SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): October 15, 2009

Webster Financial Corporation
(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (203) 465-4364

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

þ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On October 15, 2009, Webster Financial Corporation (“Webster”) announced that it had completed the transactions contemplated by the Investment Agreement, dated July 27, 2009, with Warburg Pincus Private Equity X, L.P., (“Warburg Pincus”) pursuant to which Warburg Pincus invested the remaining $74.8 million of its $115 million investment in Webster through a direct purchase of newly issued common stock, non-voting perpetual participating preferred stock, and warrants.

The press release attached hereto as Exhibit 99.1 is incorporated by reference herein.

SIGNATURES

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

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