<PAGE>
                                    FORM 8-K


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                       Securities and Exchange Act of 1934


Date of Report (Date of earliest event reported):  February 29, 1996


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



   Delaware                        0-15213                    06-1187536
-----------------------------------------------------------------------------
(State or Other                  (Commission                 (IRS Employer
 Jurisdiction of                 File Number)              Identification No.)
 Incorporation)



                   Webster Plaza, Waterbury, Connecticut 06720
                   -------------------------------------------
                    (Address of principal executive offices)



Registrant's telephone number, including area code:   (203) 753-2921
                                                      --------------





                                 Not Applicable
          -----------------------------------------------------------
          (Former name or former address, if changed since last report)


<PAGE>


Item 5.   Other Events.

                Webster Financial Corporation  ("Webster") announced on February
29, 1996 that its Annual Meeting of Shareholders will be held on Thursday, April
25, 1996 at 4:00 p.m.,  local  time,  at the  Courtyard  by  Marriott,  63 Grand
Street, Waterbury, Connecticut. Webster's Board of Directors has fixed the close
of  business  on  March  15,  1996  as the  record  date  for  determination  of
shareholders  entitled to notice of and to vote at the Annual  Meeting.  Webster
issued a press  release on February 29, 1996  describing  the meeting and record
date information and providing additional  information about Webster. Such press
release is filed as Exhibit 99 hereto and is incorporated by reference herein.

                In accordance with Webster's  Bylaws,  shareholders  who wish to
present business at the Annual Meeting or to nominate  directors are required to
give timely written notice,  containing the information specified in the Bylaws,
to the secretary of Webster.  To be timely,  such  shareholder's  notice must be
delivered  to or mailed  and  received  at the  principal  executive  offices of
Webster not less than 30 days prior to the date of the Annual Meeting.

Item 7.  Financial Statements and Exhibits.

(a)             Not applicable.

(b)             Not applicable.

(c)             Exhibits.

                   99. Press Release of Webster dated February 29, 1996.
     


<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/ Lee A. Gagnon
                                    ---------------------------------------
                                          Lee A. Gagnon
                                          Executive Vice President,
                                          Chief Operating Officer
                                            and Secretary



Date:  March 1, 1996


<PAGE>





                                  EXHIBIT INDEX



                                                          Pages in Sequentially
Exhibit No.                    Exhibit                        Numbered Copy
-----------                   ---------                   ---------------------

Exhibit 99              Press Release of Webster                   5
                        dated February 29, 1996



<PAGE>
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FORM 8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                       Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported):  February 29, 1996

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

   Delaware                        0-15213                    06-1187536
-----------------------------------------------------------------------------
(State or Other                  (Commission                 (IRS Employer
 Jurisdiction of                 File Number)              Identification No.)
 Incorporation)

                   Webster Plaza, Waterbury, Connecticut 06720
                   -------------------------------------------
                    (Address of principal executive offices)

Registrant's telephone number, including area code:   (203) 753-2921
                                                      --------------

                                 Not Applicable
          -----------------------------------------------------------
          (Former name or former address, if changed since last report)
Item 5.   Other Events.

                Webster Financial Corporation  ("Webster") announced on February
29, 1996 that its Annual Meeting of Shareholders will be held on Thursday, April
25, 1996 at 4:00 p.m.,  local  time,  at the  Courtyard  by  Marriott,  63 Grand
Street, Waterbury, Connecticut. Webster's Board of Directors has fixed the close
of  business  on  March  15,  1996  as the  record  date  for  determination  of
shareholders  entitled to notice of and to vote at the Annual  Meeting.  Webster
issued a press  release on February 29, 1996  describing  the meeting and record
date information and providing additional  information about Webster. Such press
release is filed as Exhibit 99 hereto and is incorporated by reference herein.

                In accordance with Webster's  Bylaws,  shareholders  who wish to
present business at the Annual Meeting or to nominate  directors are required to
give timely written notice,  containing the information specified in the Bylaws,
to the secretary of Webster.  To be timely,  such  shareholder's  notice must be
delivered  to or mailed  and  received  at the  principal  executive  offices of
Webster not less than 30 days prior to the date of the Annual Meeting.

Item 7.  Financial Statements and Exhibits.

(a)             Not applicable.

(b)             Not applicable.

(c)             Exhibits.

                   99. Press Release of Webster dated February 29, 1996.
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/ Lee A. Gagnon
                                    ---------------------------------------
                                          Lee A. Gagnon
                                          Executive Vice President,
                                          Chief Operating Officer
                                            and Secretary

Date:  March 1, 1996
EXHIBIT INDEX

                                                          Pages in Sequentially
Exhibit No.                    Exhibit                        Numbered Copy
-----------                   ---------                   ---------------------

Exhibit 99              Press Release of Webster                   5
                        dated February 29, 1996