WEBSTER FINANCIAL CORP
EX-10.2: AMENDED & RESTATED 1992 STOCK OPTION PLAN
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>y68471exv10w2.htm
<DESCRIPTION>EX-10.2: AMENDED & RESTATED 1992 STOCK OPTION PLAN
<TEXT>
<HTML>
<HEAD>
<TITLE>EX-10.2</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="right" style="font-size: 10pt"><B>Exhibit&nbsp;10.2</B>



<P align="center" style="font-size: 10pt"><B>WEBSTER FINANCIAL CORPORATION</B>



<P align="center" style="font-size: 10pt"><B>AMENDMENT NUMBER 4<BR>
TO<BR>
AMENDED AND RESTATED<BR>
1992 STOCK OPTION PLAN</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Webster Financial Corporation 1992 Stock Option Plan, as amended and
restated (the &#147;Plan&#148;) is hereby amended as set forth below, effective June&nbsp;21,
2004 (the &#147;Adoption Date&#148;):



<P align="left" style="margin-left:3%; font-size: 10pt">1. Section&nbsp;6 of the Plan is amended to add the following new provision at
the end thereof as a new paragraph (c):


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" nowrap align="right">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Deferral. The Board may establish rules and
procedures setting forth the circumstances under which
distribution or the receipt of Stock and other amounts
payable with respect to an Incentive Award shall be
deferred either automatically or at the election of the
Optionee or Holder and whether and to what extent the
Company shall pay or credit amounts constituting interest
(at rates determined by the Board) or dividends or deemed
dividends on such deferrals.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;Section&nbsp;12(a) of the Plan is amended to read in its entirety as
follows:



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>(a)&nbsp;Employees and Subsidiary Directors. </I>Upon the
termination of the employment or service of an Optionee
(other than a Non-Employee Director) with the
Corporation or a Subsidiary, other than by reason of
the death or &#147;permanent and total disability&#148; (within
the meaning of Section&nbsp;22(e)(3) of the Code) of such
Optionee and except as provided in Section&nbsp;12(c), any
Option granted pursuant to the Plan shall terminate
three months after the date of such termination of
employment or service, unless earlier terminated
pursuant to Section 10(a) above, and such Optionee
shall have no further right to purchase shares of Stock
pursuant to such Option; <I>provided, however, </I>that the
Board may provide, by inclusion of appropriate language
in an Option Agreement, that an Optionee may (subject
to the general limitations on exercise set forth in


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="left" style="margin-left:6%; font-size: 10pt">Section&nbsp;10(b) above), in the event of termination of
employment or service of the Optionee with the
Corporation or a Subsidiary, exercise an Option, in
whole or in part, at any time subsequent to such
termination of employment or service and before
termination of the Option as provided in Section 10(a)
above, either subject to or without regard to any
installment limitation on exercise imposed pursuant to
Section 10(b) above. Upon the termination of the
employment or service of a Holder with the Corporation
or a Subsidiary other than by reason of death or
&#147;permanent and total disability&#148; (within the meaning of
Section&nbsp;22(e)(3) of the Code) and except as provided in
Section&nbsp;12(c), any restricted Stock issued to such
Holder that has not vested, or with respect to which
all applicable restrictions and conditions have not
lapsed, shall immediately be deemed forfeited, unless
the Board, in its discretion, determines otherwise.
Upon forfeiture of restricted Stock, the Holder shall
have no further rights with respect to such Stock,
including but not limited to any right to vote
restricted Stock or any right to receive dividends with
respect to such shares of restricted Stock. Upon the
termination of the employment or service of a Grantee
(other than a Non-Employee Director) with the
Corporation or a Subsidiary, other than by reason of
the death or &#147;permanent and total disability&#148; (within
the meaning of Section&nbsp;22(e)(3) of the Code) of such
Grantee and except as provided in Section&nbsp;12(c), any
SAR granted pursuant to the Plan shall terminate three
months after the date of such termination of employment
or service, and such Grantee shall have no further
right to purchase shares of Stock or to receive cash
pursuant to such SAR; <I>provided, however, </I>that the Board
may provide, by inclusion of appropriate language in an
Award Agreement, that an Grantee may, in the event of
termination of employment or service of the Grantee
with the Corporation or a Subsidiary, exercise a SAR,
in whole or in part, at any time subsequent to such
termination of employment or service and before
termination of the SAR. Whether a leave of absence or
leave on military or government service shall
constitute a termination of employment or service for
purposes of the Plan shall be determined by the Board,
which determination shall be final and conclusive. For
purposes of the Plan, a termination of employment or
service with the Corporation or a Subsidiary shall not
be deemed to occur if immediately thereafter the
Optionee, Holder or Grantee is employed with


<P align="center" style="font-size: 10pt">- 2 -
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="left" style="margin-left:6%; font-size: 10pt">the Corporation or any Subsidiary or is serving as a
Subsidiary Director. Upon the termination of the
employment or service of an Optionee (other than a
Non-Employee Director) with the Corporation or a
Subsidiary by reason of the Optionee&#146;s retirement after
attaining age 65 (&#147;Normal Retirement&#148;), such Optionee
shall have the right (subject to the general
limitations on exercise set forth in Section 10(b)
above), at any time before termination of the Option as
provided in Section 10(a) above, to exercise, in whole
or in part, any Option held by such Optionee at the
date of such termination of employment or service,
whether or not such Option was exercisable immediately
before such termination of employment or service;
<I>provided, however, </I>that the Board may provide, by
inclusion of appropriate language in the Option
Agreement, that the Optionee may (subject to the
general limitations on exercise set forth in Section
10(b) above), in the event of the termination of
employment or service of the Optionee with the
Corporation or a Subsidiary by reason of Normal
Retirement, exercise an Option, in whole or in part, at
any time subsequent to such termination of employment
or service and before termination of the Option as
provided in Section 10(a) above, either subject to or
without regard to any installment limitation on
exercise imposed pursuant to Section 10(b) above. If a
Holder terminates employment or service with the
Corporation or a Subsidiary by reason of Normal
Retirement, except as provided in the applicable Award
Agreement, all shares of restricted Stock granted to
such Holder shall fully vest upon such termination of
employment or service. Upon the termination of the
employment or service of a Grantee (other than a
Non-Employee Director) with the Corporation or a
Subsidiary by reason of Normal Retirement, such Grantee
shall have the right, at any time before termination of
the SAR to exercise any SAR held by such Grantee at the
date of such termination of employment or service,
whether or not such SAR was exercisable immediately
before such termination of employment or service;
<I>provided, however, </I>that the Board may provide, by
inclusion of appropriate language in the Award
Agreement, that the Grantee may in the event of the
termination of employment or service of the Grantee
with the Corporation or a Subsidiary by reason of
Normal Retirement, exercise the SAR at any time
subsequent to


<P align="center" style="font-size: 10pt">- 3 -
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="left" style="margin-left:6%; font-size: 10pt">such termination of employment or service
and before termination of the SAR.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;Section&nbsp;12 of the Plan is amended to add the following new provision at
the end thereof as a new paragraph (c):



<P align="left" style="margin-left:6%; font-size: 10pt"><I>(c)&nbsp;Termination Following Change in Control</I>. If an
Optionee&#146;s employment is terminated involuntarily and
other than for cause, as defined below, or voluntarily
for &#147;good reason,&#148; as defined below, within two years
following a &#147;change in control,&#148; as defined below, the
Optionee may (subject to the limitations on exercise
set forth in Section&nbsp;10 above) exercise the Option at
any time after termination of employment and prior to
the termination of the Option, as set forth in Section
10 above, whether or not the Option had become
exercisable at the time of the termination of
employment. If a Holder&#146;s employment is terminated
involuntarily and other than for cause or voluntarily
for &#147;good reason&#148; within two years following a &#147;change
in control&#148;, all restricted Stock granted to such
Holder shall fully vest on the date of termination, and
the shares of Stock represented thereby shall be
deliverable free of restrictions, except as set out in
Section&nbsp;15. If a Grantee&#146;s employment is terminated
involuntarily and other than for cause, as defined
below, or voluntarily for &#147;good reason,&#148; as defined
below, within two years following a &#147;change in
control,&#148; as defined below, the Grantee may exercise
the SAR at any time after termination of employment and
prior to the termination of the SAR whether or not the
SAR had become exercisable at the time of the
termination of employment. For purposes of this
Section&nbsp;12(c): (A)&nbsp;termination for &#147;cause&#148; shall mean
termination because of the Optionee, Holder or
Grantee&#146;s personal dishonesty, incompetence, willful
misconduct, breach of fiduciary duty involving personal
profit, intentional failure to perform stated duties,
willful violation of any law, rule or regulation (other
than traffic violations or similar offenses) or final
cease-and-desist order, or material breach of any
provision of any employment agreement between the
Optionee, Holder or Grantee and the Corporation or any
Subsidiary; (B) &#147;good reason&#148; shall mean a material
reduction in the position, authority, duties, or
responsibilities of the Optionee, Holder or Grantee
from those that existed prior to the change in control
or reduction in the Optionee, Holder or Grantee&#146;s job


<P align="center" style="font-size: 10pt">- 4 -
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="left" style="margin-left:6%; font-size: 10pt">stature as reflected in his title, as well as any other
definition as may be stated in the Option Agreement,
Award Agreement or any employment agreement for such
Optionee, Holder or Grantee; and (C)&nbsp;a &#147;change in
control&#148; shall mean: (I)&nbsp;the acquisition by any individual,
entity or group (within the meaning of Section&nbsp;13(d)(3)
or 14(d)(2) of the Exchange Act) (a &#147;Person&#148;) of
beneficial ownership (within the meaning of Rule&nbsp;13d-3
promulgated under the Exchange Act) of 20% or more of
either (a)&nbsp;the then outstanding shares of Stock (the
&#147;Outstanding Corporation Common Stock&#148;) or (b)&nbsp;the
combined voting power of the then outstanding voting
securities of the Corporation entitled to vote
generally in the election of directors (the
&#147;Outstanding Corporation Voting Securities&#148;); provided,
however, that for purposes of this subsection (I), the
following acquisitions shall not constitute a &#147;change
of control&#148;: (i)&nbsp;any acquisition directly from the
Corporation, (ii)&nbsp;any acquisition by the Corporation,
(iii)&nbsp;any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the
Corporation or any corporation controlled by the
Corporation or (iv)&nbsp;any acquisition by any corporation
pursuant to a transaction which complies with clauses
(a), (b)&nbsp;and (c)&nbsp;of subsection (III)&nbsp;of this Section
12; or (II)&nbsp;individuals who, as of the date hereof,
constitute the Board (the &#147;Incumbent Board&#148;) cease for
any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming
a director subsequent to the date hereof whose
election, or nomination for election by the
Corporation&#146;s shareholders, was approved by a vote of
at least a majority of the directors then comprising
the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of an
actual or threatened election contest with respect to
the election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board; or (III)
consummation of a reorganization, merger or
consolidation or sale or other disposition of all or
substantially all of the assets of the Corporation (a
&#147;Business Combination&#148;), in each case, unless,
following such Business Combination, (a)&nbsp;all or
substantially all of the individuals and entities who
were the beneficial owners, respectively, of the
Outstanding


<P align="center" style="font-size: 10pt">- 5 -
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="left" style="margin-left:6%; font-size: 10pt">Corporation Common Stock and Outstanding
Corporation Voting Securities immediately prior to such
Business Combination beneficially own, directly or
indirectly, more than 50% of, respectively, the then
outstanding shares of common stock and the combined
voting power of the then
outstanding voting securities entitled to vote
generally in the election of directors, as the case may
be, of the corporation resulting from such Business
Combination (including, without limitation, a
corporation which as a result of such transaction owns
the Corporation or all or substantially all of the
Corporation &#145;s assets either directly or through one or
more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to
such Business Combination
Corporation Common Stock and Outstanding Corporation
Voting Securities, as the case may be, (b)&nbsp;no Person
(excluding any corporation resulting from such Business
Combination or any employee benefit plan (or related
trust) of the Corporation or such corporation resulting
from such Business Combination) beneficially owns,
directly or indirectly, 20% or more of, respectively,
the then outstanding shares of common stock of the
corporation resulting from such Business Combination or
the combined voting power of the then outstanding
voting securities of such corporation except to the
extent that such ownership existed prior to the
Business Combination and (c)&nbsp;at least a majority of the
members of the board of directors of the corporation
resulting from such Business Combination were members
of the Incumbent Board at the time of the execution of
the initial agreement, or of the action of the Board,
providing for such Business Combination; or (IV)
approval by the shareholders of the Corporation of a
complete liquidation or dissolution of the Corporation.



<P align="left" style="margin-left:3%; font-size: 10pt">4. Section 17(c) of the Plan is amended in its entirety to read as
follows:



<P align="left" style="margin-left:6%; font-size: 10pt"><I>(c)&nbsp;Reorganization in Which the Corporation Is Not the
Surviving Corporation or Sale of Assets or Stock. </I>Upon
the dissolution or liquidation of the Corporation, or
upon a merger, consolidation or reorganization of the
Corporation with one or more other corporations in
which the Corporation is not the surviving corporation,
or upon a sale of substantially all of the assets of
the Corporation to another corporation, or upon any
transaction (including,


<P align="center" style="font-size: 10pt">- 6 -
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="left" style="margin-left:6%; font-size: 10pt">without limitation, a merger or
reorganization in which the Corporation is the
surviving corporation) approved by the Board which
results in any person or entity owning 80&nbsp;percent or
more of the combined voting power of all classes of
stock of the Corporation, a provision shall be made in
writing in connection with such transaction for the
continuation of the Plan and/or the assumption of the
Options theretofore granted, or for the substitution
for such Options of new options covering the stock of a
successor corporation, or a parent or subsidiary
thereof, with appropriate adjustments as to the number
and kinds of shares and exercise prices, and the Plan
and Options theretofore granted shall continue in the
manner and under the terms so provided.



<P align="left" style="margin-left:3%; font-size: 10pt">5. The Plan shall otherwise be unchanged by this Amendment Number 4.


<P align="center" style="font-size: 10pt">* &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; *&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; *&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Amendment Number 4 to the Plan was duly adopted and approved by the
Board of Directors of the Corporation on June&nbsp;21, 2004.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="50%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="40%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Harriet Munrett Wolfe<BR>
<HR size="1" noshade width="50%" align="left"></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Harriet Munrett Wolfe</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Corporate Secretary</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>




<P align="center" style="font-size: 10pt">- 7 -
</DIV>


</BODY>
</HTML>

</TEXT>
</DOCUMENT>
