EXHIBIT 5
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                            IRS DETERMINATION LETTER

INTERNAL REVENUE SERVICE                  DEPARTMENT OF THE TREASURY
P.O. BOX 2508
CINCINNATI, OH 45201
                                          Employer Identification Number:
Date: September 13, 2002                             06-0273620
                                          DLN
WEBSTER BANK                                         17007008090032
C/O JOHN V GALIETTE                       Person to Contact:
REID AND RIEGE PC                                    SONJA HALL        ID# 52171
ONE STATE ST                              Contact Telephone Number:
HARTFORD, CT 06103-0000                              (877) 829-5500
                                          Plan Name:
                                          WEBSTER BANK INVESTMENT PLAN

                                          Plan Number: 003

Dear Applicant:

          We have made a favorable determination on the plan identified above
based on the information you have supplied. Please keep this letter, the
application forms submitted to request this letter and all correspondence with
the Internal Revenue Service regarding your application for a determination
letter in your permanent records. You must retain this information to preserve
your reliance on this letter.

          Continued qualification of the plan under its present form will depend
on its effect in operation. See section 1.401--1(b)(3) of the Income Tax
Regulations. We will review the status of the plan in operation periodically.

          The enclosed Publication 794 explains the significance and the scope
of this favorable determination letter based on the determination requests
selected on your application forms. Publication 794 describes the information
that must be retained to have reliance on this favorable determination letter.
The publication also provide examples of the effect of a plan's operation on its
qualified status and discusses the reporting requirements for qualified plans.
Please read Publication 794.

          This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal or
local statutes.

          This determination letter is applicable for the amendment(s) executed
on October 22, 2001.

          This determination letter is also applicable for the amendment(s)
dated on December 17, 2001.

          This letter considers the changes in qualification requirements made
by the Uruguay Round Agreements Act, Pub. L. 103-465, the Small Business Job
Protection Act of 1996, Pub. L. 104-188, the Uniformed Services Employment and
Reemployment Rights Act of 1994, Pub. L. 103-353, the Taxpayer Relief Act of
1997, Pub. L. 105-34, the Internal Revenue Service Restructuring and Reform Act
of 1998, Pub. L. 105-206, and the Community Renewal Tax Relief Act of 2000.
<page>


WEBSTER BANK

Pub. L. 106-554.

          This letter may not be relied on with respect to whether the plan
satisfies the requirements of section 401(a) of the Code, as amended by the
Economic Growth and Tax Relief Reconciliation Act of 2001, Pub L. 107-16.

          The requirement for employee benefits plans to file summary plan
descriptions (SPD) with the U.S. Department of Labor was eliminated effective
August 5, 1997. For more details, call 1--800-998-7542 for a free copy of the
SPD card.

          We have sent a copy of this letter to your representative as indicated
in the power of attorney.

          If you have questions concerning this matter, please contact the
person whose name and telephone number are shown above.

                                             Sincerely yours,


                                             /S/ Paul T. Shultz
                                             -----------------------------------
                                             Paul T. Shultz
                                             Director,
                                             Employee Plans Rulings & Agreements

Enclosures:
Publication 794


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