EX-10.1






AMENDMENT NO. 1

TO THE

SUPPLEMENTAL RETIREMENT PLAN

FOR EMPLOYEES OF

WEBSTER BANK




The Supplemental Retirement Plan for Employees of Webster Bank, as amended and restated
effective as of January 1, 2003, is hereby amended as follows:



(1) Effective as of January 1, 2004, subparagraph (1) of the third paragraph of the section of
the Plan entitled “General” is amended to read as follows:




	 	(1)	 	a supplemental retirement income which equals the following:






	 	(A)	 	with respect to all eligible employees other than the Chairman
and Chief Executive Officer of the Bank and the President of the Bank who are
in office on January 1, 2004, the excess of: (i) a retirement benefit payable
in accordance with the terms of the Pension Plan, but determined: (A) without
regard to the limitations of Section 415 of the Internal Revenue Code of 1986,
as amended (the “Code”); (B) without regard to the limitations of Code Section
401(a)(17); and (C) based on a definition of compensation that includes all of
the employee’s bonuses; over (ii) the retirement benefit actually provided by
the Pension Plan; and






	 	(B)	 	with respect to the Chairman and Chief Executive Officer of the
Bank and the President of the Bank who are in office on January 1, 2004, the
excess of: (i) a retirement benefit equal to 60% of his high five year average
compensation, pro rated for termination of employment prior to age 65 and
determined: (A) without regard to the limitations of Code Section 415; (B)
without regard to the limitations of Code Section 401(a)(17); and (C) based on
a definition of compensation that includes all of the employee’s bonuses; over
(ii) the sum of: (A) the retirement benefit actually provided by the Pension
Plan; (B) projected Social Security retirement benefits commencing at age 65;
and (C) any retirement benefits payable under a prior employer’s defined
benefit pension plan;






and



(2) Effective as of January 1, 2004, Section 2 of Article II of the Plan is amended to read as
follows:



Section 2. Amount of Supplemental Retirement Income.



(a) This Section 2(a) of Article II applies to all eligible Employees other than the Chairman
and Chief Executive Officer of the Bank and the President of the Bank who are in office on January
1, 2004:




(i) The monthly amount of Supplemental Retirement Income payable to such an eligible
Employee will be the excess, if any, of: (A) the Employee’s adjusted monthly retirement
income, as determined under Section 2(a)(ii) of Article II; over (B) the Employee’s actual
monthly retirement income under the Pension Plan.




(ii) For purposes of Section 2(a)(i)(A) of Article II, an Employee’s adjusted monthly
retirement income shall be computed by using the applicable formula set forth in the Pension
Plan, except that:




(A) the applicable formula set forth in the Pension Plan shall be applied
without regard to the limitations on benefits of Section 415 of the Code;




(B) the applicable formula set forth in the Pension Plan shall be applied
without regard to the limitations on compensation of Section 401(a)(17) of the Code;
and




(C) the applicable formula set forth in the Pension Plan shall be applied by
reference to the definition of compensation set forth in Section 2(c) of Article II.




The adjustments to the applicable formula set forth in the Pension Plan which are described
in this Section 2(a)(ii) of Article II shall apply to all of the Employee’s years of
service, including any years of service performed prior to the effective date of the
Supplemental Plan or any amendment thereof.



(b) This Section 2(b) of Article II applies to the eligible Employees who are the Chairman and
Chief Executive Officer of the Bank and the President of the Bank who are in office on January 1,
2004:




(i) The monthly amount of Supplemental Retirement Income payable to such an eligible
Employee will be the excess, if any, of: (A) the Employee’s targeted monthly retirement
income (as determined under Section 2(b)(ii) of Article II); over (B) the sum of: (1) the
Employee’s actual monthly retirement income under the Pension Plan; (2) the Employee’s
projected monthly Social Security retirement benefits commencing at age 65; and (3) the
monthly retirement benefits payable under any defined benefit pension plan maintained or
previously maintained by a prior employer of the Employee.




(ii) For purposes of Section 2(b)(i)(A) of Article II, an Employee’s targeted monthly
retirement income is a monthly benefit commencing on the Employee’s normal retirement date
and payable as a ten year certain annuity equal to: (A) 60%, multiplied by (B) the ratio
(but not greater than one) of the number of the Employee’s years of vesting service as of
the date of his termination of employment to the number of years of vesting service that the
Employee would have had if his termination of employment had occurred on his normal
retirement date; and multiplied further by (C) the Employee’s high five year average monthly
compensation (as determined under Section 2(b)(iii) of Article II). For purposes of this
Section 2(b)(ii) of Article II, years of vesting service and normal retirement date shall be
determined under the terms of the Pension Plan.




(iii) For purposes of Section 2(b)(ii)(C) of Article II, an Employee’s high five year
average monthly compensation equals one-twelfth of the average of the Employee’s annual
compensation (as determined under Section 2(c) of Article II) for the five consecutive
calendar years which produce the highest such average.




(iv) For purposes of Section 2(b)(ii) of Article II, an Employee’s targeted monthly
retirement income shall be computed without regard to the limitations on benefits of Section
415 of the Code and without regard to the limitations on compensation of Section 401(a)(17)
of the Code.



(c) In computing an Employee’s adjusted monthly retirement income under Section 2(a) of
Article II and an Employee’s targeted monthly retirement income under Section 2(b) of Article II,
the Employee’s compensation shall be calculated as follows:




(i) the Employee’s compensation shall be determined in accordance with the terms of the
Pension Plan (including any amounts contributed at the election of the Employee to the
401(k) Plan, to an employee benefit plan under an arrangement described in Section 125 of
the Code or to a qualified transportation fringe benefit plan described in Section 132(f)(4)
of the Code, and excluding any income realized in connection with stock options or
restricted stock, taxable fringe benefits, nondeductible moving expenses, and the taxable
cost of group term life insurance); but




(ii) 100% of any bonuses paid to the Employee under the terms of the annual incentive
plans maintained by the Bank, the Corporation or an Affiliate for the benefit of the
Employee shall be included.



If an Employee elects to defer all or any portion of his or her bonus, such deferred bonus shall
nevertheless be included in the Employee’s compensation during the calendar year in which it would
have been paid to the Employee but for the deferral election.



(d) For purposes of calculating the monthly amount of an Employee’s Supplemental Retirement
Income pursuant to Section 2(a) of Article II, an Employee’s adjusted monthly retirement income as
determined under Section 2(a)(ii) of Article II and actual monthly retirement income under the
Pension Plan shall each be based upon the actuarially equivalent ten year certain annuity form of
payment commencing at normal retirement date (as determined under the terms of the Pension Plan).



For purposes of calculating the monthly amount of an Employee’s Supplemental Retirement Income
pursuant to Section 2(b) of Article II, an Employee’s targeted monthly retirement income as
determined under Section 2(b)(ii) of Article II, actual monthly retirement income under the Pension
Plan and projected monthly Social Security retirement benefits commencing at age 65 shall each be
based upon the actuarially equivalent ten year certain annuity form of payment commencing at normal
retirement date (as determined under the terms of the Pension Plan). However, the monthly
retirement benefits payable under any defined benefit pension plan maintained or previously
maintained by a prior employer of the Employee shall be used unadjusted in calculating the
Employee’s Supplemental Retirement Income, and shall not be actuarially adjusted to reflect a ten
year certain annuity form of payment commencing at normal retirement date.



Actuarial equivalence shall be determined by applying the actuarial factors set forth in the
Pension Plan.



(e) Notwithstanding the provisions of Section 2(d) of Article II, an Employee may elect to
receive his or her Supplemental Retirement Income in any optional form of benefit available under
the Pension Plan (other than as a lump sum). The monthly amount of Supplemental Retirement Income
which such Employee would otherwise have received under the Supplemental Plan shall be adjusted by
applying the same actuarial factors used in the Pension Plan in connection with such optional form
of benefit. In addition, if the optional form of benefit elected by the Employee provides a
survivor’s benefit, the calculation of the monthly amount of Supplemental Retirement Income shall
be based upon the Beneficiary named by the Employee under the Supplemental Plan.



(f) Notwithstanding the provisions of Section 2(d) and Section 2(e) of Article II, if an
Employee is entitled to receive a Supplemental Retirement Income under Section 2(b) of Article II
and the Employee’s employment is involuntarily terminated following a change in control (as defined
for purposes of any change in control or employment agreement entered into between the Employee and
the Bank or any Affiliate of the Bank), then:




(i) the Employee’s targeted monthly retirement income (as determined under Section
2(b)(ii) of Article II) shall be calculated by taking into account the service which the
Employee would have performed, and the compensation which the Employee would have received,
if he had remained actively employed during the period of time in which he is entitled to
receive severance benefits under the terms of such change in control or employment
agreement;




(ii) the ratio in Section 2(b)(ii)(B) of Article II shall be deemed to equal one if the
Employee has more than twenty-five (25) years of vesting service as of the date of his
termination of employment; and




(iii) the excess of the Supplemental Retirement Income that the Employee would be
entitled to receive by applying the provisions of Section 2(f)(i) and Section 2(f)(ii) of
Article II over the Supplemental Retirement Income that the Employee would be entitled to
receive without regard to the provisions of Section 2(f)(i) and Section 2(f)(ii) of Article
II will be paid to the Employee in an actuarially equivalent single lump sum as soon as
possible following the change in control. The Supplemental Retirement Income that the
Employee would be entitled to receive without regard to the provisions of Section 2(f)(i)
and Section 2(f)(ii) of Article II will be paid to the Employee in accordance with the
remaining provisions of this Article II. For purposes of this Section 2(f)(iii) of Article
II, actuarial equivalence shall be determined by applying the actuarial factors set forth in
the Pension Plan.



(g) If an Employee dies after having commenced to receive his or her Supplemental Retirement
Income and the form of payment elected by the Employee provides for the payment of a survivor’s
benefit, such survivor’s benefit shall be payable in accordance with the form of benefit, and to
the Beneficiary, elected by the Employee.



If an Employee dies prior to having commenced to receive his or her Supplemental Retirement
Income and while in the service of the Bank, the Corporation or an Affiliate, and if such
Employee’s survivor is eligible to receive a survivor’s benefit under the Pension Plan, then a
Supplemental Retirement Income shall be payable to the surviving Spouse of the Employee (if he or
she was married at the time of death) or to the surviving Beneficiary of the Employee (if he or she
was not married at the time of death). The monthly amount of such Supplemental Retirement Income
shall be calculated in the same manner and by applying the same actuarial factors as the
pre-retirement survivor’s benefit is calculated under the Pension Plan.



(3) Effective as of January 1, 2004, Section 4(c) of Article II of the Plan is amended to read
as follows:



(c) A Supplemental Retirement Income shall be subject to the same actuarial adjustments, and
shall be subject to all of the same conditions, privileges and restrictions, as are applicable to
benefits payable in the same form and at the same time to an Employee (or to the survivor of an
Employee) under the Pension Plan. In particular, if an Employee (or the survivor of an Employee)
commences to receive a Supplemental Retirement Income prior to the Employee’s normal retirement
date (as defined under the terms of the Pension Plan), the Supplemental Retirement Income shall be
actuarially reduced to reflect the early commencement of the benefit in accordance with the
actuarial factors and other provisions of the Pension Plan; provided, however, that in adjusting
the Supplemental Retirement Income payable under Section 2(b) of Article II to reflect the early
commencement of the benefit: (i) first, calculate the excess, if any, of: (A) the Employee’s
targeted monthly retirement income (as determined under Section 2(b)(ii) of Article II); over (B)
the sum of: (1) the Employee’s actual monthly retirement income under the Pension Plan and (2) the
Employee’s projected monthly Social Security retirement benefits commencing at age 65; (ii) second,
adjust the amount in subsection (i) in order to reflect the early commencement of the benefit in
accordance with the actuarial factors and other provisions of the Pension Plan; and (iii) third,
offset the result in subsection (ii), on a dollar for dollar basis, by the monthly retirement
benefits payable under any defined benefit pension plan maintained or previously maintained by a
prior employer of the Employee.



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



Dated at Waterbury, Connecticut the            day of      , 20 .



	 	 	 
	ATTEST:

	 	WEBSTER BANK
	 
	 	 
	     

	 	By     
	 
	 	 
	Its Secretary

	 	Title: