EXHIBIT 10.14







                             SUPPLEMENTAL RETIREMENT
                              PLAN FOR EMPLOYEES OF
                                  WEBSTER BANK


             As Amended and Restated Effective as of January 1, 2003































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                   SUPPLEMENTAL RETIREMENT PLAN FOR EMPLOYEES
                                 OF WEBSTER BANK

                                     General
                                     -------

         This is a non-qualified supplemental retirement plan (the "Supplemental
Plan") for certain employees of Webster Bank (the "Bank") and its affiliates who
are also participants in the Webster Bank Pension Plan (the "Pension Plan") or
the Webster Bank Employee Investment Plan (the "401(k) Plan").

         The Supplemental Plan has been established for the purpose of providing
deferred compensation for a select group of management or highly compensated
employees. Only those employees of the Bank and its affiliates who are members
of a select group of management or highly compensated employees (as determined
by the board of directors of the Bank) are eligible to receive a benefit under
the Supplemental Plan.

         The benefits provided by the Supplemental Plan are the following:

         (1)      a supplemental retirement income which equals the excess of:
                  (a) a retirement benefit payable in accordance with the terms
                  of the Pension Plan, but determined: (i) without regard to the
                  limitations of Section 415 of the Internal Revenue Code of
                  1986, as amended (the "Code"); (ii) without regard to the
                  limitations of Code Section 401(a)(17); (iii) based on a
                  definition of compensation that includes all of the employee's
                  bonuses; and (iv) with respect to the Chairman and Chief
                  Executive Officer of the Bank who is in office on January 1,
                  2003, based on an annual benefit accrual for years of service
                  on and after January 1, 1987 equal to three percent (3%) of
                  compensation rather than two percent (2%); over (b) the
                  retirement benefit actually provided by the 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 a
                  definition of compensation that includes all of the employee's
                  bonuses.

         The Supplemental Plan is completely separate from the Pension Plan and
the 401(k) Plan, is unfunded, and is not qualified for special tax treatment
under the Code.

         The Supplemental Plan was adopted effective as of January 1, 1990. This
amendment and restatement of the Supplemental Plan is effective as of January 1,
2003.


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                                    ARTICLE I
                                    ---------

                                   Definitions
                                   -----------

         Section 1. "Affiliate" means any corporation or other entity which is
under common control with the Bank and the Corporation within the meaning of
Section 414(b) or Section 414(c) of the Code. A "Participating Affiliate" is an
Affiliate which has assumed the obligations of the Supplemental Plan with the
consent of the Board. A "Nonparticipating Affiliate" is an Affiliate which has
not assumed the obligations of the Supplemental Plan with the consent of the
Board.

         Section 2. "Bank" means Webster Bank and any successor corporation
which hereafter assumes its obligations hereunder.

         Section 3. "Beneficiary" means the person who is designated by an
eligible Employee to receive benefits payable under the Supplemental Plan in the
event of the Employee's death.

         Section 4. "Board" means the board of directors of the Bank.

         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 Director of the Office of Thrift
Supervision (the "OTS Director") has approved a rebuttal agreement filed by such
person or such person has filed a certification with the OTS Director;

         (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 OTS Director under
Section 10 of the Home Owners' Loan 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 OTS Director under Section
7(j) of the Federal Deposit Insurance Act, as amended (the "Control Act"), or
regulations issued thereunder, to acquire control of the Corporation;


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<PAGE>

         (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.

         Section 6. "Code" means the Internal Revenue Code of 1986, as amended.

         Section 7. "Corporation" means Webster Financial Corporation and any
successor corporation which hereafter assumes its obligations.

         Section 8. "Employee" means an individual who is an employee of either
the Bank, the Corporation or a Participating Affiliate.

         Section 9. "401(k) Plan" means the Webster Bank Employee Investment
Plan and any subsequent amendments thereto.

         Section 10. "Matching Percentage" means the percentage of an Employee's
elective deferrals to the 401(k) Plan (to the extent such elective deferrals are
not in excess of the Minimum Percentage of the Employee's compensation) which
the Bank, the Corporation or a Participating Affiliate has agreed to contribute
to the 401(k) Plan on behalf of the Employee as matching contributions.


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         Section 11. "Minimum Percentage" means the lowest percentage of
compensation which an Employee must elect to have contributed to the 401(k) Plan
as elective deferrals in order to receive the maximum amount of matching
contributions available under the terms of the 401(k) Plan.

         Section 12. "Pension Plan" means the Webster Bank Pension Plan and any
subsequent amendments thereto.

         Section 13. "Spouse" means the person who is legally married to an
eligible Employee on the earlier of such Employee's date of death and the date
on which his or her Supplemental Retirement Income commences.

         Section 14. "Supplemental Matching Contributions" mean the amounts of
deferred compensation credited to the Supplemental Matching Contributions
Account of an eligible Employee under Article III of the Supplemental Plan.

         Section 15. "Supplemental Matching Contributions Account" means the
account to which an eligible Employee's Supplemental Matching Contributions are
credited under Article III of the Supplemental Plan. The Supplemental Matching
Contributions Account consists of the "Lump Sum Subaccount" and the "Installment
Subaccount". The Lump Sum Subaccount contains that portion of an eligible
Employee's Supplemental Matching Contributions (and the interest credited
thereto) which the Employee has elected to receive as a single sum. The
Installment Subaccount contains that portion of an eligible Employee's
Supplemental Matching Contributions (and the interest credited thereto) which
the Employee has elected to receive in annual installments.

         Section 16. "Supplemental Plan" means the Supplemental Retirement Plan
for Employees of Webster Bank, as set forth herein.

         Section 17. "Supplemental Retirement Income" means the monthly amount
of retirement income payable on behalf of an eligible Employee under Article II
of the Supplemental Plan.


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<PAGE>


                                   ARTICLE II
                                   ----------

                         Supplemental Retirement Income
                         ------------------------------

         Section 1. Eligibility for Supplemental Retirement Income. An Employee
who is a participant in the Pension Plan will be eligible to receive a
Supplemental Retirement Income under the Supplemental Plan, provided that the
following conditions are met:

         (a)      the Employee is a member of a select group of management or
                  highly compensated employees (as determined by the Board) and
                  is an executive vice president or above of the Bank, the
                  Corporation or a Participating Affiliate;

         (b)      such Employee either:

                  (i)      terminates employment with the Bank, the Corporation
                           or an Affiliate and is eligible to receive either a
                           normal retirement benefit, an early retirement
                           benefit, a deferred retirement benefit or a vested
                           retirement benefit under the Pension Plan; or

                  (ii)     dies while in the service of the Bank, the
                           Corporation or an Affiliate and such Employee's
                           survivor is eligible to receive a survivor's benefit
                           under the Pension Plan.

For purposes of Section 1(b)(i) of Article II, an Employee will not be deemed to
have terminated employment as the result of a transfer of employment between the
Bank, the Corporation or an Affiliate. However, if an Employee transfers
employment from the Bank, the Corporation or a Participating Affiliate to a
Nonparticipating Affiliate, the amount of the Employee's Supplemental Retirement
Income shall not exceed the amount of the Supplemental Retirement Income which
the Employee had accrued as of the date of such transfer of employment.

         Section 2.  Amount of Supplemental Retirement Income.

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

         (b) For purposes of Section 2(a)(i) 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:

                  (i) 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;



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<PAGE>


                  (ii) 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;

                  (iii) 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; and

                  (iv) with respect to the Chairman and Chief Executive Officer
         of the Bank who is in office on January 1, 2003, all references to "two
         percent (2%)" of the Employee's monthly compensation contained in the
         applicable formula set forth in the Pension Plan shall be deleted, and
         references to "three percent (3%)" of the Employee's monthly
         compensation shall be substituted in lieu thereof.

The adjustments to the applicable formula set forth in the Pension Plan which
are described in this Section 2(b) 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; provided,
however, that the adjustment set forth in Section 2(b)(iv) of Article II shall
apply only with respect to years of service that the Chairman and Chief
Executive Officer of the Bank who is in office on January 1, 2003 performs on or
after January 1, 1987.

         (c) In computing an Employee's adjusted 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(b)
of Article II and actual monthly retirement income under the Pension Plan shall
each be based upon the ten year certain annuity form of payment.



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<PAGE>

         (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) 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.

         Section 3. Vesting of Supplemental Retirement Income. Subject to
Section 3 of Article IV, an eligible Employee will become vested and will have a
nonforfeitable right to receive a Supplemental Retirement Income under the
Supplemental Plan in the same manner and to the same extent as provided under
the Pension Plan.

         Section 4.  Payment of Supplemental Retirement Income.

         (a) A Supplemental Retirement Income shall be paid monthly to an
eligible Employee commencing with the month in which such Employee commences to
receive benefits under the Pension Plan, and shall cease at the time required by
the form of payment elected by the Employee under the Supplemental Plan.
Notwithstanding the above, if an Employee's benefits under the Pension Plan are
suspended for any reason, payments under the Supplemental Plan shall also be
suspended.

         (b) 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
commence and shall cease at the times required by such form of payment. A
Supplemental Retirement Income shall in no event be payable after the death of
an Employee on whose behalf no survivor's benefit is payable under the form of
benefit elected by the Employee.


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<PAGE>

         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 a survivor's benefit is payable under the
Supplemental Plan 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), then such survivor's
benefit shall commence and shall cease at the same times as the pre-retirement
survivor's benefit payable under the Pension Plan.

         (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 to an Employee (or to the survivor of an Employee) under the Pension Plan.


























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                                   ARTICLE III
                                   -----------

                       Supplemental Matching Contributions
                       -----------------------------------

         Section 1. Eligibility for Supplemental Matching Contributions. An
Employee who is a participant in the 401(k) Plan will be eligible to have
Supplemental Matching Contributions credited to his or her Supplemental Matching
Contributions Account and to receive a distribution from his or her Supplemental
Matching Contributions Account, provided that the following conditions are met:

         (a)      the Employee is a member of a select group of management or
                  highly compensated employees (as determined by the Board) and
                  is an executive vice president or above of the Bank, the
                  Corporation or a Participating Affiliate;

         (b)      if the Employee had made the maximum elective deferrals
                  permitted by the terms of the 401(k) Plan for a calendar year,
                  the matching contributions which would have been allocated to
                  the account of the Employee under the 401(k) Plan for the
                  calendar year would have been limited due to the Employee's
                  inability to make elective contributions equal to at least the
                  Minimum Percentage of his or her compensation as a result of
                  the applicability of the limitations on elective deferrals
                  under Section 402(g) of the Code, the limitations on
                  contributions under Section 415 of the Code, or the
                  limitations on compensation under Section 401(a)(17) of the
                  Code; and

         (c)      such Employee either:

                  (i)      terminates employment with the Bank, the Corporation
                           or an Affiliate and is eligible to receive a
                           distribution of the matching contributions made to
                           the 401(k) Plan on his or her behalf; or

                  (ii)     dies while in the service of the Bank, the
                           Corporation or an Affiliate and such Employee's
                           survivor is eligible to receive a distribution of the
                           Employee's matching contributions under the 401(k)
                           Plan.

For purposes of Section 1(c)(i) of Article III, an Employee will not be deemed
to have terminated employment as the result of a transfer of employment between
the Bank, the Corporation or an Affiliate. However, if an Employee transfers
employment from the Bank, the Corporation or a Participating Affiliate to a
Nonparticipating Affiliate, the Employee shall not be credited with any
Supplemental Matching Contributions with respect to compensation earned after
the date of such transfer of employment.

Notwithstanding the above, for calendar years beginning prior to January 1,
2002, an Employee was entitled to have Supplemental Matching Contributions
credited to his or her Supplemental Matching Contributions Account only if the
Employee actually made the maximum elective



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deferrals permitted by the terms of the 401(k) Plan. For calendar years
beginning on or after January 1, 2002, an Employee is entitled to have
Supplemental Matching Contributions credited to his or her Supplemental Matching
Contributions Account if he or she satisfies the conditions of this Section 1 of
Article III, without regard to the amount of elective deferrals he or she
actually makes to the 401(k) Plan.

         Section 2.  Amount of Supplemental Matching Contributions.

         (a) As of the last day of each calendar year, the amount of an eligible
Employee's Supplemental Matching Contributions will be determined. The amount of
such Supplemental Matching Contributions for a calendar year will be the excess,
if any, of: (i) the Employee's adjusted matching contributions, as determined
under Section 2(b) of Article III, for such calendar year; over (ii) the maximum
amount of matching contributions which would have been allocated for the benefit
of the Employee under the 401(k) Plan for such calendar year if he or she had
actually made the maximum elective deferrals permitted by the terms of the
401(k) Plan (determined in accordance with the limitations set forth in the
401(k) Plan and in Code Sections 401(k), 401(m), 402(g), 415 and 401(a)(17)).

         (b) For purposes of Section 2(a)(i) of Article III, an Employee's
adjusted matching contributions shall equal the Matching Percentage of the
Employee's elective deferrals under the 401(k) Plan to the extent they do not
exceed the Minimum Percentage of the Employee's compensation, except that:

                  (i) it shall be assumed that the Employee elected to
         contribute at least the Minimum Percentage of his or her compensation
         as elective deferrals under the 401(k) Plan;

                  (ii) adjusted matching contributions shall be determined
         without regard to the limitations on elective deferrals under Section
         401(k) and Section 402(g) of the Code;

                  (iii) adjusted matching contributions shall be determined
         without regard to the limitations on matching contributions under
         Section 401(m) of the Code;

                  (iv) adjusted matching contributions shall be determined
         without regard to the limitations on contributions under Section 415 of
         the Code;

                  (v) adjusted matching contributions shall be determined
         without regard to the limitations on compensation under Section
         401(a)(17) of the Code; and

                  (vi) adjusted matching contributions shall be determined by
         reference to the definition of compensation set forth in Section 2(c)
         of Article III.

The adjustments for determining adjusted matching contributions which are
described in this Section 2(b) of Article III shall apply to all calendar years
in which the Employee was eligible to



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participate in the Supplemental Plan, including any calendar years prior to the
effective date of any amendment to the Supplemental Plan.

         (c) In computing an Employee's adjusted matching contributions under
Section 2(b) of Article III, the Employee's compensation shall be calculated as
follows:

                  (i) the Employee's compensation shall be determined in
         accordance with the terms of the 401(k) 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, any income realized for purposes of
         withholding in connection with stock options or restricted stock,
         taxable fringe benefits, nondeductible moving expenses, and the taxable
         cost of group term life insurance, and excluding any taxable car
         benefits); 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.

         Section 3. Vesting of Supplemental Matching Contributions. Subject to
Section 3 of Article IV, an eligible Employee will become vested and will have a
nonforfeitable right to receive the amount credited to his or her Supplemental
Matching Contributions Account in the same manner and to the same extent as the
amount credited to the Employee's matching contributions account under the
401(k) Plan.

         Section 4.  Accounting for Supplemental Matching Contributions.

         (a) Prior to the first day of each calendar year, an eligible Employee
may elect that any amounts to be credited to his or her Supplemental Matching
Contributions Account during the calendar year will be credited to the
Installment Subaccount. If the Employee does not make such an election, all
amounts to be credited to his or her Supplemental Matching Contributions Account
shall be credited to the Lump Sum Subaccount.

         (b) Interest, compounded monthly, shall be credited on the balance in
an Employee's Supplemental Matching Contributions Account from time to time: (i)
as of the last day of each calendar year during the period beginning when the
Supplemental Matching Contributions are first so credited, and ending on the
last day of the calendar year preceding the date described in Section 4(b)(ii)
below; and (ii) as of the date of distribution of a final installment payment
(pursuant to Section 5(a)(ii) of Article III) or a single sum distribution
(pursuant to Section 5(a)(i) of Article III) of the amounts credited to the
Employee's Supplemental Matching


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Contributions Account. The rate of interest shall be the interest rate on one
year United States Treasury obligations (as reported from time to time in The
Wall Street Journal) plus fifty (50) basis points, adjusted monthly.

         Section 5.  Payment of Supplemental Matching Contributions.

         (a) Payment of the amounts credited to an Employee's Supplemental
Matching Contributions Account shall be made as follows:

                  (i) Amounts credited to the Lump Sum Subaccount shall be paid
to the Employee in a single sum within sixty (60) days of the date on which he
or she terminates employment with the Bank, the Corporation and each Affiliate.

                  (ii) Amounts credited to the Installment Subaccount shall be
paid to the Employee in ten (10) annual installments. The first installment
shall be paid to the Employee within sixty (60) days of the date on which he or
she terminates employment with the Bank, the Corporation and each Affiliate.
Subsequent installments shall be paid to the Employee annually on or about the
sixtieth (60th) day of the calendar year, commencing with the calendar year
immediately following the calendar year in which the Employee received the first
installment. Each installment shall be equal to the balance credited to the
Installment Subaccount multiplied by a fraction, the numerator of which is one
(1) and the denominator of which is ten (10) minus the number of annual
installments previously paid to the Employee (so that the first installment will
be one-tenth (1/10th) of the account, the second will be one-nineth (1/9th) of
the account, and so on).

         (b) Upon an Employee's death, the entire amount credited to the
Employee's Lump Sum Subaccount shall be paid to his or her Beneficiary within
sixty (60) days following the Employee's death. Installment distributions of the
amounts, if any, remaining in the Employee's Installment Subaccount shall
continue or commence to be paid to the Beneficiary within sixty (60) days
following the Employee's death in the manner set forth in Section 5(a)(ii) of
Article III. If the Employee has not designated a Beneficiary, or if the
Beneficiary does not survive the Employee, the aggregate amount credited to the
Employee's Supplemental Matching Contributions Account shall be distributed in a
single sum to the Employee's estate.



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<PAGE>


                                   ARTICLE IV
                                   ----------

                                  Miscellaneous
                                  -------------

         Section 1. The Board of the Bank shall act as the plan administrator
for the Supplemental Plan. The Board shall interpret and construe the provisions
of the Supplemental Plan, shall decide any disputes which may arise relative to
the rights of Employees (and their survivors) under the terms of the
Supplemental Plan, and shall, in general, direct the administration of the
Supplemental Plan embodied herein. The Board may adopt such rules as it deems
necessary for the proper administration of the Supplemental Plan. The decision
of the Board in all matters involving the interpretation and application of the
Supplemental Plan shall be final, binding and conclusive (unless the Board has
acted in an arbitrary or capricious manner).

         In its discretion, the Board of the Bank may appoint a committee
consisting of at least one (1) but not more than five (5) persons. If appointed,
the committee shall be responsible for carrying out the obligations of the Board
under the Supplemental Plan, and shall be deemed to be the plan administrator
for the Supplemental Plan.

         Section 2. (a) Any claim with respect to an Employee's interest under
the Supplemental Plan shall be made in writing to the Board of the Bank. If such
claim is wholly or partially denied, the Board shall, within thirty (30) days
after receipt of the claim, notify the Employee or his or her survivor of the
denial of the claim. Such notice of denial: (i) shall be in writing; (ii) shall
be written in a manner calculated to be understood by the Employee or his or her
survivor; and (iii) shall contain: (A) the specific reason or reasons for denial
of the claim, (B) a specific reference to the pertinent provisions upon which
the denial is based, (C) a description of any additional material or information
necessary to perfect the claim, along with an explanation of why such material
or information is necessary, and (D) an explanation of the claim review
procedure, in accordance with the provisions of this Section 2 of Article IV.

         (b) Within sixty (60) days after the receipt by the Employee or his or
her survivor of a written notice of denial of the claim, or such later time as
shall be deemed reasonable taking into account the nature of the interest
subject to the claim and any other attendant circumstances, the Employee or his
or her survivor may file a written request with the Board of the Bank that it
conduct a full and fair review of the denial of the claim pertaining to his or
her interest under the Supplemental Plan.

         (c) The Board of the Bank shall deliver to the Employee or his or her
survivor a written decision on the claim within thirty (30) days after receipt
of the aforesaid request for review, except that if there are special
circumstances (such as the need to hold a hearing, if necessary) which require
an extension of time for processing, the aforesaid thirty (30) day period shall
be extended to sixty (60) days. Such decision shall: (i) be written in a manner
calculated to be understood by the Employee or his or her survivor; (ii) include
the specific reason or reasons


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<PAGE>

for the decision; and (iii) contain a specific reference to the pertinent
provisions upon which the decision is based.

         Section 3. If the Board of the Bank determines, after a hearing, that
an Employee who is eligible to receive or is receiving a Supplemental Retirement
Income or the amount credited to his or her Supplemental Matching Contributions
Account has engaged in any activities which, in the opinion of the Board, are
detrimental to the interests of, or are in competition with, the Bank, the
Corporation or any Affiliates, then such Supplemental Retirement Income or the
amounts credited to such Supplemental Matching Contributions Account shall
thereupon be terminated and forfeited.

         Section 4. The Bank may amend or terminate the Supplemental Plan at any
time, but 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, or the vested rights of any Employee whose rights have
vested.

         Section 5. Except to the extent required by law, the right of any
Employee or his or her survivors to any benefit or payment under the
Supplemental Plan: (a) shall not be subject to voluntary or involuntary
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
attachment, or garnishment by creditors of the Employee or his or her survivors;
(b) shall not be considered an asset of the Employee or his or her survivors in
the event of any divorce, insolvency or bankruptcy; and (c) shall not be subject
to attachment, execution, garnishment, sequestration or other legal or equitable
process. In the event that an Employee or any survivors who are receiving or are
entitled to receive benefits under the Supplemental Plan attempt to assign,
transfer or dispose of such right, or if an attempt is made to subject said
right to such process, such assignment, transfer, disposition or process shall,
unless required by law, be null and void.

         Section 6. The Bank may satisfy all or any part of its obligation to
provide benefits hereunder by purchasing and distributing to an Employee (or the
survivor of an Employee) an annuity from an insurance carrier to provide such
benefits.

         Section 7. Except to the extent preempted by Federal law, the
provisions of the Supplemental Plan shall be interpreted, construed and
administered in accordance with the laws of the State of Connecticut.

         Section 8. The adoption and maintenance of the Supplemental Plan shall
not be deemed to constitute a contract between the Bank, the Corporation or an
Affiliate and its Employees or to be consideration for, or an inducement or
condition of, the employment of any person. Nothing herein contained shall be
deemed: (a) to give to any Employee the right to be retained in the employ of
the Bank, the Corporation or an Affiliate; (b) to affect the right of the Bank,
the Corporation or an Affiliate to discipline or discharge any Employee at any
time; (c) to give the Bank, the Corporation or an Affiliate the right to require
any Employee to remain in its employ; or (d) to affect any Employee's right to
terminate his or her employment at any time.



                                       14
<PAGE>

         Section 9. Whenever the rights of an Employee are stated or limited in
the Supplemental Plan, his or her survivors shall be bound thereby.

         Section 10. It is the intention of the Bank, the Corporation, the
Participating Affiliates, the eligible Employees and their survivors, and each
other party to the Supplemental Plan that the arrangements hereunder be unfunded
for tax purposes and for purposes of Title I of the Employee Retirement Income
Security Act of 1974, as amended. The rights of eligible Employees and their
survivors shall be solely those of a general unsecured creditor of the Bank, the
Corporation or a Participating Affiliate. The Supplemental Plan constitutes a
mere promise by the Bank, the Corporation or a Participating Affiliate to make
benefit payments in the future.

         Prior to the occurrence of a Change in Control, the Bank, the
Corporation or a Participating Affiliate shall not have any obligation to fund
the benefits payable under the Supplemental Plan. If the Bank, the Corporation
or a Participating Affiliate determines, prior to a Change in Control, that
deferred compensation under the Supplemental Plan should be funded, it may
utilize, singly or in combination, any method of funding it may deem
appropriate, including, but not limited to, terminal funding, a group or
individual trust, annuity contracts or life insurance contracts.

         Upon the occurrence of a Change in Control, the Bank, the Corporation
and each Participating Affiliate shall (unless their liabilities under the
Supplemental Plan have been fully discharged) adopt and fully fund a trust, the
terms of which shall conform with the language of the model trust agreement set
forth in Revenue Procedure 92-64 issued by the Internal Revenue Service (or any
successor thereto) relating to trusts established in connection with unfunded
deferred compensation arrangements (or, if such trusts are no longer available
for use in connection with unfunded deferred compensation arrangements, any
other instrument which is designed to provide a similar level of security and to
have the same tax results as such trust).

         Section 11. The Bank, the Corporation or a Participating Affiliate may
direct that payments be made before they would otherwise be due if, based on a
change in the Federal tax or revenue laws, a published ruling or similar
announcement issued by the Internal Revenue Service, a regulation issued by the
Secretary of the Treasury, a decision by a court of competent jurisdiction
involving an Employee or his or her Spouse or Beneficiary or a closing agreement
made under Section 7121 of the Code that is approved by the Internal Revenue
Service and involved an Employee or his or her Spouse or Beneficiary, the Bank,
the Corporation or a Participating Affiliate determines that an Employee or his
or her Spouse or Beneficiary has or will recognize income for Federal income tax
purposes with respect to amounts that are or will be payable under the
Supplemental Plan before they are to be paid. Amounts so paid shall then be used
as an offset to the benefits, if any, thereafter payable hereunder.



                                       15
<PAGE>

         IN WITNESS WHEREOF, the undersigned has executed this Supplemental Plan
at Waterbury, Connecticut on the 16th day of December, 2002.

ATTEST:                                     WEBSTER BANK


/s/ Harriet M. Wolfe                        By /s/ James C. Smith
------------------------------                 ------------------------------

Its Secretary                                  Its Chairman and Chief Executive
                                               Officer






















                                       16
<PAGE>

                                                                         ANNEX I

                 Special Provisions for Certain Former Employees
                         of Eagle Financial Corporation
                         ------------------------------

         Effective as of April 15, 1998 (the "Eagle Acquisition Date"), Eagle
Financial Corporation ("Eagle") was merged with and into Webster Financial
Corporation. Effective as of the Eagle Acquisition Date, all of the obligations
of Eagle under the Eagle Financial Corporation Benefit Equalization Plan (the
"Eagle SERP") were transferred to, and assumed by, Webster Financial
Corporation. Webster Financial Corporation has, in turn, transferred all of such
obligations to Webster Bank, a wholly-owned subsidiary of Webster Financial
Corporation. Therefore, effective as of the Eagle Acquisition Date, all of the
obligations of Eagle under the Eagle SERP have been transferred to, and assumed
by, Webster Bank.

         Effective as of April 15, 1998, the Eagle SERP was merged with and into
the Supplemental Plan.

         Effective as of July 1, 1998, certain of the assets and liabilities of
the Financial Institutions Retirement Plan as Adopted by Eagle Financial
Corporation (the "Eagle Pension Plan") were transferred to and assumed by the
Webster Bank Pension Plan (the "Webster Pension Plan").

         Effective as of the first day with respect to which the processing of
the payroll for the former employees of Eagle was performed in conjunction with
the processing of the payroll for the employees of Webster Bank (the "Eagle
Payroll Merger Date"), the former employees of Eagle became eligible to
participate in the Webster Bank Employee Investment Plan (the "Webster 401(k)
Plan"). In addition, effective as of July 1, 1998, certain of the assets and
liabilities of the Financial Institutions Thrift Plan as Adopted by Eagle
Financial Corporation (the "Eagle 401(k) Plan") were transferred to and assumed
by the Webster 401(k) Plan.

         (1) If an Employee was a participant in the Eagle SERP, the Employee
will not receive any additional benefits under this Supplemental Plan unless he
or she otherwise satisfies the eligibility requirements of Article II, Section 1
or Article III, Section 1 of the Supplemental Plan. If he or she does not
satisfy such eligibility requirements, no benefits will be payable to him or her
under this Supplemental Plan other than the benefits which he or she accrued
under the Eagle SERP prior to April 15, 1998.

         (2) If an Employee was a participant in the Eagle Pension Plan on June
30, 1998 and he or she becomes an eligible Employee under the Supplemental Plan,
the amount of such an eligible Employee's Supplemental Retirement Income under
Section 2 of Article II shall be determined as follows:

                  (a) the eligible Employee's adjusted monthly retirement income
         shall be calculated by reference to the applicable formula set forth in
         the Eagle Pension Plan with



                                       1
<PAGE>

         respect to compensation earned and service performed prior to July 1,
         1998, and by reference to the applicable formula set forth in the
         Webster Pension Plan with respect to compensation earned and service
         performed on and after July 1, 1998;

                  (b) the eligible Employee's actual monthly retirement income
         shall equal the sum of the Employee's accrued benefit under the Eagle
         Pension Plan as of June 30, 1998 (whether or not such benefit was
         transferred to and assumed by the Webster Pension Plan) and the
         Employee's Webster Benefit (as defined in Annex VIII of the Webster
         Pension Plan); and

                  (c) the eligible Employee's adjusted monthly retirement income
         and actual monthly retirement income shall each be actuarially adjusted
         to the equivalent ten year certain form of payment.

         (3) With respect to an Employee who was a participant in the Eagle
401(k) Plan, Supplemental Matching Contributions shall be credited under Article
II only with respect to elective deferrals made to the Webster 401(k) Plan on or
after the Eagle Payroll Merger Date. No Supplemental Matching Contributions
shall be credited with respect to elective deferrals made to the Eagle 401(k)
Plan prior to the Eagle Payroll Merger Date.

         (4) Except as otherwise provided in this Annex I, all of the provisions
of the Supplemental Plan shall apply to each eligible Employee who was an
employee of Eagle prior to April 15, 1998.




















                                       2