Exhibit 10.16

                             AMENDMENT NO. 2 TO THE
                   SUPPLEMENTAL RETIREMENT PLAN FOR EMPLOYEES
                             OF FIRST FEDERAL BANK


The Supplemental Retirement Plan for Employees of First Federal Bank, as amended
and  restated  effective as of October 1, 1994,  and as amended  effective as of
January 1, 1995, is hereby amended as follows:

Following  the merger of First  Federal Bank into Webster  Bank,  references  to
"First Federal Bank" and the  "Corporation"  shall be deemed to be references to
Webster Bank.