Fitch Rates Webster Fin'l Corp. Preferred Issuance 'BBB-'.

NEW YORK -- Fitch Ratings has assigned a 'BBB-' rating to the preferred stock issued by Webster Financial Corporation (WBS).

WBS issued $225 million, 8.50% Series A non-cumulative convertible perpetual preferred stock the holders of which may convert at any time into shares of common stock,

at a premium of approximately 22.5% of the closing price on June 5, 2008. On June 15, 2013, WBS will have the right under certain circumstances to cause the preferred stock to be converted into shares of common stock. Fitch has assigned Class E equity treatment (100% equity credit) to this issuance. Proceeds will be used for general corporate purposes, to increase parent company liquidity, and to provide additional capital.

Fitch has assigned the following rating:

Webster Financial Corporation

--Preferred Stock 'BBB-'.

Fitch's rating definitions and the terms of use of such ratings are available on the agency's public site, www.fitchratings.com. Published ratings, criteria and methodologies are available from this site, at all times. Fitch's code of conduct, confidentiality, conflicts of interest, affiliate firewall, compliance and other relevant policies and procedures are also available from the 'Code of Conduct' section of this site.