Exhibit 10.2


                              CONSULTING AGREEMENT


                  CONSULTING  AGREEMENT (this "Agreement"),  dated as of January
20, 2000 by and between Webster Financial  Corporation,  a Delaware  corporation
(the "Company"), and Edgar C. Gerwig (the "Consultant").

                  WHEREAS,  the  Company  and MECH  Financial  Inc.,  a Delaware
corporation  ("MECH"),  have entered  into an Agreement  and Plan of Merger (the
"Merger  Agreement"),  dated as of  December 1, 1999,  pursuant to which,  among
other things, MECH shall be merged with and into the Company as of the Effective
Time (as defined in the Merger Agreement);

                  WHEREAS,  in connection with the transactions  contemplated by
the Merger  Agreement and in  recognition  of the  Consultant's  experience  and
abilities,  the  Company  desires  to  assure  itself  of  the  services  of the
Consultant in accordance  with and subject to the terms and conditions  provided
herein; and

                  WHEREAS,  the  Consultant  wishes to perform  services for the
Company in  accordance  with and  subject to the terms and  conditions  provided
herein.

                  NOW,  THEREFORE,  in  consideration of the mutual premises and
the respective  covenants and agreements of the parties  herein  contained,  and
intending to be legally bound hereby, the parties hereto agree as follows:

                  1. Prior Agreements.  The Company acknowledges that, effective
as of immediately following the Effective Time, the Consultant's employment with
the Company  shall  terminate in  accordance  with Section 11 of the  Employment
Agreement between Mechanics Savings Bank, ("MECH Bank") and the Consultant dated
as of June 28,  1996 and that  Consultant  should be entitled to the payment set
forth in Section 1 of the Change in Control  Agreement between MECH Bank and the
Consultant  dated as of June 28,  1996  (relating  to a Change  in  Control,  as
defined therein).

                  2.  Engagement  as  Consultant.  The Company  hereby agrees to
engage the Consultant,  and the Consultant hereby agrees to perform services for
the Company, on the terms and conditions set forth herein.

                  3.  Term.  The  Term  of this  Agreement  (the  "Term")  shall
commence on the Effective Time and shall terminate six months  thereafter.  This
Agreement  shall be of no force or effect  unless and until the  Effective  Time
occurs.

                  4. Duties.  During the Term, the Consultant shall perform such
services  relating to the  business of the Company and its  subsidiaries  as the
Consultant and the Chief Executive  Officer or Board of Directors of the Company
shall mutually agree.  Subject to the preceding  sentence,  (i) Consultant shall
provide advisory and consulting services during the term of this Agreement,  and
will give the Company and its affiliates  the benefit of his special  knowledge,
skill,  contacts and business experience in the financial  institutions industry
and (ii)  Consultant  shall provide  consultant  services to the Company and its
affiliates in any capacity that is responsive to the reasonable  requests of the
Company.  Due to Consultant's long relationship with MECH and his recognition in
the community,  his participation as a consultant in the Company's business will
add to the stature of the Company and its affiliates. The Consultant shall in no
event be required to provide consulting services to the Company for more than 20
hours during any week. The  scheduling of such time shall be mutually  agreeable
to the Consultant and the Company.  The Consultant  shall perform his duties and
responsibilities

<PAGE>

under this Agreement to the best of his ability and using his best efforts, in a
diligent,  timely,  professional  and  workmanlike  manner,  in accordance  with
performance standards generally prevailing in the savings institutions industry.
The Company  acknowledges  that the  Consultant  is  permitted  to pursue  other
activities, whether of a personal or business nature (subject to the limitations
set out in  Sections  8 and 10  hereof),  and,  accordingly,  may not  always be
immediately available to the Company.

                  5. Place of  Performance.  The  Consultant  shall  perform his
duties and conduct his business from his primary  residence and/or at such other
locations as are reasonably acceptable to him and the Company.

                  6. Independent Contractor.  During the term of this Agreement,
the  Consultant  shall be an  independent  contractor and not an employee of the
Company and shall not be entitled  to the  benefits  provided by the Company and
its  affiliates  to  employees,  including  but not  limited to group  insurance
coverage  and  eligibility  to  participate  in any  retirement  plans and other
employee benefit plans. Accordingly, Consultant shall be responsible for payment
of all taxes,  including  Federal and State  income tax,  Social  Security  tax,
Unemployment  Insurance  tax,  and any other taxes or business  license  fees as
required.  During the Term, the Consultant shall deliver to the Company,  within
10 days following the end of each month, a brief description of the services and
activities  performed by the Consultant during the month in connection with this
Agreement,  including the approximate  amount of time spent by the Consultant in
the performance of such services or activities.

                  7. Compensation and Related Matters.

                           (a)  Monthly  Consulting  Fee.  During the Term,  the
Company shall pay to the Consultant, in equal monthly installments, a consulting
fee equal to $19,350 per month.

                           (b)  Business  Expenses.   The  Consultant  shall  be
reimbursed by the Company for all reasonable  business  expenses incurred by him
at the request of the Company in connection  with his  performance of consulting
services  hereunder  upon  submission  by the  Consultant  of receipts and other
documentation in accordance with the Company's normal reimbursement procedures.

                  8.  Termination.  The Consultant's  engagement as a consultant
hereunder  shall  terminate  without further action by any party hereto upon the
expiration of the Term or upon the Consultant's  death or disability (as defined
in the  Company's  long  term  disability  plan).  This  Agreement  may  also be
terminated by the  Consultant  upon 30 days' written notice to the Company (such
notice may be waived by mutual  consent of the  parties) or by the Company  upon
the Consultant's  commencement of, or involvement in, a "Competitive  Activity."
Upon  termination of the  Consultant's  engagement as a consultant  hereunder in
accordance  with the immediately  preceding  sentence or as a result of death of
disability,  the parties  hereto shall have no further  obligation  or liability
under this Agreement,  except that the Company shall pay the Consultant all fees
and reimburse the  Consultant  for all  reasonable  expenses  earned or incurred
hereunder prior to the date of termination.

                           For the purposes of this  Agreement,  a  "Competitive
Activity" shall include the Consultant's direct or indirect participation in the
ownership,   management,  operation  or  control  of,  or  employment  or  other
association,  as an officer,  employee,  partner or otherwise, with any business
that is in  competition  with the  business  conducted  by the  Company  and its
affiliates in any geographic area where such business is being conducted.

                  9.  Option  to  Purchase  Car.  At  the  Effective  Time,  the
Consultant  shall  have the right and  option to  purchase  at "book  value" the
automobile that was provided to him by MECH  immediately  prior to the Effective
Time.


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<PAGE>

                  10. Compliance with Law and Company Policy. In the performance
of the services herein contemplated, the Consultant is an independent contractor
with the authority to control the details of his work. However,  the services of
the  Consultant  are subject to the approval of the Company and shall be subject
to the  Company's  general  right of  supervision  to  secure  the  satisfactory
performance thereof. The Consultant agrees to comply with all federal, state and
municipal laws, rules and regulations, as well as all policies and procedures of
the  Company,  that  are  now  or may in the  future  become  applicable  to the
Consultant in connection  with his services to the Company.  At all times during
or after the Term,  the  Consultant  shall hold in a fiduciary  capacity for the
benefit of the Company all secret or confidential information, knowledge or data
relating to the Company or any of its  affiliates,  and shall not in any manner,
directly  or  indirectly,  use for his own  benefit or the  benefit of any other
person, firm, entity or corporation, nor disclose, divulge, render or offer, any
information,  except on  behalf  of the  Company  in the  course  of the  proper
performance of the Consultant's duties or except as may otherwise be required by
law or legal process (provided the Company has been given notice and opportunity
to  challenge  or  limit  the  scope of  disclosure  purportedly  so  required).
Confidential information shall not include, for purposes of this Section 10, any
information that is generally  available to the public other than as result of a
prohibited disclosure by the Consultant. At all times during and after the Term,
the Consultant shall refrain from making  disparaging  remarks about the Company
and its officers, directors and employees.

                  11.  Indemnification.  The Company  shall  indemnify  and hold
harmless the  Consultant to the full extent  permitted by law and the by-laws of
the Company for reasonable expenses,  costs, liabilities and legal fees that the
Consultant  may incur in the discharge of his duties  hereunder,  solely to that
extent such duties are  performed at the  direction  of a senior  officer of the
Company.

                  12.  Successors:  Binding Agreement.

                           (a) The Company shall require any successor to all or
substantially  all of the business or assets of the Company to expressly  assume
and agree to perform  this  Agreement  in the same manner and to the same extent
that the Company would be required to perform it if no such succession had taken
place.



                           (b) This  Agreement and all rights of the  Consultant
hereunder  shall inure to the benefit of and be enforceable by the  Consultant's
personal or legal representatives, executors, administrators, successors, heirs,
distributees,  devices and legates. This Agreement is personal to and may not be
assigned by the Consultant.



                           (c) On and after the Effective  Time,  this Agreement
shall supercede any other  agreement  between the parties hereto or between MECH
and the Consultant with respect to the subject matter hereof;  provided  nothing
herein shall impair Consultant's rights under the prior agreements  described in
Paragraph 1 above.



                  13. Notices.  All notices and other  communications  hereunder
shall  be in  writing  and  shall  be  deemed  given  if  delivered  personally,
telecopied  (which is confirmed) or sent by an overnight  courier service to the
parties at the  following  addresses  (or at such other  address  for a party as
shall be specified by the notice):




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<PAGE>

         If to the Company:                 Webster Financial Corporation
                                            Webster Plaza
                                            Waterbury, CT  06702
                                            Attention:  Corporate Secretary

         If to the Consultant:              Edgar C. Gerwig
                                            32 Pratt Street
                                            Essex, Connecticut  06426


                  14. Disputes. Any dispute, controversy or claim arising out of
or relating to this Agreement,  or the breach,  termination or validity  hereof,
shall be  finally  settled  by  arbitration  by one  arbitrator  in  Connecticut
pursuant  to  the  Commercial  Arbitration  Rules  of the  American  Arbitration
Association then in effect. Judgment may be entered on the arbitrator's award in
any court of competent jurisdiction.

                  15.  Miscellaneous.  No  provisions  of this  Agreement may be
modified, waived or discharged unless such waiver,  modification or discharge is
agreed to in writing signed by the parties  hereto.  No waiver by a party hereto
at any time of any breach by the other party hereto of, or compliance  with, any
condition  or  provision  of this  Agreement to be performed by such other party
shall be deemed a waiver of similar or  dissimilar  provisions  or conditions at
the same or at any prior or subsequent  time. No agreements or  representations,
oral or otherwise, express or implied, with respect to the subject matter hereof
have  been  made  by the  parties  which  are not set  forth  expressly  in this
Agreement. This Agreement shall be governed and construed in accordance with the
laws of Connecticut, without giving effect to the principles of conflicts of law
thereunder.

                  16.   Counterparts.   This   Agreement   may  be  executed  in
counterparts,  each of which shall be deemed to be an original but both of which
together shall constitute one and the same instrument.

                  17.  Enforcement.  The invalidity or  unenforceability  of any
provision of this Agreement shall not affect the validity or  enforceability  of
any other provision of this Agreement.

                  18.  Survival.  The  obligations  of the  parties set forth in
Sections 6, 8, 10, 11, 12, 13, 14, 15, 17 and 18 shall  survive any  termination
or expiration  of the  Consultant's  engagement as a consultant  hereunder or of
this Agreement



                  IN WITNESS  WHEREOF,  the parties  hereto have  executed  this
Agreement as of the date and year first above written.

                                       WEBSTER FINANCIAL CORPORATION

                                       By: /s/ James C. Smith
                                          -----------------------------
                                       Name:    James C. Smith
                                       Title:   Chairman and CEO

                                           /s/ Edgar C. Gerwig
                                       -----------------------------
                                       Name:    Edgar C. Gerwig


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