Exhibit 10.17
AMENDMENT NO. 3 TO THE
SUPPLEMENTAL RETIREMENT PLAN FOR EMPLOYEES
OF WEBSTER BANK
The Supplemental Retirement Plan for Employees of Webster Bank, as
amended and restated effective as of October 1, 1994 (the "Plan"), is hereby
amended as follows:
(1) Effective as of January 1, 1996, Section 2 through Section 13,
inclusive, of Article I are renumbered as Section 3 through Section 14,
inclusive, all cross references thereto are appropriately amended, and a new
Section 2 of Article I is added to the Plan to read as follows:
Section 2. "Change in Control" means the occurrence of any of the
following events:
(a) Any person becomes the beneficial owner of twenty five
percent (25%) or more of the total number of voting shares of Webster
Financial Corporation;
(b) Any person becomes the beneficial owner of ten percent (10%)
or more, but less than twenty-five percent (25%), of the total number
of voting shares of Webster Financial Corporation, unless the Director
of the Office of Thrift Supervision (the "OTS Director") has approved
a rebuttal agreement filed by such person or such person has filed a
certification with the OTS Director;
(c) Any person (other than the persons named as proxies solicited
on behalf of the board of directors of Webster Financial Corporation)
holds revocable or irrevocable proxies, as to the election or removal
of two or more directors of Webster Financial Corporation, for
twenty-five percent (25%) or more of the total number of voting shares
of Webster Financial Corporation;
(d) Any person has received the approval of the OTS Director
under Section 10 of the Home Owners' Loan Act, as amended (the
"Holding Company Act"), or regulations issued thereunder, to acquire
control of Webster Financial Corporation;
(e) Any person has received approval of the OTS Director under
Section 7(j) of the Federal Deposit Insurance Act, as amended (the
"Control Act"), or regulations issued thereunder, to acquire control
of Webster Financial Corporation;
(f) Any person has commenced a tender or exchange offer, or
entered into an agreement or received an option, to acquire beneficial
ownership of twenty-five percent (25%) or more of the total number of
voting shares of Webster Financial Corporation, whether or not the
requisite approval for such acquisition has been received under the
Holding Company Act, the Control Act, or the respective regulations
issued thereunder;
(g) As a result of, or in connection with, any cash tender offer
or exchange offer, merger, or other business combination, sale of
assets or contested election, or any combination of the foregoing
transactions, the persons who were directors of Webster Financial
Corporation before such transaction shall cease to constitute at least
two-thirds of the board of directors of Webster Financial Corporation
or any successor corporation; or
(h) Webster Financial Corporation's beneficial ownership of the
total number of voting shares of Webster Bank is reduced to less than
fifty percent (50%).
Notwithstanding the foregoing, a Change in Control will not be deemed to have
occurred under Section 2(b), Section 2(c), Section 2(d), Section 2(e) or Section
2(f) of Article I if, within thirty (30)
1
days of such action, the board of directors of Webster Financial Corporation (by
a two-thirds affirmative vote of the directors in office before such action
occurred) makes a determination that such action does not and is not likely to
constitute a Change in Control of Webster Financial Corporation. For purposes of
this Section 2 of Article I, a "person" includes an individual, corporation,
partnership, trust, association, joint venture, pool, syndicate, unincorporated
organization, joint-stock company or similar organization or group acting in
concert. A person for these purposes shall be deemed to be a beneficial owner as
that term is used in Rule 13d-3 under the Securities Exchange Act of 1934.
(2) Effective as of January 1, 1996, Section 10 of Article IV of the
Plan is amended to read as follows:
Section 10. It is the intention of the Corporation, the eligible
Employees and their survivors, and each other party to the Supplemental Plan
that the arrangements hereunder be unfunded for tax purposes and for purposes of
Title I of the Employee Retirement Income Security Act of 1974, as amended. The
rights of eligible Employees and their survivors shall be solely those of a
general unsecured creditor of the Corporation. The Supplemental Plan constitutes
a mere promise by the Corporation to make benefit payments in the future.
Prior to the occurrence of a Change in Control, the Corporation shall
not have any obligation to fund the benefits payable under the Supplemental
Plan. If the Corporation determines, prior to a Change in Control, that deferred
compensation under the Supplemental Plan should be funded, it may utilize,
singly or in combination, any method of funding it may deem appropriate,
including, but not limited to, terminal funding, a group or individual trust,
annuity contracts or life insurance contracts.
Upon the occurrence of a Change in Control, the Corporation shall
(unless the Corporation's liabilities under the Supplemental Plan have been
fully discharged) adopt and fully fund a trust, the terms of which shall conform
with the language of the model trust agreement set forth in Revenue Procedure
92-64 issued by the Internal Revenue Service (or any successor thereto) relating
to trusts established in connection with unfunded deferred compensation
arrangements (or, if such trusts are no longer available for use in connection
with unfunded deferred compensation arrangements, any other instrument which is
designed to provide a similar level of security and to have the same tax results
as such trust).
(3) All section numbers and cross references thereto are appropriately
amended to effectuate the intention of the foregoing amendments.
Dated at Waterbury, Connecticut this 19th day of December, 1995.
ATTEST: WEBSTER BANK
/s/ Lee A. Gagnon By /s/ James C. Smith
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Its Secretary Its President