Company Strengthened Capital, Bolstered Loan Loss Reserves, Reduced Expenses

WATERBURY, Conn., Jan. 23 /PRNewswire-FirstCall/ -- Webster Financial Corporation (NYSE: WBS), the holding company for Webster Bank, N.A., today announced preliminary results for the fourth quarter and the year ended December 31, 2008. Final results are pending completion of goodwill impairment analysis as outlined below.

Key points for the quarter included:

Loss of $300 million or $5.91 per diluted share, largely driven by a $188.9 million non-cash goodwill impairment charge that the Company has determined it will record which has no effect on the Company's liquidity and capital positions, and $129.6 million for non-cash other-than-temporary impairment ("OTTI") charges on certain investment securities

Provision for credit losses of $100 million against $52.8 million of net loan charge-offs; allowance for credit losses increased to 2.02 percent of total loans and 106 percent of nonperforming loans. Past due loans and non performing loans grew at a reduced rate from last quarter end

Planned elimination of approximately 200 additional positions across the Company, resulting in an additional severance charge of $4.2 million

Pre-tax operating loss of $35.9 million or $.83 per diluted share before OTTI, goodwill impairment, securities gain and losses and severance charges

Strong tangible capital position, including all of the above charges, of 7.70 percent at year end compared to 5.89 percent a year ago. Significantly exceed all requirements for well capitalized regulatory ratios

Dividend reduced to $.01, reflecting desire to preserve strong capital position

Goodwill Impairment

As indicated in the Form 8-K filed January 15, 2009, the Company has been testing its goodwill for potential impairment based on the continued public capital markets disruption and the Company's market capitalization deterioration compared to book value. The Company engaged an independent valuation firm to assist with the testing of the carrying value of goodwill, which totaled $718.5 million at September 30, 2008. In light of recent market and economic events, the Company is continuing to review goodwill to determine whether any further impairment results. Based on analysis to date, the Company has determined there was goodwill impairment of $188.9 million related to its commercial banking, consumer finance and other business segments. However, a final conclusion has not been reached regarding the Company's retail banking segment. As to that segment, the Company could incur impairment charges to further reduce the carrying amount of goodwill, which could also result in an increase in the valuation allowance against its deferred tax asset. A goodwill impairment charge is non-cash in nature and does not affect the Company's liquidity, tangible equity or its well capitalized position under regulatory capital ratios. The Company expects to complete its goodwill analysis in the near future.



                                     Pre-tax Operating Income
                                                       Twelve    Twelve
    (in thousands, except per                          Months    Months
     share data)                 Three Months Ended     Ended     Ended
                                Dec. 31,    Sept. 30,  Dec. 31,  Dec. 31,
                                  2008         2008      2008      2007

    Net (Loss) Income Before
     Tax                        $(364,489) $(18,114) $(384,597) $158,784

    Adjustments:
      OTTI Charge                 129,593    33,507    219,277     3,565
      Securities Losses (Gains)     4,233     2,110      6,094    (1,721)
      Severance                     5,905     1,535     16,158    15,608
      Impairment of Goodwill      188,866     1,013    198,379         -
      Gain on Webster Capital
       Trust Securities                 -         -          -    (2,130)
      Visa Share Redemption             -         -     (1,625)        -
        Total Adjustments         328,597    38,165    438,283    15,322
    Pre-tax Operating Loss
     Income                      $(35,892)  $20,051    $53,686  $174,106
    Pre Tax Loss Earnings Per
     Share                         $(0.83)    $0.29      $0.80     $3.17

For the full year 2008, net loss totaled $321.8 million, or $6.42 loss per diluted share, compared to net income of $96.8 million, or $1.76 per diluted share in the year-ago period. Pre-tax operating loss in the full year 2008 before OTTI, goodwill impairment, securities gains/losses, and severance charges was $53.7 million or $.80 per diluted share compared to $174.1 million, or $3.17 per diluted share for the 2007 full year. Pre-tax operating income and operating EPS, representing pre-tax earnings and EPS determined in accordance with generally accepted accounting principles ("GAAP") excluding the effects of the pre-tax, non-cash OTTI charge and other items noted above, provide a more meaningful comparison for effectively evaluating the Company's core operating results.

Webster Chairman and Chief Executive Officer James C. Smith said, "Webster's exceptionally strong capital position enables us to act purposefully to address the current and future challenges faced by the financial services industry. We are committed and well prepared to meet our customers' needs and to contribute to the eventual economic recovery in our region."

Webster will provide details on its fourth quarter performance in a conference call at 9:00 AM EST today (refer to details for the conference call at the end of this release). In addition, Webster has posted supplemental information regarding its investment securities portfolio and other items on our website at www.wbst.com.

Previously announced charges taken in the fourth quarter included $118.0 million in write-downs for OTTI for certain capital trust investment securities classified as available for sale and $11.6 million for equity securities also classified as available for sale. The $188.9 million goodwill impairment charge reflects the effect of current economic deterioration on loan values and the impact of substantial interest rate decreases in the fourth quarter. This non-cash charge has no effect on the company's liquidity and capital positions.

Of the $5.9 million severance charge recorded in the fourth quarter, $4.2 million relates to the next phase of the OneWebster earnings optimization program. This program is expected to result in $50 million in annual benefits by 2010. This next phase includes the elimination of 200 positions in addition to the 237 net position reductions previously announced. Webster Chief Financial Officer and Chief Risk Officer Jerry Plush stated, "We recognize that further expense discipline is essential given current economic conditions. This next phase focused on centralization of like functions and spans of control."

On December 18, 2008, the Office of the Comptroller of the Currency (OCC) terminated the Memorandum of Understanding (MOU) issued by the OCC on July 24, 2006 in relation to bank compliance, Bank Secrecy Act, Flood Act and internal audit programs.

Webster also announced today that its Board of Directors, at its January 22, 2009 meeting, declared a regular quarterly cash dividend at the reduced level of $.01 per common share. The dividend is payable on February 19, 2009 to shareholders of record on February 5, 2009. Chairman and CEO Smith noted: "Given this extended period of unprecedented economic uncertainty, the Board has chosen to reduce the dividend to preserve capital."

Asset Quality

    --  Total nonperforming assets were $263.2 million or 2.15 percent of total
        loans and other real estate owned at December 31, 2008 compared to
        $250.5 million or 1.94 percent at September 30, 2008. The $12.7 million
        increase in nonperforming assets was primarily attributed to a $7.9
        million increase in other real estate owned and a $6.2 million increase
        in non performing loans in the liquidating portfolio offset by a decline
        of $1.4 million of nonperforming loans in the continuing portfolio


    --  Past due loans for the continuing portfolios totaled $117.4 million at
        December 31, 2008, an increase of $15.3 million compared to $102.1
        million at September 30, 2008.  The increase was primarily related to
        increases of $12.3 million in commercial, $1.8 million in equipment
        financing, $5.5 million in residential loans and $10.6 million in
        consumer loans offset by decreases in commercial real estate of $11.1
        million and residential development of $3.6 million. Past due loans for
        the liquidating portfolio totaled $21.0 million at December 31, 2008
        compared to $19.1 million at September 30, 2008.

Net interest income

    --  Net interest margin was 3.20 percent in the fourth quarter compared to
        3.32 percent in the third quarter; the decline reflects the impact of
        three Federal Reserve rate reductions totaling 175 bps in the fourth
        quarter as well as interest reversals on nonaccrual loans and pooled
        trust preferred securities.


    --  Average earning assets totaled $15.9 billion, up from $15.8 billion last
        quarter.

Provision For Credit Losses

    --  $75.0 million of the provision for credit losses was related to the
        Company's continuing portfolios, including $30.0 million for
        residential development loans in the commercial real estate portfolio,
        and $25.0 million was related to the liquidating home equity portfolio.


    --  The increase over the third quarter reflects charge-offs based on recent
        appraisals on nonaccruing residential development loans, higher
        forecasted charge-offs for the liquidating home equity portfolio in
        light of deteriorating economic conditions, and increased reserve levels
        for other lines of business given economic deterioration.

Non-interest income

    --  Deposit service fees declined by $1.7 million from last quarter;
        primarily from a decline in NSF fees.


    --  Wealth and investment services revenues declined by $590,000; primarily
        from a decline in the value of assets under management due to adverse
        market conditions.


    --  Loss on sale of securities totaled $4.2 million; primarily to maximize
        tax strategies.

Non-interest expenses

    --  Excluding goodwill impairment and OneWebster charges, the decline from
        last quarter represents reduced operating expenses from One Webster
        initiatives as well as a significant reduction in incentive
        compensation.

Income Taxes

    --  Due to the pre-tax loss, the effective tax rate for the fourth quarter
        was not meaningful. The $64.0 million tax benefit in the quarter on the
        $364.5 million pre-tax loss applicable to continuing operations in the
        period was impacted primarily by substantially no tax benefit being
        available on the goodwill impairment charge ($66 million otherwise) and
        to a lesser extent, no tax benefit being available on a portion of the
        securities losses.


    --  For tax purposes, $19.6 million of the securities losses are capital in
        nature and the tax benefits on those have been limited ($6.8 million
        otherwise). Offsetting that, in part, was the recognition of a $3.8
        million tax benefit due to the October 2008 passage of the U.S.
        Emergency Economic Stabilization Act, which included a provision
        permitting banks to treat losses relating to FNMA and FHLMC preferred
        stock as ordinary instead of capital. The $3.8 million of benefit
        pertains to losses incurred by the Company prior to the fourth quarter
        when the tax benefits were limited.

Investment securities

    --  Total investments were $3.8 billion at December 31, 2008 compared to
        $3.0 billion at September 30, 2008. The increase was primarily driven by
        a $468 million residential loan securitization undertaken in the fourth
        quarter. The securitization was undertaken to generate additional
        collateral for borrowings and municipal deposits.

Loans

    --  Total loans were $12.2 billion at December 31, 2008 compared to $12.9
        billion at September 30, 2008. In the fourth quarter, commercial and
        commercial real estate loans decreased by $90.2 million and $133.0
        million, respectively while consumer increased by $43.8 million. 
        Residential mortgage loans declined by $499.4 million largely as a
        result of the aforementioned residential loan securitization undertaken
        during the fourth quarter.

Deposits and borrowings

    --  Total deposits were $11.9 billion at December 31, 2008 compared to $11.8
        billion at September 30, 2008. In the fourth quarter, consumer
        preferences shifted to certificates of deposits, savings accounts and
        NOW accounts as balances increased $184.8 million, $43.1 million and
        $61.6 million, respectively. Offsetting these increases were decreases
        in demand deposits and money market accounts of $16.0 million and $235.2
        million, respectively.


    --  Core deposits as a percent of total deposits was 59.0 percent at
        December 31, 2008 compared to 60.5 percent at the end of the third
        quarter and 59.5 percent a year ago.


    --  Total borrowings were $3.6 billion, a decline of $107 million from $3.7
        billion at September 30, 2008.

Webster Financial Corporation is the holding company for Webster Bank, National Association. With $17.5 billion in assets, Webster provides business and consumer banking, mortgage, financial planning, trust and investment services through 181 banking offices, 489 ATMs, telephone banking and the Internet. Webster Bank owns the asset-based lending firm Webster Business Credit Corporation, the insurance premium finance company Budget Installment Corp., Center Capital Corporation, an equipment finance company headquartered in Farmington, Conn., and provides health savings account trustee and administrative services through HSA Bank, a division of Webster Bank. Member FDIC and equal housing lender. For more information about Webster, including past press releases and the latest annual report, visit the Webster website at www.websteronline.com.

Conference Call

A conference call covering Webster's fourth quarter earnings announcement will be held today, Friday, January 23, at 9:00 a.m. EST and may be heard through Webster's investor relations website at www.wbst.com, or in listen-only mode by calling 1-877-407-8289 or 201-689-8341 internationally. The call will be archived on the website and available for future retrieval.

Forward-looking Statements

Statements in this press release regarding Webster Financial Corporation's business that are not historical facts are "forward-looking statements" that involve risks and uncertainties. For a discussion of such risks and uncertainties that could cause actual results to differ from those contained in the forward-looking statement, see "Forward Looking Statements" in Webster's Annual Report for 2007. Except as required by law, Webster does not undertake to update any such forward looking information.

Non-GAAP Financial Measures

In addition to results presented in accordance with GAAP, this press release contains certain non-GAAP financial measures. A reconciliation of net income and other performance ratios, as adjusted, is included in the accompanying selected financial highlights table.

We believe that providing certain non-GAAP financial measures provides investors with information useful in understanding our financial performance, our performance trends and financial position. Specifically, we provide measures based on what we believe are our operating earnings on a consistent basis and exclude non-core operating items which affect the GAAP reporting of results of operations. We utilize these measures for internal planning and forecasting purposes. We, as well as securities analysts, investors and other interested parties, also use these measures to compare peer company operating performance. We believe that our presentation and discussion, together with the accompanying reconciliations, provides a complete understanding of factors and trends affecting our business and allows investors to view performance in a manner similar to management. These non-GAAP measures should not be considered a substitute for GAAP basis measures and results and we strongly encourage investors to review our consolidated financial statements in their entirety and not to rely on any single financial measure. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies' non-GAAP financial measures having the same or similar names.



    Media Contact                             Investor Contact
    Ed Steadham 203-578-2287                  Terry Mangan 203-578-2318
    esteadham@websterbank.com                 tmangan@websterbank.com



    WEBSTER FINANCIAL CORPORATION
    Selected Financial Highlights (unaudited)
    -----------------------------------------
                      At or for the Three       At or for the Twelve
                   Months Ended December 31,   Months Ended December 31,
    (In
     thousands,
     except per
     share data)          2008         2007          2008         2007
    ------------          ----         ----          ----         ----

    Net income (loss) and performance ratios (annualized):
    ------------------------------------------------------

    Net income
     (loss)        $(300,501)     $(8,698)    $(321,830)     $96,773
    Net income
     (loss) per
     diluted
     common share      (5.91)       (0.16)        (6.42)        1.76
    Return on
     average
     shareholders'
      equity          (61.74)%      (1.95)%      (17.60)%       5.22%
    Return on
     average
     tangible
     equity           (99.52)       (3.37)       (29.76)        8.83
    Return on
     average
     assets            (6.87)       (0.21)        (1.86)        0.57

    Income (loss) from continuing operations and performance ratios
     (annualized):
    ---------------------------------------------------------------

    Income (loss)
     from
     continuing
     operations    $(300,509)      $5,169     $(318,757)    $110,696
    Net income
     (loss) from
     continuing
     operations
     per diluted
     common share      (5.91)        0.10         (6.36)        2.01
    Return on
     average
     shareholders'
      equity          (61.74)%       1.16%       (17.43)%       5.97%
    Return on
     average
     tangible
     equity           (99.52)        2.00        (29.48)       10.10
    Return on
     average
     assets            (6.87)        0.12         (1.84)        0.66
    Noninterest
     income as a
     percentage of
     total revenue   (213.84)       28.14         (5.87)       28.48
    Efficiency
     ratio (a)         59.08        62.88         62.51        61.98

    Asset quality:
    --------------

    Allowance for
     credit losses  $245,829     $197,586      $245,829     $197,586
    Nonperforming
     assets          263,189      121,072       263,189      121,072
    Allowance for
     credit losses
     / total loans      2.02%        1.58%         2.02%        1.58%
    Net charge-
     offs /
     average loans
     (annualized)       1.66         0.38          1.09         0.20
    Nonperforming
     loans / total
     loans              1.91         0.90          1.91         0.90
    Nonperforming
     assets /
     total loans
     plus OREO          2.15         0.97          2.15         0.97
    Allowance for
     credit losses
     /
     nonperforming
      loans           105.70       175.01        105.70       175.01

    Other ratios (annualized):
    --------------------------

    Tangible
     capital ratio      7.70%        5.89%         7.70%        5.89%
    Tangible
     common equity
     ratio              4.08         5.89          4.08         5.89
    Total-risk
     based capital
     (d)               15.20        11.39         15.20        11.39
    Shareholders'
     equity /
     total assets      10.66        10.10         10.66        10.10
    Interest-rate
     spread             3.11         3.18          3.21         3.32
    Net interest
     margin             3.20         3.26          3.28         3.40

    Share related:
    --------------

    Book value
     per common
     share            $23.78       $33.09        $23.78       $33.09
    Tangible book
     value per
     common share      13.35        18.73         13.35        18.73
    Common stock
     closing price     13.78        31.97         13.78        31.97
    Dividends
     declared per
     common share       0.30         0.30          1.20         1.17

    Common shares
     issued and
     outstanding      52,884       52,475        52,884       52,475
    Basic shares
     (average)        52,031       52,400        52,020       54,469
    Diluted
     shares
     (average)        52,031       52,795        52,020       54,996


    Footnotes:
    (a) Calculated using SNL's methodology - noninterest expense (excluding
        foreclosed property expenses, intangible amortization, goodwill
        impairments and other charges) as a percentage of net interest income
        (FTE basis) plus noninterest income (excluding gain/loss on securities
        and other charges).
    (b) For purposes of the yield computation, unrealized gains (losses) on
        securities available for sale are excluded from the average balance.
    (c) NCLC is defined as National Construction Lending Center
    (d) The ratios presented are projected for the 2008 reporting periods and
        actual for the 2007 reporting periods.



    WEBSTER FINANCIAL CORPORATION
    Consolidated Balance Sheet   (unaudited)
    -----------------------------------------
                                         December   September    December
                                           31,         30,          31,
     (In thousands)                       2008        2008         2007
     --------------                       ----        ----         ----
     Assets:

     Cash and due from depository
      institutions                      $259,208     $221,195     $306,654
     Short-term investments               22,154        6,449        5,112

     Investment securities:
       Trading, at fair value                 77        1,197        2,340
       Available for sale, at fair
        value                          1,188,705      824,118      639,364
       Held-to-maturity                2,522,511    2,031,665    2,107,227
       Other securities                  134,874      134,874      110,962
                                         -------      -------      -------
          Total securities             3,846,167    2,991,854    2,859,893



     Loans held for sale                  24,524        3,247      221,568

     Loans:
       Residential mortgages           3,068,441    3,567,825    3,641,602
       Commercial                      3,586,807    3,677,069    3,516,213
       Commercial real estate          2,232,174    2,365,181    2,059,881
       Consumer                        3,300,169    3,256,314    3,258,247
                                       ---------    ---------    ---------
          Total loans                 12,187,591   12,866,389   12,475,943
     Allowance for loan losses          (235,329)    (189,169)    (188,086)
                                       ---------    ---------    ---------
          Loans, net                  11,952,262   12,677,220   12,287,857


     Accrued interest receivable          74,307       75,830       80,432
     Premises and equipment, net         185,928      188,443      193,063
     Goodwill and other intangible
      assets, net                        563,926      754,026      768,015
     Cash surrender value of life
      insurance                          279,807      277,176      269,366
     Assets held for disposition           5,571          900       51,603
     Unsettled trades                        105       68,996        2,308
     Deferred tax assets, net            189,337      127,628       58,126
     Prepaid expenses and other
      assets                             180,241      123,073       97,963
                                         -------      -------       ------

     Total Assets                    $17,583,537  $17,516,037  $17,201,960
                                     ===========  ===========  ===========

     Liabilities and Shareholders'
      Equity:

     Deposits:
       Demand deposits                $1,493,295   $1,509,319   $1,538,083
       NOW accounts                    1,802,250    1,740,650    1,718,757
       Money market deposit accounts   1,356,361    1,591,599    1,828,656
       Savings accounts                2,361,169    2,318,014    2,259,747
       Certificates of deposit         4,677,615    4,492,767    4,772,624
       Brokered deposits                 194,200      180,026      236,291
                                         -------      -------      -------
          Total deposits              11,884,890   11,832,375   12,354,158

     Securities sold under
      agreements to repurchase and
      other short-term debt            1,570,971    1,688,728    1,238,012
     Federal Home Loan Bank
      advances                         1,335,996    1,355,931    1,052,228
     Long-term debt                      687,797      657,004      650,643
     Liabilities held for
      disposition                              -            -        9,261
     Accrued expenses and other
      liabilities                        220,187      155,853      151,449
                                         -------      -------      -------
          Total liabilities           15,699,841   15,689,891   15,455,751

     Preferred stock of subsidiary
      corporation                          9,577        9,577        9,577

     Shareholders' equity              1,874,119    1,816,569    1,736,632
                                       ---------    ---------    ---------

     Total Liabilities and
      Shareholders' Equity           $17,583,537  $17,516,037  $17,201,960
                                     ===========  ===========  ===========


    See Selected Financial Highlights for footnotes.



    WEBSTER FINANCIAL CORPORATION
    Consolidated Statements of Operations (unaudited)
    -------------------------------------------------

                                      Three Months Ended  Twelve Months Ended
                                         December 31,         December 31,
                                         ------------         ------------
    (In thousands, except per share
     data)                                2008      2007       2008      2007
    -------------------------------       ----      ----       ----      ----

      Interest income:
      Loans                           $168,200  $205,363   $710,621  $837,711
      Investment securities and
       short-term investments           40,398    36,318    157,055   136,324
      Loans held for sale                   51     3,276      1,597    21,560
                                            --     -----      -----    ------
         Total interest income         208,649   244,957    869,273   995,595
                                       -------   -------    -------   -------

      Interest expense:
      Deposits                          57,154    89,510    250,182   361,307
      Borrowings                        25,427    32,748    113,300   126,096
                                        ------    ------    -------   -------
         Total interest expense         82,581   122,258    363,482   487,403
                                        ------   -------    -------   -------

         Net interest income           126,068   122,699    505,791   508,192
      Provision for credit losses      100,000    45,250    186,300    67,750
                                       -------    ------    -------    ------
         Net interest income after
          provision for credit
          losses                        26,068    77,449    319,491   440,442
                                        ------    ------    -------   -------

      Noninterest income:
      Deposit service fees              30,018    30,577    120,132   114,645
      Loan related fees                  7,147     7,328     29,067    30,830
      Wealth and investment services     6,480     7,507     28,140    29,164
      Mortgage banking activities          336     1,276      1,230     9,316
      Increase in cash surrender
       value of life insurance           2,631     2,637     10,441    10,386
      Gain (loss) on sale of
       securities, net                  (4,233)      195     (4,034)    1,721
      Other                              1,315     2,094      6,684     7,685
                                         -----     -----      -----     -----
                                        43,694    51,614    191,660   203,747
      Loss on write-down of
       investments to fair value      (129,593)   (3,565)  (219,277)   (3,565)
      Loss on sale of FNMA/FHLMC
       preferred stock                       -         -     (2,060)        -
      Visa share redemption                  -         -      1,625         -
      Gain on Webster Capital Trust
       I and II securities                   -         -          -     2,130
                                             -         -          -     -----
          Total noninterest income     (85,899)   48,049    (28,052)  202,312
                                       -------    ------    -------   -------

      Noninterest expenses:
      Compensation and benefits         52,078    60,965    239,701   244,570
      Occupancy                         13,406    12,821     53,043    49,378
      Furniture and equipment           15,469    15,353     61,155    59,771
      Intangible amortization            1,463     1,881      5,939    10,374
      Marketing                          2,895     1,727     13,956    14,213
      Professional services              4,101     3,721     15,758    15,038
      Foreclosed property expense        3,414     1,634      8,943     2,010
      FDIC deposit insurance
       assessment                        3,468       357      4,698     1,520
      Other                             13,593    16,522     58,306    62,548
                                       109,887   114,981    461,499   459,422
      Debt redemption premium                -         -          -     8,940
      Severance and other costs          5,905     5,343     16,158    15,608
      Impairment of goodwill           188,866         -    198,379         -
                                       -------         -    -------         -
         Total noninterest expenses    304,658   120,324    676,036   483,970
                                       -------   -------    -------   -------

      Income (loss) from continuing
       operations before income
       taxes                          (364,489)    5,174   (384,597)  158,784
      Income taxes (benefit)           (63,980)        5    (65,840)   48,088
                                       -------         -    -------    ------
         Income (loss) from continuing
          operations                  (300,509)    5,169   (318,757)  110,696
      Income (loss) from
       discontinued operations, net
       of tax                                8   (13,867)    (3,073)  (13,923)
                                             -   -------     ------   -------
         Net income (loss)           $(300,501)  $(8,698) $(321,830)  $96,773
                                     ---------   -------  ---------   -------

      Preferred stock dividends          7,093         -     12,087         -
                                         -----         -     ------         -
         Net income (loss) available
          to common shareholders     $(307,594)  $(8,698) $(333,917)  $96,773
                                     =========   =======  =========   =======

         Diluted shares (average)       52,031    52,795     52,020    54,996

      Net income (loss) per common share:
      Basic
         Income (loss) from continuing
          operations                    $(5.91)    $0.10     $(6.36)    $2.03
         Net income (loss)               (5.91)    (0.17)     (6.42)     1.78
      Diluted
         Income (loss) from continuing
          operations                     (5.91)     0.10      (6.36)     2.01
         Net income (loss)               (5.91)    (0.16)     (6.42)     1.76


       See  Selected Financial Highlights for footnotes.



    WEBSTER FINANCIAL CORPORATION
    Five Quarter Consolidated Statements of Operations (unaudited)
    --------------------------------------------------------------

                                           Three Months Ended
                                           ------------------

                            Dec. 31,  Sept. 30,  June 30,  March 31,  Dec. 31,
    (In thousands,
     except per share
     data)                     2008       2008      2008       2008      2007
    -----------------          ----       ----      ----       ----      ----

    Interest income:
    Loans                  $168,200   $175,363  $175,786   $191,272  $205,363
    Investment
     securities and short-
     term investments        40,398     39,210    38,115     39,332    36,318
    Loans held for sale          51         54        92      1,400     3,276
                                 --         --        --      -----     -----
      Total interest
       income               208,649    214,627   213,993    232,004   244,957
                            -------    -------   -------    -------   -------

    Interest expense:
    Deposits                 57,154     57,730    60,056     75,242    89,510
    Borrowings               25,427     27,716    28,251     31,906    32,748
                             ------     ------    ------     ------    ------
      Total interest
       expense               82,581     85,446    88,307    107,148   122,258
                             ------     ------    ------    -------   -------

      Net interest income   126,068    129,181   125,686    124,856   122,699
    Provision for credit
     losses                 100,000     45,500    25,000     15,800    45,250
                            -------     ------    ------     ------    ------
      Net interest
       income after
       provision for
       credit losses         26,068     83,681   100,686    109,056    77,449
                             ------     ------   -------    -------    ------

    Noninterest income:
    Deposit service fees     30,018     31,738    29,943     28,433    30,577
    Loan related fees         7,147      7,171     7,891      6,858     7,328
    Wealth and
     investment services      6,480      7,070     7,634      6,956     7,507
    Mortgage banking
     activities                 336         50       104        740     1,276
    Increase in cash
     surrender value of
     life insurance           2,631      2,606     2,623      2,581     2,637
    Gain (loss) on sale
     of securities, net      (4,233)       (50)      126        123       195
    Other                     1,315      2,731       854      1,784     2,094
                              -----      -----       ---      -----     -----
                             43,694     51,316    49,175     47,475    51,614
    Loss on write-down
     of investments to
     fair value            (129,593)   (33,507)  (54,924)    (1,253)   (3,565)
    Loss on sale of FNMA/
     FHLMC preferred
     stock                        -     (2,060)        -          -         -
    VISA share redemption         -          -         -      1,625         -
                                  -          -         -      -----         -
       Total noninterest
        income              (85,899)    15,749    (5,749)    47,847    48,049
                            -------     ------    ------     ------    ------

    Noninterest expenses:
    Compensation and
     benefits                52,078     61,314    62,866     63,443    59,910
    Occupancy                13,406     12,827    13,128     13,682    12,321
    Furniture and
     equipment               15,469     14,892    15,634     15,160    15,353
    Intangible
     amortization             1,463      1,464     1,464      1,548     1,881
    Marketing                 2,895      2,478     4,940      3,643     1,727
    Professional services     4,101      3,798     3,706      4,153     3,721
    Foreclosed property
     expense                  3,414      3,464     1,552        513     1,634
    FDIC deposit
     insurance assessment     3,468        532       344        354       357
    Other                    13,593     14,227    16,221     14,265    16,522
                            109,887    114,996   119,855    116,761   113,426
    Severance and other
     costs                    5,905      1,535     9,368       (650)    6,898
    Impairment of
     goodwill               188,866      1,013     8,500          -         -
                            -------      -----     -----          -         -
      Total noninterest
       expenses             304,658    117,544   137,723    116,111   120,324
                            -------    -------   -------    -------   -------

    Income (loss) from
     continuing
     operations before
     income taxes          (364,489)   (18,114)  (42,786)    40,792     5,174
    Income taxes
     (benefit)              (63,980)    (1,878)  (14,285)    14,303         5
                            -------     ------   -------     ------         -
       Income (loss) from
        continuing
        operations         (300,509)   (16,236)  (28,501)    26,489     5,169
    Income (loss) from
     discontinued
     operations, net of
     tax                          8       (518)     (439)    (2,124)  (13,867)
                                  -       ----      ----     ------   -------
       Net income (loss)  $(300,501)  $(16,754) $(28,940)   $24,365   $(8,698)
                          =========   ========  ========    =======   =======

    Preferred stock
     dividends                7,093      4,994         -          -         -
                              -----      -----         -          -         -
       Net income (loss)
        available to common
        shareholders      $(307,594)  $(21,748) $(28,940)   $24,365   $(8,698)
                          ---------   --------  --------    -------   -------

       Diluted shares
        (average)            52,031     52,032    52,017     52,297    52,795

    Net income (loss) per common share:
    Basic
       Income (loss) from
        continuing
        operations           $(5.91)    $(0.41)   $(0.55)     $0.51     $0.10
       Net income (loss)      (5.91)     (0.42)    (0.56)      0.47     (0.17)
    Diluted
       Income (loss) from
        continuing
        operations            (5.91)     (0.41)    (0.55)      0.51      0.10
       Net income (loss)      (5.91)     (0.42)    (0.56)      0.47     (0.16)


    See Selected Financial Highlights for footnotes.



    WEBSTER FINANCIAL CORPORATION
    Five Quarter Interest-Rate Spreads (unaudited)

                                           Three Months Ended
                                           ------------------
                        December   September   June 30,   March 31,   December
                          31,         30,                                31,
                         2008        2008       2008        2008        2007
                         ----        ----       ----        ----        ----
    Interest-rate
     spread
    -------------
    Yield on
     interest-earning
     assets               5.24 %    5.45 %      5.51 %      6.02 %     6.42 %
    Cost of
     interest-bearing
     liabilities          2.13      2.21        2.31        2.82       3.24
                          ----      ----        ----        ----       ----
        Interest-rate
         spread           3.11 %    3.24 %      3.20 %      3.20 %     3.18 %
                          ====      ====        ====        ====       ====
        Net interest
         margin           3.20 %    3.32 %      3.26 %      3.27 %     3.26 %
                          ====      ====        ====        ====       ====



    Consolidated Average Balances,
    Yields and Rates Paid (unaudited)
    ------------------------------------------------------

    Three Months Ended December 31,                     2008
    -------------------------------                     ----
                                                                 Fully tax-
                                            Average              equivalent
    (Dollars in thousands)                  balance   Interest   yield/rate
    ----------------------                  -------   ---------  ----------

    Assets:
      Interest-earning assets:
      Loans                               $12,769,534  $168,200        5.22%
      Investment securities (b)             3,135,069    44,114        5.34
      Loans held for sale                       4,093        51        4.99
      Short-term investments                   11,399        40        1.38
                                               ------        --        ----
         Total interest-earning assets     15,920,095   212,405        5.24
                                                        -------        ----
      Noninterest-earning assets            1,570,208
                                            ---------
         Total assets                     $17,490,303
                                          ===========

    Liabilities and Shareholders' Equity:
      Interest-bearing liabilities:
      Demand deposits                      $1,510,066        $-           -%
      Savings, NOW and money market
          deposit accounts                  5,550,224    17,849        1.28
      Time deposits                         4,823,332    39,305        3.24
                                            ---------    ------        ----
         Total deposits                    11,883,622    57,154        1.91
                                           ----------    ------        ----
      Securities sold under agreements to repurchase
        and other short-term debt           1,446,049     6,345        1.72
      Federal Home Loan Bank advances       1,384,706     8,630        2.44
      Long-term debt                          665,382    10,452        6.28
                                              -------    ------        ----
         Total borrowings                   3,496,137    25,427        2.87
                                            ---------    ------        ----
         Total interest-bearing
          liabilities                      15,379,759    82,581        2.13
                                                         ------        ----
      Noninterest-bearing liabilities         154,048
                                              -------
         Total liabilities                 15,533,807

      Preferred stock of subsidiary
       corporation                              9,577

      Shareholders' equity                  1,946,919
                                            ---------
         Total liabilities and
          shareholders' equity            $17,490,303
                                          ===========
      Tax-equivalent net interest income                129,824
      Less: tax-equivalent adjustment                    (3,756)
                                                         ------

      Net interest income                              $126,068
                                                       ========

      Interest-rate spread                                             3.11%
                                                                       ====
      Net interest margin                                              3.20%
                                                                       ====



    Three Months Ended December 31,                      2007
    -------------------------------                      ----
                                                                 Fully tax-
                                            Average              equivalent
    (Dollars in thousands)                  balance   Interest   yield/rate
    ----------------------                  -------   ---------  ----------

    Assets:
      Interest-earning assets:
      Loans                               $12,422,076  $205,363        6.54%
      Investment securities (b)             2,672,421    39,329        5.85
      Loans held for sale                     208,199     3,276        6.29
      Short-term investments                   18,464       132        2.79
                                               ------       ---        ----
         Total interest-earning assets     15,321,160   248,100        6.42
                                                        -------        ----
      Noninterest-earning assets            1,564,878
                                            ---------
         Total assets                     $16,886,038
                                          ===========

    Liabilities and Shareholders' Equity:
      Interest-bearing liabilities:
      Demand deposits                      $1,492,936        $-           -%
      Savings, NOW and money market
          deposit accounts                  5,795,625    31,608        2.16
      Time deposits                         5,104,534    57,902        4.50
                                            ---------    ------        ----
         Total deposits                    12,393,095    89,510        2.86
                                           ----------    ------        ----
      Securities sold under agreements to repurchase
        and other short-term debt           1,072,976    11,560        4.22
      Federal Home Loan Bank advances         797,713     8,812        4.32
      Long-term debt                          662,904    12,376        7.47
                                              -------    ------        ----
         Total borrowings                   2,533,593    32,748        5.10
                                            ---------    ------        ----
         Total interest-bearing
          liabilities                      14,926,688   122,258        3.24
                                                        -------        ----
      Noninterest-bearing liabilities         161,761
                                              -------
         Total liabilities                 15,088,449

      Preferred stock of subsidiary
       corporation                              9,577

      Shareholders' equity                  1,788,012
                                            ---------
         Total liabilities and
          shareholders' equity            $16,886,038
                                          ===========
      Tax-equivalent net interest income                125,842
      Less: tax-equivalent adjustment                    (3,143)
                                                         ------

      Net interest income                              $122,699
                                                       ========

      Interest-rate spread                                             3.18%
                                                                       ====
      Net interest margin                                              3.26%
                                                                       ====


    See Selected Financial Highlights for footnotes.



    WEBSTER FINANCIAL CORPORATION
    Consolidated Average Balances,
    Yields and Rates Paid (unaudited)
    ------------------------------------------------------

    Twelve Months Ended December 31,                2008
    --------------------------------                ----
                                                            Fully tax-
                                       Average              equivalent
    (Dollars in thousands)             balance    Interest  yield/rate
    ----------------------             -------    --------  ----------

    Assets:
      Interest-earning assets:
      Loans                          $12,700,933  $710,621        5.60%
      Investment securities (b)        3,023,039   171,813        5.51
      Loans held for sale                 27,366     1,597        5.83
      Short-term investments               6,422       146        2.27
                                           -----       ---        ----
         Total interest-earning
          assets                      15,757,760   884,177        5.58
                                                   -------        ----
      Noninterest-earning assets       1,546,699
                                       ---------
         Total assets                $17,304,459
                                     ===========

    Liabilities and Shareholders' Equity:
      Interest-bearing liabilities:
      Demand deposits                 $1,487,661        $-           -%
      Savings, NOW and money market
          deposit accounts             5,776,660    80,994        1.40
      Time deposits                    4,764,386   169,188        3.55
                                       ---------   -------        ----
         Total deposits               12,028,707   250,182        2.08
                                      ----------   -------        ----
      Securities sold under agreements to repurchase
        and other short-term debt      1,359,318    34,643        2.55
      Federal Home Loan Bank
       advances                        1,269,098    39,236        3.09
      Long-term debt                     660,146    39,421        5.97
                                         -------    ------        ----
         Total borrowings              3,288,562   113,300        3.45
                                       ---------   -------        ----
         Total interest-bearing
          liabilities                 15,317,269   363,482        2.37
                                                   -------        ----
      Noninterest-bearing
       liabilities                       149,236
                                         -------
         Total liabilities            15,466,505

      Preferred stock of subsidiary
       corporation                         9,577

      Shareholders' equity             1,828,377
                                       ---------
         Total liabilities and
          shareholders' equity       $17,304,459
                                     ===========
                                                   520,695
      Less: tax-equivalent adjustment              (14,904)
                                                   -------

      Net interest income                         $505,791
                                                  ========

      Interest-rate spread                                        3.21%
                                                                  ====
      Net interest margin                                         3.28%
                                                                  ====



    Twelve Months Ended December 31,                2007
    --------------------------------                ----
                                                            Fully tax-
                                       Average              equivalent
    (Dollars in thousands)             balance    Interest  yield/rate
    ----------------------             -------    --------  ----------

    Assets:
      Interest-earning assets:
      Loans                          $12,390,955  $837,711        6.76%
      Investment securities (b)        2,470,400   144,352        5.79
      Loans held for sale                344,663    21,560        6.26
      Short-term investments              59,345     3,045        5.13
                                          ------     -----        ----
         Total interest-earning
          assets                      15,265,363 1,006,668        6.60
                                                 ---------        ----
      Noninterest-earning assets       1,590,282
                                       ---------
         Total assets                $16,855,645
                                     ===========

    Liabilities and Shareholders' Equity:
      Interest-bearing liabilities:
      Demand deposits                 $1,506,696        $-           -
      Savings, NOW and money market
          deposit accounts             5,749,378   125,590        2.18
      Time deposits                    5,218,449   235,717        4.52
                                       ---------   -------        ----
         Total deposits               12,474,523   361,307        2.90
                                      ----------   -------        ----
      Securities sold under agreements to repurchase
        and other short-term debt        996,341    44,769        4.49
      Federal Home Loan Bank
       advances                          757,367    35,302        4.66
      Long-term debt                     609,371    46,025        7.55
                                         -------    ------        ----
         Total borrowings              2,363,079   126,096        5.34
                                       ---------   -------        ----
         Total interest-bearing
          liabilities                 14,837,602   487,403        3.28
                                                   -------        ----
      Noninterest-bearing
       liabilities                       156,083
                                         -------
         Total liabilities            14,993,685

      Preferred stock of subsidiary
       corporation                         9,577

      Shareholders' equity             1,852,383
                                       ---------
         Total liabilities and
          shareholders' equity       $16,855,645
                                     ===========
                                                   519,265
      Less: tax-equivalent adjustment              (11,073)
                                                   -------

      Net interest income                         $508,192
                                                  ========

      Interest-rate spread                                        3.32%
                                                                  ====
      Net interest margin                                         3.40%
                                                                  ====


      See Selected Financial Highlights for footnotes.



    WEBSTER FINANCIAL CORPORATION
    Five Quarter Nonperforming Assets (unaudited)
    ---------------------------------------------
                               Dec. 31,  Sept. 30, June 30, March 31, Dec. 31,
    (Dollars in thousands)      2008       2008      2008      2008     2007
    ----------------------      ----       ----      ----      ----     ----

    Nonperforming loans:
       Continuing Portfolio:
      Commercial:
        Commercial             $49,987    $51,081   $55,788   $30,264  $26,804
        Equipment financing     13,138      7,462     6,718     5,719    6,473
                                ------      -----     -----     -----    -----
           Total commercial     63,125     58,543    62,506    35,983   33,277

      Commercial real estate     8,032      8,971     9,710     7,809    8,523
      Residential development   48,628     71,065    48,130    13,402    4,373
      Residential:
        Residential
         construction to
         permanent              10,896      8,189     6,660     4,200    2,820
        All other               37,385     27,992    19,633    22,042   19,532
                                ------     ------    ------    ------   ------
           Total residential    48,281     36,181    26,293    26,242   22,352

      Consumer                  29,939     23,668    20,745    17,084   14,455
                                ------     ------    ------    ------   ------
      Nonperforming loans -
       continuing portfolio    198,005    198,428   167,384   100,520   82,980
                               -------    -------   -------   -------   ------

       Liquidating Portfolio:
        NCLC (c)                17,623     17,491    29,025    29,804   22,797
        Consumer                16,938     10,994    10,651     9,378    7,126
                                ------     ------    ------     -----    -----
      Nonperforming loans -
       liquidating portfolio    34,561     28,485    39,676    39,182   29,923
    Total nonperforming loans  232,566    226,913   207,060   139,702  112,903
                               -------    -------   -------   -------  -------

    Other real estate owned
     and repossessed assets:
      Commercial                22,868     13,287     6,776     6,590    2,211
      Residential                5,382      6,014     4,071     1,820    1,062
      Consumer                   2,373      3,461     6,193     5,872    4,896
                                 -----      -----     -----     -----    -----
     Total other real estate
      owned and repossessed
      assets                    30,623     22,762    17,040    14,282    8,169
                                ------     ------    ------    ------    -----

    Total nonperforming
     assets                   $263,189   $249,675  $224,100  $153,984 $121,072
                              ========   ========  ========  ======== ========

     Accruing loans 90 or
      more days past due        $1,110       $708    $1,380    $1,032   $1,891
                                ======       ====    ======    ======   ======


    See Selected Financial Highlights for footnotes.



    WEBSTER FINANCIAL CORPORATION
    Five Quarter Past Due Loans (unaudited)
    ---------------------------------------
                               Dec. 31, Sept. 30, June 30, March 31, Dec. 31,
    (Dollars in thousands)       2008      2008     2008      2008     2007
    ----------------------       ----      ----     ----      ----     ----

    Past Due 30-89 days:
       Continuing Portfolio:
      Commercial:
        Commercial              $19,493    $7,196   $8,337   $10,229  $13,291
        Equipment financing       9,860     8,102    9,414    10,269    5,644
                                  -----     -----    -----    ------    -----
           Total commercial      29,353    15,298   17,751    20,498   18,935
      Commercial real estate      7,158    18,241    2,756    24,655    8,178
      Residential development     2,096     5,832    2,485     5,999    3,876
      Residential:
        Residential
         construction to
         permanent                3,934     4,156    1,914     3,339    3,743
        All other                41,048    35,341   24,621    22,295   19,967
                                 ------    ------   ------    ------   ------
           Total residential     44,982    39,497   26,535    25,634   23,710
      Consumer                   33,848    23,279   18,137    20,721   22,347
                                 ------    ------   ------    ------   ------
      Past Due 30-89 days -
       continuing portfolio     117,437   102,147   67,664    97,507   77,046
                                -------   -------   ------    ------   ------

       Liquidating Portfolio:
        NCLC (c)                  5,414     3,758    3,486     4,983   13,143
        Consumer                 15,621    15,370    8,063    10,473    8,793
                                 ------    ------    -----    ------    -----
      Past Due 30-89 days -
       liquidating portfolio     21,035    19,128   11,549    15,456   21,936
                                 ------    ------   ------    ------   ------

    Past Due 90 days or more:
        Commercial                  459       534    1,380       596    1,141
        Commercial real estate      450       174        -         -      550
        Residential
         development                201         -        -       436      200
                                    ---         -        -       ---      ---
      Past Due 90 days or more    1,110       708    1,380     1,032    1,891
                                  -----       ---    -----     -----    -----

        Total                  $139,582  $121,983  $80,593  $113,995 $100,873
                               ========  ========  =======  ======== ========


    See Selected Financial Highlights for footnotes.



    WEBSTER FINANCIAL CORPORATION
    Five Quarter Changes in the Allowance for Credit Losses (unaudited)
    -------------------------------------------------------------------
                                             For the Three Months Ended
                                             --------------------------
                                          Dec. 31,      Sept. 30,   June 30,
    (Dollars in thousands)                  2008          2008        2008
    ----------------------                  ----          ----        ----

    Beginning balance                   $198,669      $194,368    $189,808
     Provision                           100,000        45,500      25,000

    Charge-offs continuing portfolio:
        Commercial                         5,641        13,837       3,903
        Equipment financing                1,222           998         672
        Commercial real estate               253             -         378
        Residential development           29,909           161       3,711
        Residential                        3,037         1,624       1,036
        Consumer                           3,887         4,643       2,784
                                           -----         -----       -----
       Charge-offs continuing
        portfolio:                        43,949        21,263      12,484
    Recoveries                              (796)         (714)     (1,290)
                                            ----          ----      ------
        Net loan charge-offs              43,153        20,549      11,194
                                          ------        ------      ------
    Charge-offs liquidating portfolio:
        NCLC (c)                           1,518        14,025       4,203
        Consumer                           8,779         6,767       5,450
                                           -----         -----       -----
       Charge-offs liquidating
        portfolio:                        10,297        20,792       9,653
    Recoveries                              (610)         (142)       (407)
                                            ----          ---