Exhibit 10.11

                                  AMENDMENT TO
                          WEBSTER FINANCIAL CORPORATION
                           PERFORMANCE INCENTIVE PLAN
                        AS AMENDED AND RESTATED EFFECTIVE
                                 JANUARY 1, 1996

     WHEREAS,  the  Board  of  Directors  (the  "Board")  of  Webster  Financial
Corporation  ("Webster")  has  adopted  and the  stockholders  of  Webster  have
approved the Webster Financial Corporation Performance Incentive Plan as amended
and restated effective January 1, 1996 (the "Plan");

     WHEREAS, the Board retained the right to amend the Plan in respects that do
not  decrease  benefits  that have  become  payable  and that do not  change the
material  terms of the  Performance  Period  Targets (as defined in the Plan) or
other performance goals under the Plan,  without the approval of stockholders of
Webster;

     WHEREAS,  the  compensation  of the Chief  Executive  Officer of Webster is
subject to the  provisions  of Section  162(m) of the  Internal  Revenue Code of
1986, as amended;

     WHEREAS,  the Board has  determined  that it is  desirable  and in the best
interests of Webster to amend the provisions of the Plan  concerning the vesting
of restricted stock issued to the Chief Executive Officer of Webster pursuant to
the Plan with  respect to the  Performance  Period  ending  December 31, 1996 to
avoid a  possible  loss of  federal  income  tax  deductions  as a result of the
provisions of such Section; and

     WHEREAS,  the Chief Executive Officer of Webster has agreed to the terms of
the amendment.

     NOW,  THEREFORE,  the Plan is amended as  follows,  subject to the  written
consent of the Chief Executive Officer:

     1.   Section  VI.F.2  of the Plan is  amended  in its  entirety  to read as
          follows:

          "The shares will vest after  three  years from the  completion  of the
          Program for which payment in restricted stock was selected;  provided,
          however, that such number of shares shall not become vested at the end
          of  such   three-year   period  to  the  extent  that  the   Company's
          compensation   expense  deduction  for  federal  income  tax  purposes
          attributable  to such vesting would be disallowed  pursuant to Section
          162(m) of the Internal  Revenue Code of 1986,  as amended and, in such
          case,  so  long  as the  Participant's  employment  with  the  Company
          continues,  such number of shares shall vest in each succeeding Fiscal
          Year to the maximum  extent  possible  without  loss of the  Company's
          deduction under such Section until the shares are fully vested. If the
          Participant's employment with the Company terminates before the shares
          become fully vested in accordance  with the provisions of this Section
          for any  reason  other than  death,  total and  permanent  disability,
          normal retirement, early retirement with the consent of the Company or
          involuntary  termination  without Cause,  the Participant will forfeit
          any  right  to  the   restricted   shares   and  any  Award  from  the
          corresponding  Program that have not become vested at the time of such
          termination in accordance with this Section."

     2. The  foregoing  amendment  shall be effective  with respect to shares of
restricted stock that were issued to the Chief Executive Officer Webster for the
initial  Performance  Period of the Plan, which ended December 31, 1996, subject
to the written consent the Chief Executive Officer to such amendment.





     3.   In other respects the Plan shall continue in full force and effect.



                                      * * *



The foregoing  amendment to the Performance  Incentive Plan was duly adopted and
approved by the Board of Directors of Webster Financial  Corporation on the 17th
day of December, 1998.

                                                       /s/ Harriet Munrett Wolfe
                                                       -------------------------
                                                       Secretary



Accepted and agreed to this 17th day of December, 1998:

/s/ James C. Smith                                   
- - -------------------------
James C. Smith
Chief Executive Officer


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