EX-10.2






AMENDMENT NO. 2

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 September 1, 2004, the third paragraph of the section of the Plan entitled
“General” is amended to read as follows:



The benefits provided by the Supplemental Plan are the following:




	 	(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 the definition of compensation set forth in the
Pension Plan that is applicable to the period on and after September 1, 2004,
but applying such definition to the eligible employee’s entire period of
employment; 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
the definition of compensation set forth in the Pension Plan that is applicable
to the period on and after September 1, 2004, but applying such definition to
the eligible employee’s entire period of employment; 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) an amount of deferred compensation, based on the amount of matching contributions
which an employee would have been allocated under the 401(k) Plan, but determined: (i)
without regard to the limitations on annual elective deferrals imposed by Section 401(k) and
Section 402(g) of the Code; (ii) without regard to the limitations on matching contributions
imposed by Section 401(m) of the Code; (iii) without regard to the limitations of Section
415 of the Code; (iv) without regard to the limitations of Code Section 401(a)(17); and (v)
based on the definition of compensation set forth in the 401(k) Plan that is applicable to
the period on and after September 1, 2004.



(2) Effective as of April 21, 2004, Section 5 of Article I of the Plan is amended to read as
follows:



Section 5. “Change in Control” means the occurrence of any of the following events:



(a) Any person becomes the beneficial owner of twenty five percent (25%) or more of the total
number of voting shares of the Corporation;



(b) Any person becomes the beneficial owner of ten percent (10%) or more, but less than
twenty-five percent (25%), of the total number of voting shares of the Corporation, unless the
Federal Reserve Board (the “FRB”) has approved a rebuttal agreement filed by such person or such
person has filed a certification with the FRB;



(c) Any person (other than the persons named as proxies solicited on behalf of the board of
directors of the Corporation) holds revocable or irrevocable proxies, as to the election or removal
of two or more directors of the Corporation, for twenty-five percent (25%) or more of the total
number of voting shares of the Corporation;



(d) Any person has received the approval of the FRB under the Bank Holding Company Act, as
amended (the “Holding Company Act”), or regulations issued thereunder, to acquire control of the
Corporation;



(e) Any person has received approval of the FRB under the Federal Deposit Insurance Act, as
amended (the “Control Act”), or regulations issued thereunder, to acquire control of the
Corporation;



(f) Any person has commenced a tender or exchange offer, or entered into an agreement or
received an option, to acquire beneficial ownership of twenty-five percent (25%) or more of the
total number of voting shares of the Corporation, whether or not the requisite approval for such
acquisition has been received under the Holding Company Act, the Control Act, or the respective
regulations issued thereunder;



(g) As a result of, or in connection with, any cash tender offer or exchange offer, merger, or
other business combination, sale of assets or contested election, or any combination of the
foregoing transactions, the persons who were directors of the Corporation before such transaction
shall cease to constitute at least two-thirds of the board of directors of the Corporation or any
successor corporation; or



(h) The Corporation’s beneficial ownership of the total number of voting shares of the Bank is
reduced to less than fifty percent (50%).



Notwithstanding the foregoing, a Change in Control will not be deemed to have occurred under
Section 5(b), Section 5(c), Section 5(d), Section 5(e) or Section 5(f) of Article I if, within
thirty (30) days of such action, the board of directors of the Corporation (by a two-thirds
affirmative vote of the directors in office before such action occurred) makes a determination that
such action does not and is not likely to constitute a Change in Control of the Corporation. For
purposes of this Section 5 of Article I, a “person” includes an individual, corporation,
partnership, trust, association, joint venture, pool, syndicate, unincorporated organization,
joint-stock company or similar organization or group acting in concert. A person for these
purposes shall be deemed to be a beneficial owner as that term is used in Rule 13d-3 under the
Securities Exchange Act of 1934.



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




(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 single life 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.



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



(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 based on the definition of compensation set forth in the
Pension Plan that is applicable to the period on and after September 1, 2004, but applying such
definition to the eligible employee’s entire period of employment.



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



(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 single life 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 single life 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
single life 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.



(6) Effective as of September 1, 2004, Section 2(c) of Article III of the Plan is amended to
read as follows:



(c) In computing an Employee’s adjusted matching contributions under Section 2(b) of Article
III, the Employee’s compensation shall be based on the definition of compensation set forth in the
401(k) Plan that is applicable to the period on and after September 1, 2004. Pursuant to such
definition, the Employee’s compensation: (i) shall include all of the Employee’s regular salary,
overtime, commissions, bonuses, and pre-tax contributions made 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; but (ii) shall
exclude taxable car benefits, taxable reimbursements (such as moving expenses), taxable fringe
benefits (such as the cost of excess group term life insurance), and any taxable income realized in
connection with the exercise of a nonqualified stock option, the disqualifying disposition of stock
received under an incentive stock option, or the grant or vesting of restricted property. In
addition, if an Employee elects to defer all or any portion of his or her compensation, such
deferred compensation shall 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.



Notwithstanding the above, for the period prior to January 1, 2004, the Employee’s
compensation: (i) included all of the Employee’s regular salary, overtime, commissions, bonuses,
pre-tax contributions made 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, taxable reimbursements (such as moving expenses), taxable fringe
benefits (such as the cost of excess group term life insurance), and any taxable income realized in
connection with the exercise of a nonqualified stock option, the disqualifying disposition of stock
received under an incentive stock option, or the grant or vesting of restricted property; but (ii)
excluded taxable car benefits. In addition, if an Employee elected to defer all or any portion of
his or her compensation, such deferred compensation was 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.



(7) Effective as of September 1, 2004, Section 4 of Article IV of the Plan is amended to read
as follows:



Section 4. The Bank may amend or terminate the Supplemental Plan at any time;
provided, however, that any such amendment or termination shall not adversely affect the rights of
any former Employee (or the survivor of any former Employee) then receiving benefits; and provided
further, that the vested benefits which any Employee had accrued immediately prior to the effective
date of such amendment or termination shall not be reduced.



(8) Effective as of September 1, 2004, Section 2(c) of Annex I of the Plan is amended to read
as follows:




(c) the eligible Employee’s adjusted monthly retirement income and actual monthly
retirement income shall each be actuarially adjusted to the equivalent single life annuity
form of payment.



(9) 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: