EXHIBIT 4.5
                                                                     -----------

                             AMENDMENT NO. 3 TO THE
                      WEBSTER BANK EMPLOYEE INVESTMENT PLAN

                  The Webster Bank Employee Investment Plan, as amended and
restated on October 22, 2001, is hereby amended as follows:

                  (1) Effective as of the date on which Whitehall Business
Credit Corporation, a member of the Webster Bank controlled group of
corporations, acquires certain assets from IBJ Whitehall Business Credit
Corporation, a new Section 15(l) is added to the Adoption Agreement for the Plan
to read as follows:

         l. [X]   On or about July 31, 2002 (the "Whitehall Acquisition Date"),
                  Whitehall Business Credit Corporation, a member of the Webster
                  Bank controlled group of corporations, acquired certain assets
                  from IBJ Whitehall Business Credit Corporation (the "Whitehall
                  Acquisition"). In connection with the Whitehall Acquisition,
                  the employment of certain employees (the "Transferred
                  Whitehall Employees") was transferred from IBJ Whitehall
                  Business Credit Corporation or members of its controlled group
                  to Whitehall Business Credit Corporation, a member of the
                  Webster Bank controlled group of corporations. Prior to the
                  Whitehall Acquisition Date, IBJ Whitehall Business Credit
                  Corporation was a participating employer in a defined
                  contribution Section 401(k) plan maintained for the benefit of
                  the employees of IBJ Whitehall Business Credit Corporation and
                  the members of its controlled group (the "Whitehall 401(k)
                  Plan").

                  Notwithstanding anything else in the Plan or this Adoption
                  Agreement to the contrary, if a Transferred Whitehall Employee
                  was eligible to participate in the Whitehall 401(k) Plan
                  immediately prior to the Whitehall Acquisition Date, then the
                  Transferred Whitehall Employee shall be eligible to
                  participate in the Plan effective as of the first date with
                  respect to which the processing of the payroll for the
                  Transferred Whitehall Employees is performed in conjunction
                  with the processing of the payroll for employees of the
                  Webster Bank controlled group.

                  (2) Effective as of the date on which Whitehall Business
Credit Corporation, a member of the Webster Bank controlled group of
corporations, acquires certain assets from IBJ Whitehall Business Credit
Corporation, Appendix A of the Adoption Agreement for the Plan (relating to the
participating employers in the Plan) is deleted and the following is substituted
in lieu thereof:

                                   APPENDIX A

                             PARTICIPATING EMPLOYERS

            Webster Trust Company, National Association
            Webster Investment Services, Inc.
            Damman Associates, Inc.
            Nowlending, LLC (formerly known as Access National Mortgage, L.L.C.)
            Louis Levine Agency, Inc.
            Levine Financial Services, Inc. (for the period prior to October 1,
              2000)
            Retirement Planning Associates, Inc.
            Center Capital Corporation
            Whitehall Business Credit Corporation

                  (3) Effective as of the date on which Whitehall Business
Credit Corporation, a member of the Webster Bank controlled group of
corporations, acquires certain assets from IBJ Whitehall Business Credit

<PAGE>


Corporation, Appendix B of the Adoption Agreement for the Plan (relating to the
crediting of years of service with predecessor employers) is deleted and the
following is substituted in lieu thereof:

                                   APPENDIX B

                              PREDECESSOR EMPLOYERS

                   Shawmut Bank, N.A.
                   Shelton Savings Bank
                   Shoreline Bank and Trust Company
                   Bristol Savings Bank
                   Derby Savings Bank
                   People's Savings Bank of New Britain
                   Sachem Trust National Association
                   Eagle Financial Corporation
                   Eagle Bank
                   MidConn Bank
                   Damman Associates, Inc.
                   Independent Financial Marketing Group, Inc. (for employees of
                     Webster Investment Services, Inc.)
                   Nowlending, LLC (formerly known as Access National Mortgage,
                     L.L.C.)
                   Maritime Bank & Trust
                   Village Bank & Trust Company
                   New England Community Bancorp, Inc.
                   The Chase Manhattan Bank
                   The Levine Companies (Louis Levine Agency, Inc., Levine
                     Financial Services, Inc. and Retirement Planning
                     Associates, Inc.)
                   Mech Financial, Inc.
                   Fleet Boston Corporation and BankBoston, N.A.
                   Musante Reihl Associates, Inc.
                   Center Capital Corporation
                   Wolff Zackin & Associates, Inc.
                   Benefit Plans Design & Administration, Inc.
                   IBJ Whitehall Business Credit Corporation


                  (4) All section numbers and cross references thereto are
appropriately amended to effectuate the intention of the foregoing amendments.

                  Dated at Waterbury, Connecticut this 22nd day of July, 2002.

ATTEST:                              WEBSTER BANK


 /s/ Harriet Munrett Wolfe           By /s/ James C. Smith
------------------------------          ----------------------------------------
Its Secretary                           Its Chairman and Chief Executive Officer






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