Description of Arrangement for Directors Fees

The table below sets forth the amount of fees payable to outside directors of Webster Financial Corporation for their services as Directors for the period April 2012 to April 2013. The Compensation Committee will conduct the annual compensation review in February 2013. The Committee may decide to revise the Schedule shown below at the meeting or at another meeting.

Board Meeting Attended                        $ 1,200

Committee Meeting Attended                    $ 1,200

Telephonic Board Meeting                        $ 600

Telephonic Committee Meeting                    $ 600

Separate Webster Financial Corporation and Webster            $ 2,000

Bank Board Meetings (Held on the Same Day)

Annual Retainer for the Chair of the Audit Committee        $15,000

Annual Retainer for the Chair of the Compensation Committee    $10,000

Annual Retainer for the Chair of the Risk Committee            $10,000

Annual Retainer for the Chair of the Nominating & Corporate        $ 7,500

Governance Committee