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): February 18, 2003



                         WEBSTER FINANCIAL CORPORATION.
             -------------------------------------------------------
             (Exact name of registrant as specified in its charter)



          DELAWARE                     0-15213                   06-1187536
----------------------------        ------------             -------------------
(State or other jurisdiction         (Commission              (IRS Employer
      of incorporation)             File Number)             Identification No.)



                   WEBSTER PLAZA, WATERBURY, CONNECTICUT 06702
             -------------------------------------------------------
                    (Address of principal executive offices)



       Registrant's telephone number, including area code: (203) 578-2476
                                                           --------------


                                 NOT APPLICABLE
            -------------------------------------------------------
           (Former name or former address, if changed since last report)

<PAGE>
ITEM 5.  OTHER EVENTS.
         -------------

            On February 18, 2003, Webster Financial Corporation issued a press
release announcing the date of its annual meeting of shareholders. That press
release is filed as Exhibit 99 to this report and is incorporated by reference
herein.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.
         ----------------------------------

(c)      Exhibits.

Exhibit No.       Description
-----------       -----------

         99       Press Release dated February 18, 2003.

<PAGE>


                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                    WEBSTER FINANCIAL CORPORATION
                                    -----------------------------
                                    (Registrant)



                                    /s/ William J. Healy
                                   -----------------------------
                                    William J. Healy
                                    Executive Vice President and
                                    Chief Financial Officer





Date: February 24, 2003
<PAGE>

EXHIBIT INDEX
-------------



Exhibit No.        Description
-----------        -----------

     99            Press Release dated February 18, 2003.

<PAGE>

                                                                      EXHIBIT 99

WEBSTER CONTACTS:
-----------------
<TABLE>

<S>        <C>                            <C>
MEDIA:     Art House, 203-578-2391        INVESTORS: Terrence K. Mangan, 203-578-2318
           ahouse@websterbank.com                    tmangan@websterbank.com
           ----------------------                    -----------------------

MEDIA:     Clark Finley, 203-578-2429
           cfinley@websterbank.com
           -----------------------
</TABLE>

               WEBSTER SHAREHOLDERS MEETING WILL BE APRIL 24, 2003

         WATERBURY, Conn., Feb. 18, 2003 -- Webster Financial Corporation (NYSE:
WBS), announced today that its Board of Directors has scheduled the
corporation's annual meeting of shareholders for 4 p.m. (Eastern Standard Time)
Thursday, April 24, 2003 at the Courtyard by Marriott, 63 Grand Street,
Waterbury, Connecticut.

         The record date for shareholders to vote at the meeting is March 4,
2003.

                                      * * *

Webster Financial Corporation is the holding company for Webster Bank and
Webster Insurance. With $13 billion in assets, Connecticut-based Webster Bank
provides business and consumer banking, mortgage, insurance, trust and
investment services through more than 110 banking offices, 214 ATMs and the
Internet (www.websteronline.com). Webster Financial Corporation is majority
owner of Chicago-based Duff & Phelps, LLC, a leader in financial advisory
services. Webster Bank owns the asset-based lending firm, Whitehall Business
Credit Corporation, Center Capital Corporation, an equipment financing company
headquartered in Farmington, Connecticut and Webster Trust Company, N.A.

For more information about Webster, including past press releases and the latest
Annual Report, visit the Webster Bank web site at www.websteronline.com.
                                                  ----------------------
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{"company-data": {"conformed-name": "WEBSTER FINANCIAL CORP", "cik": "0000801337", "assigned-sic": "6035", "irs-number": "061187536", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-31486", "film-number": "03577467"}, "business-address": {"street1": "WEBSTER PLAZA", "street2": "145 BANK ST", "city": "WATERBURY", "state": "CT", "zip": "06720", "phone": "2037532921"}, "mail-address": {"street1": "WEBSTER PLAZA", "city": "WATERBURY", "state": "CT", "zip": "06720"}}
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): February 18, 2003

                         WEBSTER FINANCIAL CORPORATION.
             -------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          DELAWARE                     0-15213                   06-1187536
----------------------------        ------------             -------------------
(State or other jurisdiction         (Commission              (IRS Employer
      of incorporation)             File Number)             Identification No.)

                   WEBSTER PLAZA, WATERBURY, CONNECTICUT 06702
             -------------------------------------------------------
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (203) 578-2476
                                                           --------------

                                 NOT APPLICABLE
            -------------------------------------------------------
           (Former name or former address, if changed since last report)
ITEM 5.  OTHER EVENTS.
         -------------

            On February 18, 2003, Webster Financial Corporation issued a press
release announcing the date of its annual meeting of shareholders. That press
release is filed as Exhibit 99 to this report and is incorporated by reference
herein.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.
         ----------------------------------

(c)      Exhibits.

Exhibit No.       Description
-----------       -----------

         99       Press Release dated February 18, 2003.
SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                    WEBSTER FINANCIAL CORPORATION
                                    -----------------------------
                                    (Registrant)

                                    /s/ William J. Healy
                                   -----------------------------
                                    William J. Healy
                                    Executive Vice President and
                                    Chief Financial Officer

Date: February 24, 2003
EXHIBIT INDEX
-------------

Exhibit No.        Description
-----------        -----------

     99            Press Release dated February 18, 2003.
EXHIBIT 99

WEBSTER CONTACTS:
-----------------
MEDIA:     Art House, 203-578-2391        INVESTORS: Terrence K. Mangan, 203-578-2318
           ahouse@websterbank.com                    tmangan@websterbank.com
           ----------------------                    -----------------------

MEDIA:     Clark Finley, 203-578-2429
           cfinley@websterbank.com
           -----------------------
WEBSTER SHAREHOLDERS MEETING WILL BE APRIL 24, 2003

         WATERBURY, Conn., Feb. 18, 2003 -- Webster Financial Corporation (NYSE:
WBS), announced today that its Board of Directors has scheduled the
corporation's annual meeting of shareholders for 4 p.m. (Eastern Standard Time)
Thursday, April 24, 2003 at the Courtyard by Marriott, 63 Grand Street,
Waterbury, Connecticut.

         The record date for shareholders to vote at the meeting is March 4,
2003.

                                      * * *

Webster Financial Corporation is the holding company for Webster Bank and
Webster Insurance. With $13 billion in assets, Connecticut-based Webster Bank
provides business and consumer banking, mortgage, insurance, trust and
investment services through more than 110 banking offices, 214 ATMs and the
Internet (www.websteronline.com). Webster Financial Corporation is majority
owner of Chicago-based Duff & Phelps, LLC, a leader in financial advisory
services. Webster Bank owns the asset-based lending firm, Whitehall Business
Credit Corporation, Center Capital Corporation, an equipment financing company
headquartered in Farmington, Connecticut and Webster Trust Company, N.A.

For more information about Webster, including past press releases and the latest
Annual Report, visit the Webster Bank web site at www.websteronline.com.
                                                  ----------------------