EXHIBIT 4.4
                                                                     -----------

                                 AMENDMENT NO. 2
                      WEBSTER BANK EMPLOYEE INVESTMENT PLAN

                           CERTIFICATE OF CHAIRMAN AND
                           CHIEF EXECUTIVE OFFICER OF
                                  WEBSTER BANK
                                  ------------

                  The undersigned, James C. Smith, acting as the Chairman and
Chief Executive Officer of WEBSTER BANK, does hereby undertake the following
actions on behalf of Webster Bank:

                              W I T N E S S E T H:

                  WHEREAS, the Bank maintains the Webster Bank Employee
Investment Plan (the "401(k) Plan") for the benefit of the employees of the Bank
and certain of its affiliated entities; and

                  WHEREAS, the terms of the trust agreement between the Bank and
the trustee of the 401(k) Plan are set forth in Article VII of the 401(k) Plan;
and

                  WHEREAS, Section 7.11(b) of the 401(k) Plan permits the Bank
to remove the trustee on thirty (30) days prior written notice, unless a shorter
notice is agreed to by the Bank and the trustee; and

                  WHEREAS, Section 8.1(a) of the 401(k) Plan permits the Bank to
amend the trust agreement between the Bank and the trustee; and

                  WHEREAS, it is desirable that PW Trust Company be removed as
the trustee of the 401(k) Plan, and that Riggs Bank N.A. be appointed as the
successor trustee of the 401(k) Plan.

                  NOW, THEREFORE, BE IT

                  RESOLVED: That the Bank remove, and it hereby does remove, PW
                  Trust Company as the trustee of the 401(k) Plan, effective as
                  of June 1, 2002; and further

                  RESOLVED: That the Bank appoint, and it hereby does appoint,
                  Riggs Bank N.A. as the successor trustee of the 401(k) Plan,
                  effective as of June 1, 2002; and further

                  RESOLVED: That Section 10(b), Section 10(c) and Section 10(d)
                  of the adoption agreement for the 401(k) Plan are amended to
                  read as follows:

         b. [X]   Corporate Trustee

                  Name:             Riggs Bank N.A.
                                    ---------------

                  Address:          ___________________________

                                    ___________________________

                  Telephone:        ___________________________

                  AND, the corporate Trustee shall serve as:

<PAGE>


                  1. [X] a directed (nondiscretionary) Trustee over all Plan
                     assets except for the following:

                     -----------------------------------------------------------
                  2. [ ] a discretionary Trustee over all Plan assets except for
                     the following:

                     -----------------------------------------------------------

         AND, shall a separate trust agreement be used with this Plan?

         c. [X]   Yes
         d. [ ]   No

         NOTE:    If Yes is selected, an executed copy of the trust agreement
                  between the Trustee and the Employer must be attached to this
                  Plan. The Plan and trust agreement will be read and construed
                  together. The responsibilities, rights and powers of the
                  trustee shall be those specified in the trust agreement.

                  and further

         RESOLVED: That the Trust Agreement between the Bank and Riggs Bank
         N.A., in the form attached hereto, be and hereby is approved and
         adopted as the trust agreement for the 401(k) Plan, together with such
         modifications as in the opinion of counsel for the Bank are necessary
         or desirable to effectuate the intention thereof and to comply with the
         requirements of the Internal Revenue Code of 1986, as amended (the
         "Code") and the Employee Retirement Income Security Act of 1974, as
         amended ("ERISA"); and further

         RESOLVED: That the Chairman or any other officer designated by him be,
         and each of them hereby is, authorized and empowered for and on behalf
         of the Bank to execute the Trust Agreement between the Bank and Riggs
         Bank N.A. and to take any and all other actions which may be necessary
         or desirable to effectuate the intention of the foregoing resolutions.

                  Dated at Waterbury, Connecticut this 10th day of May, 2002.



                                         /s/ James C. Smith
                                         ---------------------------------------
                                         James C. Smith
                                         Chairman and Chief Executive Officer


                                       2


<PAGE>


                                 TRUST AGREEMENT

                                     BETWEEN

                                  WEBSTER BANK

                                       AND

                                 RIGGS BANK N.A.

                                     TRUSTEE


<PAGE>


         This Trust Agreement, hereinafter referred to as the "Agreement", is
made as of the date appearing at the end hereof but effective for all purposes
as of June 1, 2002, between Webster Bank hereinafter referred to as the
"Employer", and Riggs Bank N.A., a national banking association organized and
existing under the laws of the United States and having its principal office and
place of business in Washington, D.C., hereinafter referred to as the "Trustee".

                               W I T N E S S E T H
                               -------------------

         WHEREAS, the Employer has adopted Webster Bank Employee Investment
Plan, hereinafter referred to as the "Plan", for the benefit of eligible
employees and alternate payees and beneficiaries of deceased eligible employees,
hereinafter referred to as "Participants"; and

         WHEREAS, the Plan provides that the assets thereof be held, IN TRUST,
by a trustee, subject to the provisions of a trust agreement to be entered into
between the Employer and a trustee or trustees;

         WHEREAS, the Employer and its designated agent have entered into a
DCXchange Brokerage Agreement with PFPC Distributors, Inc., providing for daily
trading of certain assets of a trust to be established under the Plan;

         WHEREAS, the Employer wishes to appoint the Trustee to hold and
administer the Plan assets subject to the DCXchange Brokerage Agreement and
other assets as agreed upon, as a directed trustee pursuant to the terms of this
Trust Agreement, and the Trustee is willing to serve in such capacity;

         NOW THEREFORE, the Employer and the Trustee agree as follows:

         1. Fund.
            ----

         The Employer hereby appoints the Trustee to serve as Trustee for the
assets of the Plan subject to the DCXchange Brokerage Agreement and other assets
as agreed to by the Trustee, and establishes with the Trustee a trust account or
accounts consisting of such sums of money and such other property acceptable to
the Trustee as shall from time to time be paid or delivered to the Trustee
pursuant to this Agreement. All such money and property, all investments made
therewith and proceeds thereof and all earnings and profits thereon, less any
payments or distributions made by the Trustee pursuant to the terms of this
Agreement, are referred to herein as the "Fund".

         2. Contributions and Distributions.
            -------------------------------

(a) The Employer shall make contributions to the Fund pursuant to the terms of
the Plan in such manner as agreed to by the Trustee. The Trustee shall have no
duty to determine or to enforce payment of any contribution due under the Plan
or any responsibility for the adequacy of the funding policy adopted by the
Employer to meet and discharge liabilities under the Plan.


                                       2


<PAGE>


         (b) The Trustee shall make such payments and distributions as directed
in writing by the Employer. Such written direction of the Employer shall be
deemed a certification that such payments and distributions comply with the
terms of the Plan and the Employee Retirement Income Security Act of 1974 as now
in effect or as it may hereafter be amended (hereinafter referred to as
"ERISA"), and (except as provided in Section 20 of the Agreement), the Trustee
shall have no duty to verify that such payments and distributions comply with
the provisions of the Plan and applicable law.

         3. Investments.
            -----------

         (a) The Employer by written direction to the Trustee shall designate
the investment options to be offered to the Participants and an agent (the
"Agent"), who shall be authorized to determine the allocation of available
moneys for investment among such investment options and initiate transactions
for such investment. The Trustee shall have no duty to question any action or
direction of the Employer or its Agent or any failure to give directions, or to
review the securities which are held pursuant to the Employer's directions, or
to make any suggestions to the Employer on the investment and reinvestment of,
or disposing of, such assets. The Trustee shall not have any liability or
responsibility for any loss to or depreciation of such assets because of the
purchase, retention or sale of assets in accordance with the Employer's
direction.

         (b) If authorized by the Employer, the Trustee may invest available
cash balances with itself so that the cash balances may be credited with
interest paid in accordance with the Trustee's usual procedures. However,
nothing herein shall confer any authority or obligation upon the Trustee to
invest or reinvest such cash balances under an Employer's control until the
Trustee receives directions acceptable to the Trustee from the Employer.

         (c) The transactions directed by the Employer shall be made upon such
terms and conditions and from or through such principals and agents, including
the Agent, as the Employer shall direct, provided that no transaction shall be
executed through the facilities of the Trustee without its consent.

         (d) The Trustee shall execute any instruments necessary or appropriate
to enable the Trustee to carry out its powers hereunder. The Employer shall give
all directions to the Trustee in writing, signed by its authorized officer, the
Agent or any other such person or persons designated in writing by the Employer,
provided that the Trustee may accept oral directions for purchases or sales from
such designated person or persons subject to confirmation in writing. The
Trustee is authorized to act and rely upon any document delivered to it by
facsimile transmission as if such documents were originals, provided that the
Trustee may request that the original document be subsequently delivered to it
by mail.


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<PAGE>


         (e) The Trustee shall not be liable for and the Employer will indemnify
and hold harmless the Trustee (and any employee of the Trustee) of and from all
liability or expense (including reasonable counsel fees) because of (1) any
investment action taken or omitted by the Trustee in good faith in accordance
with any direction of the Employer or any investment inaction in the absence of
directions from the Employer, or (2) any investment action taken in good faith
by the Trustee pursuant to an order to purchase or sell securities placed by the
Employer directly to a broker or dealer.

         (f) The Trustee shall not be liable for any losses to the Fund
resulting from the disposition of any investment received from the Employer.
Until receipt of any written notice of the Employer pertaining to employer
investments, the Trustee shall be fully protected in relying upon the latest
prior written notice of the Employer received by it.

         4. Insurance Policies and Contracts. Unless the Plan is part of a
profit sharing and/or 401(k) plan which does not provide for annuities as an
optional form of benefit payment, the Employer may direct the Trustee to enter
into a contract or contracts or an agreement or agreements with one or more
legal reserve life insurance companies for the purchase of retirement income and
retirement annuity contracts (or policies), five-year renewable term life
insurance, one-year renewable term life insurance or other form of life
insurance or other benefits, on an individual or group basis, in such manner and
in such form as the Employer may deem appropriate. Such retirement annuities and
other benefits may be purchased under one or more deposit administration type
group annuity contracts. In giving instructions concerning policies and
insurance contracts, the Employer shall give the Trustee written instructions
acceptable to the Trustee which shall include the name of the Participant, the
type of policy to be purchased, the amount of the premium or funds to be
forwarded, and the name of the insurance company. The Trustee shall not be
obligated to take any action on any policy or contract except upon Employer
written instructions acceptable to the Trustee and shall not be liable for its
acts in following the Employer's directions. The Employer shall give
instructions when requested to do so by the Trustee for any action the Trustee
must take as the contract holder or owner of a policy or insurance contract. If
the insurer denies liability under its policies or contracts, the Trustee shall
be under no obligation to bring an action unless the Employer so instructs and
has indemnified the Trustee to its satisfaction for all anticipated costs,
expenses and attorneys' fees. The Trustee is not a guarantor of any amounts due
or payable to a participant or beneficiary under any insurance contract.
Notwithstanding anything herein to the contrary, if the Plan is part of a profit
sharing and/or 401(k) plan which does not provide for annuities as an optional
form of benefit payment, the provisions of this paragraph shall neither apply
nor be enforceable.


                                       4


<PAGE>


         5. Insurance Investment Contracts. The Employer or its agent may direct
the Trustee to invest all or a portion of the Fund in contacts issued by
insurance companies, including but not limited to contracts under which the
insurance company holds Fund assets in a separate account or commingled separate
account managed by the insurance company. Notwithstanding any provisions of such
contract, the Trustee's responsibilities shall be limited solely to receiving
and forwarding monies and other properties to and from the insurance company as
the Employer directs. The Employer shall assume all other duties,
responsibilities, rights, or obligations under the contract not expressly
assumed by the insurance company for the management, control, or administration
of such assets. The Trustee may rely upon statements made by any insurance
company as they affect the Trustee's duties hereunder. The Trustee shall not be
liable or responsible for the acts or omissions of any insurance company for the
portion of the Fund over which the insurance company has control.

         6. Investment Powers. The Trustee shall have the following powers and
authority in the administration of the Trust; provided, however, that such
powers and authority shall be exercised by the Trustee only upon the receipt of
direction from the Employer or its Agent:

         (a) To invest and reinvest the Fund free from any limitations imposed
by state law on investments of trust funds and without distinction between
income and principal in any property, real or personal, including, but not
limited to the following: common and preferred stocks (including stock of the
Employer, or any associated, affiliated or subsidiary company of the Employer,
to the extent permitted by ERISA); governmental obligations; equipment trust
certificates; participation certificates; investment companies or trusts;
collateral trust notes; savings and time deposits (including any deposit bearing
a reasonable rate of interest that a bank or similar financial institution named
in this Agreement makes in itself or an affiliate); mutual funds including
open-end investment companies registered under the Investment Company Act of
1940 to which Trustee or an affiliate provides investment advisory, investment
management or other similar services for a fee; commercial paper including
participation in variable amount notes of borrowers of prime credit; leasebacks;
mortgages and other interests in realty; corporate bond, debentures, notes, and
other evidences of indebtedness, secured or unsecured (including bonds,
debentures or notes, whether secured or unsecured, of the Employer or any
associated, affiliated or subsidiary company of the Employer, to the extent
permitted by ERISA); non-income producing securities or property; options; and
participation in any group or common trust funds held or maintained by the
Trustee for commingling assets of participating trusts and exempt from Federal
Income tax including, but not limited to, any group or common trust fund which
is qualified under the provisions of Section 401(a) of the Internal Revenue Code
of 1986 as amended or any successor provisions thereto, the instrument of trust
creating any such qualified group or common trust fund, to the extent of the
Fund's equitable share thereof, being deemed adopted hereby.

         (b) To vote in person or by proxy, general or special, any securities
held in the Fund; to exercise conversion privileges, subscription rights or
other options; to participate in reorganizations or other changes in property
rights.


                                       5


<PAGE>


         (c) To hold property hereunder in bearer from or to hold such property
in its own name or the name of its nominee, to combine certificates representing
investments hereunder with certificates of the same issue the Trustee holds in
other fiduciary capacities, to hold securities in definitive form on a
segregated or non-segregated basis or with a correspondent bank or depository
(including The Depository Trust Company (New York)) on a segregated or
nonsegregated basis with such correspondent bank or depository empowered to hold
registrable securities in its nominee, to hold obligations of the United States
government and agencies thereof on a book entry basis at the appropriate Federal
Reserve bank; provided that the books and records of the Trustee shall at all
times show that all such property and securities are held hereunder, and the
Trustee shall not hold any property or securities hereunder in the same account
as any individual property of the Trustee.

         (d) To enter into contracts for or to make commitments either alone or
in company with others to purchase or sell at any future date any property
acquired for the Fund or which it may be authorized to acquire under this
Agreement.

         (e) To retain, to exchange for any other property, to sell from time to
time in any manner (public or private), to convey or transfer any property held
in the Fund, and at any time, to divide, subdivide, partition, mortgage,
improve, alter, remodel, repair, and develop in any manner any property, real or
personal, to lease all or part of such property for any period of time, without
regard to the duration of the Trust, and to grant options to buy or lease any
such property, without regard to restrictions and without the approval of any
court.

         (f) To delegate to a property manager or the holder or holders of a
majority interest in any real property or mortgage on real property at any time
constituting the Fund, the management and operation of any interest in such real
property or mortgage and the authority to sell such real property or mortgage or
otherwise carry out the decisions of such property manager or holder or holders
of such majority interest.

         (g) To enforce by suit or otherwise, or to waive its rights on behalf
of the Fund, and to defend claims asserted against it or the Fund; to
compromise, adjust and settle any and all claims against or for the Fund.

         (h) To borrow money from any source as may be necessary or advisable to
effectuate the purposes of the Fund.

         (i) To organize corporations under the laws of any state for the
purpose of acquiring or holding title to any property for the Fund.

         (j) To employ and pay suitable agents and counsel, provide that the
Trustee is reimbursed for such expenses by the Employer.

         (k) To do all other acts that the Employer may deem necessary or proper
to carry out any of the foregoing powers or otherwise in the best interests of
the Fund.


                                       6


<PAGE>


         7. Income Collection and Payments on Instructions. The Trustee shall
collect the income from the Fund and shall make payments from the Fund in such
amounts and in such manner as the Employer may direct from time to time in
writing; but the obligation of the Trustee to make payments hereunder shall not
be for an amount in excess of the realizable value of the Fund at the time, and
such directions need not specify the application to be made of such payments.

         8. Trustee's Records and Statements. The Trustee shall keep accurate
and detailed records of all transactions hereunder, and all its accounts, books
and records relating thereto shall be open at all reasonable time to the
inspection of the Employer or its agents. The Trustee shall furnish its usual
reports of cash transactions and statements of assets and such other reports as
the Employer and the Trustee mutually agree.

         9. Reports and Collective Fund Valuation.
            -------------------------------------

         (a) Within 90 days after the close of the Plan's fiscal year or such
other period as the Employer and Trustee may agree and within 90 days after
either the resignation or the removal of the Trustee as provided herein, the
Trustee shall file with the Employer a written account setting forth all
investments receipts, disbursements and other transactions effected by it during
such fiscal year or during the period from the close of the last fiscal year to
the date of such resignation or removal.

         (b) Whenever the Fund hold units of any group of common trust fund, and
the Trustee must value the Fund, the Trustee may use the most recently available
unit value determined in accordance with the rules and regulations pertaining to
each group or common trust fund.

         (c) If the Trustee shall be required to value the assets of any portion
of the Fund under the direction of the Employer, the Trustee may rely for all
purposes of this Agreement on any valuation which the Employer furnishes to the
Trustee.

         10. Certifications, Instructions and Indemnification.
             ------------------------------------------------

         (a) Any action of the Employer pursuant to any of the provisions of
this Agreement shall be evidenced by a copy of a resolution of the Board of
Directors of the Employer, certified by the Secretary or an Assistant Secretary
of the Board of Directors and the Trustee shall be fully protected in relying
upon such resolutions so certified to it as actions of the Employer. If the
Employer designates a committee or administrator to perform duties with respect
to the Plan involving contact with the Trustee, the Employer shall promptly
certify to the Trustee from time to time the name or names of all members of
such committee or of the administrator together with specimen signatures, and
for all purposes hereunder the Trustee shall be entitled to rely upon such
certificates as evidence of the identity and authority of the committee or
administrator to act for the Employer. In the absence of any written
notification of change, the Trustee may assume that the committee or
administrator is the same as last reported to the Trustee. Any communication to
the Trustee by the committee or the administrator shall be in writing and shall
be signed by a majority of the committee or the administrator or by such person
as may be designated in writing by the committee or administrator to sign on its
behalf. The Trustee shall not be liable and the employer shall indemnify and
hold harmless the Trustee of and from any liability or expense (including
Trustee reasonable counsel's fees) because of any disbursement of any part of
the Fund made by the Trustee in good faith at the direction of the Employer, the
committee or the administrator or any action taken or omitted in accordance with
directions of the Employer, the committee, or the administrator.


                                       7


<PAGE>


         (b) The Employer shall indemnify and save the Trustee (and any employee
of the Trustee) harmless from and against any liability, cost or other expense,
including but not limited to the payment of reasonable attorneys' fees, that the
Trustee may incur in connection whether direct or indirect) with this Agreement
or the Plan unless such liability, cost or other expense arises from the
Trustee's own negligence or willful misconduct. The Employer recognizes that a
burden of litigation may be imposed upon the Trustee as a result of some act or
transaction which it has no responsibility or over which it has no control under
this Agreement. Therefore, the Employer agrees to indemnify and hold harmless
and, if requested, defend the Trustee (and any employee of the Trustee) from any
expenses (including reasonable counsel fees, liabilities, claims, damages,
actions, suits or other charges) incurred by the Trustee (or its employees) in
defending against any such litigation, unless the Trustee is determined in such
litigation to have acted with negligence or willful misconduct.

         11. Expenses and Compensation. All expenses of the Trustee relating to
the acquisition, servicing, and disposition of investments constituting part of
the Fund, and all taxes of any kind whatsoever that may be assessed under
existing or future laws against the Fund or the income thereof shall be charged
to the Fund. All other expenses incurred by the Trustee in the administration of
this Agreement, including fees for legal services rendered to the Trustee
(whether or not rendered in connection with a judicial or administrative
proceeding and whether or not incurred while it is acting as Trustee), such
compensation to the Trustee as may be agreed upon from time to time between the
Trustee and the Employer, and all other proper charges and disbursements of the
Trustee, shall be paid from the Fund unless paid by the Employer. Anything in
the preceding sentences to the contrary notwithstanding, the Employer shall
reimburse the Trustee for any such expenses incurred by it if for any reason
such expenses cannot be paid out of the Fund or, if paid by the Fund, are
subsequently required to be restored to the Fund or to the Plan. Nothing in this
Section 11 shall be deemed to prevent the Fund from bearing any management fees
and expenses that may be charged on any investment made in or through a group or
common trust fund, an insurance company, an investment company or any other
medium for group investment. To the extent that the Fund is invested in mutual
funds to which Trustee or an affiliate provides investment advisory and other
services, Trustee or any affiliate may receive fees from the mutual funds for
such services.


                                       8


<PAGE>


         12. Removal and Resignation.
             -----------------------

         (a) Resignation or removal of the Trustee will not terminate the Trust.
In the event of any vacancy in the position of Trustee, whether by the
resignation or removal of the Trustee, the Employer will appoint a successor
trustee and such appointment will become effective upon the acceptance of its
office by the successor trustee. If the Employer does not appoint such a
successor within 60 days after notice of resignation or removal is given, the
Trustee may apply to a court of competent jurisdiction for such appointment.
Each successor Trustee so appointed and accepting a Trusteeship hereunder will
have all rights and powers and all of the duties and obligations of the original
trustee under the provisions hereof.

         (b) The Employer may remove the Trustee at any time upon sixty (60)
days notice in writing to the Trustee unless the Trustee agrees to a shorter
period. The Trustee may resign at any time upon sixty (60) days notice in
writing to the Employer unless the Employer agrees to a shorter period. Upon
such removal or resignation of the Trustee, the Employer shall appoint a
successor trustee and, upon the successor trustee's acceptance of such
appointment, the Trustee shall assign, transfer and pay over to such successor
trustee the funds and properties under its control, or if the Employer
establishes an alternative funding medium, the Trustee shall assign, transfer
and pay over the funds and properties under its control as the Employer directs.
The Trustee is authorized, however, to reserve such amounts it may deem
advisable for payments of fees and expenses for the settlement of its account or
otherwise, and any balance of such reserve remaining after the payment of such
fees and expenses shall be paid as the Employer directs.

         (c) No trustee will be liable or responsible for anything done or
omitted to be done in the administration of the fund before it became Trustee or
after it ceases to be Trustee.

         13. Amendment. The Employer and the Trustee may amend this Agreement at
any time by a written agreement between them; provided, however, that no such
amendment shall make it possible for any part of the corpus or income of the
Fund to be used for or diverted to purposes other than the exclusive benefit of
Participants.

         14. Termination. The Employer reserves the right at any time to
terminate this Agreement upon sixty (60) days notice to the Trustee unless the
Trustee agrees to a shorter period. In the event of such termination of this
Agreement (or of the Plan under which it was established), the Trustee shall
continue to administer the Fund as herein provided until all of the purposes for
which it has been established have been accomplished or dispose of the Fund
after the payment or other provision for all expenses incurred in the
administration and termination of the Trust (including any compensation to which
the Trustee may be entitled), all in accordance with the written order of the
Employer or any successor thereto. Until the final distribution of such Fund,
the Trustee, and the Employer shall continue to have and exercise all of the
powers and discretions conferred upon them by this Agreement.


                                       9


<PAGE>


         15. Successor Employer and Merger or Consolidation of Trustee. The term
"Employer" shall include its successor in business, and the term "Trustee" shall
apply to any trustee or trustees acting hereunder, whether signatory hereto or
subsequently designated by the Employer. Any corporation into which the Trustee
may be merged or with which it may be consolidated, or any corporation resulting
from any merger, reorganization, or consolidation to which the Trustee may be a
party, or any corporation to which all or substantially all of the trust
business of the Trustee may be transferred shall be the successor of the Trustee
hereunder without the execution or filing of any instrument or the performance
of any further act.

         16. Return of Contributions. Contributions are conditional on initial
qualification of the Plan under Section 401(a), of the Internal Revenue Code of
1986, and if the Plan and Trust do not so qualify, the Trustee may return such
contribution to the Employer upon the Employer's written direction within one
year after the date of denial of qualification. Contributions are conditioned
upon deductibility under Section 404 of the Internal Revenue Code of 1986 and to
the extent such deduction are disallowed, or are made by a mistake of fact, the
Trustee may return said contribution (to the extent disallowed or to the extent
made by mistake of fact) to the Employer upon the Employer's written direction.
In making returns of contributions upon the Employer's direction, the Trustee
may accept such direction as the Employer's warranty that such payment is
provided for in the Plan and complies with both the provisions of the Plan and
with the provisions of this paragraph, and the Trustee need make no further
investigation.

         17. Law Governing. This agreement shall be administered, construed and
enforced according to the laws of the District of Columbia and applicable
Federal law.

         18. Exclusive Benefit of Participants. Except in the case of a
Qualified Domestic Relations Order as defined in Section 414(p) of the Internal
Revenue Code of 1986, as amended, it shall be impossible at any time prior to
the satisfaction of all liabilities to the Participants for any part of the
Fund, other than such part as is required to pay taxes, administrative expenses
or refund contributions as provided elsewhere herein, to be use for, or diverted
to , purposes other than the exclusive benefit of the Participants.

         19. Non-alienation of Benefits. Except in the case of a Qualified
Domestic Relations Order as defined in Section 414(p) of the Internal Revenue
Code of 1986, as amended, no rights or claims to any of the monies or other
assets of the Fund shall be assignable, nor shall such rights or claims be
subject to garnishment, attachment, execution or levy of any kind; and any
attempt to transfer, assign or pledge the same shall not be recognized by the
Trustee.


                                       10


<PAGE>


         20. Distribution. Notwithstanding any other provisions of this
Agreement, the Trustee may condition its delivery, transfer or distribution of
any assets upon the Trustee's receiving assurances satisfactory to it that the
approval of appropriate governmental or other authorities has been secured and
that all notice and other procedures required by applicable law have been
complied with.

         21. Trustee not Liable for Duties not Assigned Herein. The duties of
the Trustee to the Plan are limited to those assumed by the Trustee by the terms
of this Agreement. The Trustee shall not be deemed by virtue hereof to be the
Administrator or Sponsor of the Plan, and shall not be responsible for filing
reports, returns or disclosures with any government agent except as may be
required of the Trustee under applicable law or regulation.

         22. Separability. If any provision of this Agreement is found, held or
deemed to be void, unlawful or unenforceable under any applicable statute or
other controlling law, the remainder of this Agreement shall continue in full
force and effect.

         23. Dealing with the Trustee. No person dealing with the Trustee will
be obliged to see to the application of any property paid or delivered to the
Trustee or to inquire into the expediency or propriety of any transaction or the
Trustee's authority to consummate the same, except as may specifically be
required of such person under ERISA.

         24. Payment by Mail. If any check in payment of a benefit hereunder,
which had been mailed by regular U.S. mail to the last address of the payee is
returned undelivered, the Trustee shall so notify the Employer and shall
discontinue further payments to such payee until it receives further
instructions from the Employer. The Trustee shall have no duty to locate
participants.

         25. Signature Authority and Conformity with Plan. The person executing
this agreement on behalf of the Employer certifies thereby that he or she is
duly authorized by the Employer consistent with the terms of the Plan to do so.
The Employer, by executing this Agreement, certifies that the Plan has been duly
adopted, that the provisions hereof are consistent with the terms of the Plan,
that all conditions and limitations in the Plan which would limit the actions of
the Trustee are expressly contained herein, and that the Employer will promptly
notify the Trustee of any amendments made to the Plan.


                                       11


<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused the respective duly
authorized officers to execute this Agreement in duplicate and affix their
corporate seals hereto this 29th day of May, 2002.
                            ----        ---

ATTEST:                                         Employer

/s/ Harriet M. Wolfe                            BY:  Renee P. Seefried
---------------------------                         ----------------------------
Harriet Munrett Wolfe                           Title: Executive Vice President
Senior Vice President,
General Counsel & Secretary

ATTEST:                                         Riggs Bank N.A., Trustee

/s/ Ayanna Fowlkes                              BY:  Richard H. Deuber
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