Sec Form 5 Filing - MULLIGAN PETER K @ WEBSTER FINANCIAL CORP - 2003-12-31

FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MULLIGAN PETER K 2. Issuer Name and Ticker or Trading Symbol WEBSTER FINANCIAL CORP [ WBS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Senior Executive Vice Presiden (Last) (First) (Middle) WEBSTER PLAZA 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2003 (Street) WATERBURY, CT06702 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 15,889 D Common Stock 14,787 ( 1 ) I 401(k) plan Common Stock 2,103 I ESOP Common Stock 1,992 ( 2 ) I ESPP

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Options (Right to buy) $ 22.81 10/23/2003 10/23/2010 Common Stock 69,450 69,450 D Stock Options (Right to buy) $ 24.625 12/07/2002 12/07/2009 Common Stock 8,150 8,150 D Stock Options (Right to buy) $ 29.84 12/17/2004 12/17/2011 Common Stock 17,350 17,350 D Stock Options (Right to buy) $ 34.6 12/16/2003 12/16/2012 Common Stock 17,508 17,508 ( 3 ) D Stock Option $ 11.25 04/17/1998 04/17/2005 Common Stock 10,000 10,000 D Stock Option $ 14.0625 12/19/1998 12/19/2005 Common Stock 12,000 12,000 D Stock Option $ 19.0938 12/23/1999 12/23/2006 Common Stock 12,200 12,200 D Stock Option $ 26.5 12/17/2001 12/17/2008 Common Stock 8,350 8,350 D Stock Option $ 31.75 12/15/2000 12/15/2007 Common Stock 12,000 12,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MULLIGAN PETER K WEBSTER PLAZA WATERBURY, CT06702 Senior Executive Vice Presiden Signatures Renee P. Seefried by Power of Atty. 02/13/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Between January 1, 2003 and December 31, 2003, the reporting person acquired 970 shares of Webster common stock under the Webster 401(k) plan. ( 2 )Between January 1, 2003 and December 31, 2003, the reporting person acquired 515 shares of Webster common stock under the Webster ESPP plan. ( 3 )4 yr. incremental vesting - 25% vests each year for 4 years

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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