EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Webster Financial Corporation:
We consent to the incorporation by reference of our report dated January 28,
2000, which report appears in the December 31, 1999 annual report on Form 10-K
of Webster Financial Corporation incorporated by reference in this
Post-Effective Amendment No. 1 to the Registration Statement of Webster
Financial Corporation on Form S-4 on Form S-8 (File No. 333-71983) pertaining to
the Village Bancorp, Inc., 1996 Stock Option Plan.
/s/ KPMG LLP
Hartford, Connecticut
September 15, 2000
