. 1 to the
Registration Statement on Form S-3 and for a one-year period from the date
of the Prospectus.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Reference is made to the provisions of Article 6 of Webster's certificate
of incorporation, and the provisions of Article IX of the Webster's bylaws, as
amended.

Webster is a Delaware corporation subject to the applicable
indemnification provisions of the General Corporation Law of the State of
Delaware (the "Delaware Corporation Law"). Section 145 of the Delaware
Corporation Law provides for the indemnification, under certain circumstances,
of persons who are or were directors, officers, employees or agents of Webster,
or are or were serving at the request of Webster in such a capacity with
another business organization or entity, against expenses, judgments, fines and
amounts paid in settlement in actions, suits or proceedings, whether civil,
criminal, administrative, or investigative, brought or threatened against or
involving such persons because of such person's service in any such capacity.
In the case of actions brought by or in the right of Webster, Section 145
provides for indemnification only of expenses, and only upon a determination by
the Court of Chancery or the court in which such action or suit was brought
that, in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses. A copy of Section 145 of
the Delaware General Corporation Law is attached hereto as Exhibit 99.1

Webster's bylaws provide for indemnification of directors, officers,
trustees, employees and agents of Webster, and for those serving in such roles
with other business organizations or entities, in the event that such person
was or is made a party to (or is threatened to be made a party to) any civil,
criminal, administrative, arbitration or investigative action, suit, or
proceeding (other than an action by or in the right of Webster) by reason of
the fact that such person is or was serving in such a capacity for or on behalf
of Webster. Webster will indemnify any such person against expenses (including
attorneys' fees), judgments, fines, penalties and amounts paid in settlement if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of Webster, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. Similarly, Webster shall indemnify such persons for
expenses reasonably incurred and settlements reasonably paid in actions, suits,
or proceedings brought by or in the right of Webster, if such person acted in
good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of Webster; provided, however, that no
indemnification shall be made against expenses in respect of any claim, issue,
or matter as to which such person is adjudged to be liable to Webster or

II-1
<PAGE>

against amounts paid in settlement unless and only to the extent that there is
a determination made by the appropriate party set forth in the bylaws that the
person to be indemnified is, in view of all the circumstances of the case,
fairly and reasonably entitled to indemnity for such expenses or amounts paid
in settlement. In addition, Webster may purchase and maintain insurance on
behalf of any person who is or was a director, officer, trustee, employee, or
agent of Webster or is acting in such capacity for another business
organization or entity at Webster's request, against any liability asserted
against such person and incurred in such capacity, or arising out of such
person's status as such, whether or not Webster would have the power or
obligation to indemnify him against such liability under the provisions of
Article IX of Webster's bylaws.

Article 6 of Webster's restated certificate of incorporation provides that
no director will be personally liable to Webster or its shareholders for
monetary damages for breach of fiduciary duty as a director other than
liability for any breach of such director's duty of loyalty to Webster or its
shareholders, for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, for any payment of a
dividend or approval of a stock repurchase that is illegal under Section 174 of
the Delaware Corporation Law, or for any transaction from which the director
derived an improper personal benefit.

The foregoing indemnity and insurance provisions have the effect of
reducing directors' and officers' exposure to personal liability for actions
taken in connection with their respective positions.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
Webster pursuant to the foregoing provisions, or otherwise, Webster has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Webster of
expenses incurred or paid by a director, officer or controlling person of
Webster in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, Webster will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.

II-2
<PAGE>

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(A) EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
NO. EXHIBIT
- --------- -------------------------------------------------------------------------------
<S> <C>
4.1 Specimen common stock certificate (filed as Exhibit 4.1 to the
Corporation's Registration Statement on Form S-3 (File No. 333-81563)
filed with the SEC on June 25, 1999 and incorporated herein by reference).
4.2 Rights Agreement, dated as of February 5, 1996, between the Corporation
and Chemical Mellon Shareholder Services, L.L.C. (filed as Exhibit 1 to
the Corporation's Current Report on Form 8-K filed with the SEC on
February 12, 1996 and incorporated herein by reference).
4.3 Amendment No. 1 to Rights Agreement, entered into as of November 4,
1996, by and between the Corporation and ChaseMellon Shareholder
Services, L.L.C. (filed as an exhibit to the Corporation's Current Report on
Form 8-K filed with the SEC on November 25, 1996 and incorporated
herein by reference).
4.4 Amendment No. 2 to Rights Agreement, entered into as of October 30,
1998, between the Corporation and American Stock Transfer & Trust
Company (filed as Exhibit 1 to the Corporation's Current Report on Form
8-K filed with the SEC on October 30, 1998 and incorporated herein by
reference).
5 Opinion of Hogan & Hartson L.L.P. as to the validity of the securities
registered hereunder, including the consent of that firm (filed as Exhibit 5.1
on the Corporation's Form S-3 filed with the SEC on July 1, 1993, and
incorporated herein by reference).
23.1 Consent of Hogan & Hartson, LLP (included in Exhibit 5)
23.2 Consent of KPMG LLP
24.0 Power of Attorney (included on signature page)
99.1 Section 145 of the Delaware General Corporation Law
</TABLE>

ITEM 17. UNDERTAKINGS.

(a) Webster hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of the securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Securities and Exchange Commission pursuant to Rule 424(b)
((section)230.424(b) of this chapter) if, in the aggregate, the changes
in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of the
Registration Fee" table in the effective registration statement;

II-3
<PAGE>

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(b) Webster hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of Webster's annual
report pursuant to section 13(a) or section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

II-4
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Waterbury, State of
Connecticut, on November 30, 1999.

WEBSTER FINANCIAL CORPORATION

By: /s/ James C. Smith
-----------------------------------

James C. Smith
Chairman and Chief Executive
Officer

Each person whose signature appears below James C. Smith or John V.
Brennan, jointly and severally, each in his own capacity, as true and lawful
attorneys-in-fact, with full power or substitution in such person's name, place
and stead, in any and all capacities to sign any amendments to this
Post-Effective Amendment to the Registration Statement on Form S-3 and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorney-in-fact, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on November 30, 1999.

<TABLE>
<CAPTION>
NAME: TITLE:
- -------------------------------------------- ------------------------------------------
<S> <C>

/s/ James C. Smith Chairman and Chief Executive Officer
- ------------------------------------------ (Principal Executive Officer)
James C. Smith

/s/ John V. Brennan Executive Vice President, Chief Financial
- ------------------------------------------ Officer and Treasurer
John V. Brennan (Principal Financial Officer and
Principal Accounting Officer)

/s/ Richard H. Alden Director
- ------------------------------------------
Richard H. Alden

/s/ Achille A. Apicella Director
- ------------------------------------------
Achille A. Apicella

/s/ Joel S. Becker Director
- ------------------------------------------
Joel S. Becker

/s/ O. Joseph Bizzozero, Jr. Director
- ------------------------------------------
O. Joseph Bizzozero, Jr.

/s/ George T. Carpenter Director
- ------------------------------------------
George T. Carpenter

/s/ John J. Crawford Director
- ------------------------------------------
John J. Crawford
</TABLE>

II-5
<PAGE>

/s/ Harry P. DiAdamo, Jr.
- ------------------------------------------
Harry P. DiAdamo, Jr. Director

/s/ Robert A. Finkenzeller Director
- ------------------------------------------
Robert A. Finkenzeller

/s/ C. Michael Jacobi Director
- ------------------------------------------
C. Michael Jacobi

Director
- ------------------------------------------
John F. McCarthy

/s/ Sister Marguerite Waite Director
- ------------------------------------------
Sister Marguerite Waite
</TABLE>

II-6
<PAGE>

INDEX TO EXHIBITS

II-7

EXHIBIT 23.2

CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
Webster Financial Corporation:

We consent to the use of our reports incorporated herein by reference and to
the reference to our firm under the heading "Experts" in the prospectus.

/s/ KMPG LLP

EXHIBIT 99.1

Section 145 of Delaware General Corporation Law

DELAWARE CODE ANNOTATED
TITLE 8. CORPORATIONS
CHAPTER 1. GENERAL CORPORATION LAW
SUBCHAPTER IV. DIRECTORS AND OFFICERS

Section 145 Indemnification of officers, directors, employees and agents;
insurance.

(a) A corporation shall have power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation)
by reason of the fact that the person is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by the person in connection with such action,
suit or proceeding if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe the person's conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement, conviction,
or upon a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and in a manner
which the person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that the person's conduct was
unlawful.

(b) A corporation shall have power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred
by the person in connection with the defense or settlement of such action or
suit if the person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the corporation and
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

(c) To the extent that a present or former director or officer of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, such person shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.

(d) Any indemnification under subsections (a) and (b) of this section (unless
ordered by a court) shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the present or
former director, officer, employee or agent is proper in the circumstances
because the person has met the applicable standard of conduct set forth in
subsections (a) and (b) of this section. Such determination shall be made, with
respect to a person who is a director or officer at the time of such
determination, (1) by a majority vote of the directors who are not parties to
such action, suit or proceeding, even though less than a quorum, or (2) by a
committee of such directors designated by majority vote of such directors, even
though less than a quorum, or (3) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion, or (4)
by the stockholders.
<PAGE>

(e) Expenses (including attorneys' fees) incurred by an officer or director in
defending any civil, criminal, administrative or investigative action, suit or
proceeding may be paid by the corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it shall ultimately
be determined that such person is not entitled to be indemnified by the
corporation as authorized in this section. Such expenses (including attorneys'
fees) incurred by former directors and officers or other employees and agents
may be so paid upon such terms and conditions, if any, as the corporation deems
appropriate.

(f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office.

(g) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against such
person and incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the corporation would have the power to
indemnify such person against such liability under this section.

(h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so
that any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall stand
in the same position under this section with respect to the resulting or
surviving corporation as such person would have with respect to such
constituent corporation if its separate existence had continued.

(i) For purposes of this section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner such person
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.

(j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

(k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear
and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise. The Court of Chancery may summarily
determine a corporation's obligation to advance expenses (including attorneys'
fees).