Exhibit 10.28
                                                                   -------------


                                  AMENDMENT TO
                              CONSULTING AGREEMENT


         AGREEMENT,  dated as of  January  1,  1997,  among  WEBSTER  BANK  (the
"Bank"),  WEBSTER  FINANCIAL  CORPORATION  (the  "Company")  and HAROLD W. SMITH
("Smith").

         WHEREAS, the respective Boards of Directors of the Company and the Bank
have approved and authorized the entry into this Agreement with Smith;

         WHEREAS, Smith is currently serving as a consultant to both the Company
and the Bank  under a  Consulting  Agreement  dated as of  January  1, 1994 (the
"Consulting Agreement");

         WHEREAS, the parties desire to amend the Consulting Agreement to extend
the term of the Advisory Period (as defined therein) until December 31, 1997.

         NOW, THEREFORE, it is AGREED as follows:

                  1.  Section  1(a) of the  Consulting  Agreement  is amended by
         substituting "December 31, 1997" for "December 31, 1996".

                  2. In all  other  respects,  the  Consulting  Agreement  shall
         continue in full force and effect.


         IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
Agreement,  or caused this Agreement to be duly executed on their behalf,  as of
the day and year first above written.


Attest:                                    WEBSTER FINANCIAL CORPORATION


/s/ Lee A. Gagnon                          By: /s/James C. Smith
- ------------------------------                 ---------------------------------
(Secretary)                                    Its:
                                                   -----------------------------
                                                    Chief Executive Officer

Attest:                                    WEBSTER BANK

/s/ Lee A. Gagnon                          By: /s/ James C. Smith
- ------------------------------                 ---------------------------------
(Secretary)                                    Its:
                                                   -----------------------------
                                                   Chief Executive Officer


                                           -------------------------------------
                                           Harold W. Smith