Exhibit 10.28 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment to Employment Agreement by and among the employee named below (James C. Smith), Webster Financial Corporation (the "Corporation"), a Delaware corporation, and Webster Bank (the "Bank"), is...

                                                                   Exhibit 10.28


                        AMENDMENT TO EMPLOYMENT AGREEMENT

     This  Amendment to  Employment  Agreement  by and among the employee  named
below (Xxxxx X. Xxxxx),  Xxxxxxx Financial  Corporation (the  "Corporation"),  a
Delaware corporation, and Xxxxxxx Bank (the "Bank"), is entered into as of March
17, 1998.

     WHEREAS,  the parties have entered into an Employment Agreement dated as of
January 1, 1998 (the "Employment Agreement"); and

     WHEREAS,  the  Corporation  and the Employee  have entered into a Change of
Control  Employment  Agreement  dated as of December  15,  1997 (the  "Change of
Control Employment Agreement"); and

     WHEREAS,  the parties desire to amend the  Employment  Agreement to provide
that the  Employment  Agreement will terminate upon the Effective Date under the
Change of Control Employment Agreement;

     NOW,  THEREFORE,  the parties  hereby agree that the  Employment  Agreement
shall be amended as follows:

     1. Section 5 of the Employment Agreement is amended by adding the following
new sentence at the end thereof:

          "This Agreement shall terminate on the "Effective Date" (as defined in
          the Change of Control  Employment  Agreement  referred to  immediately
          below) of that certain Change of Control Employment  Agreement,  dated
          as of December 15, 1997,  by and between the Company and the Employee,
          and this  Agreement  shall be of no further force or effect after such
          Effective Date."

     2. In all other  respects,  the Employment  Agreement  shall remain in full
force and effect.

     IN WITNESS WHEREOF,  the parties have executed this Amendment to Employment
Agreement effective as of the date first above written.

                                                   XXXXXXX FINANCIAL CORPORATION

ATTEST: /s/ Xxxx X. Xxxxxxxx                       By: /s/ Xxxxxxx X. Xxxxx
       -----------------------------                  --------------------------
         (Assistant Secretary)                        Its: Secretary
                                                      --------------------------

                                                   XXXXXXX BANK

ATTEST: /s/ Xxxx X. Xxxxxxxx                       By: /s/ Xxxxxxx X. Xxxxx
       -----------------------------                  --------------------------
         (Assistant Secretary)                        Its: Secretary
                                                      --------------------------

                                                   EMPLOYEE

                                                   /s/ Xxxxx X. Xxxxx
                                                   -----------------------
                                                   Name: Xxxxx X. Xxxxx
                                                   -----------------------







                         SCHEDULE 10.28 TO EXHIBIT 10.28

     Set  forth  below  are the  names  of the  executive  officers  of  Xxxxxxx
Financial  Corporation  and Xxxxxxx  Bank who have an  Amendment  To  Employment
Agreement  that is  substantially  identical  in all  material  respects  to the
Amendment To Employment  Agreement of Xx. Xxxxx:

Xxxx X. Xxxxxxx

Xxxxxxx X. Xxxxxxxx

Xxxxx X. Xxxxxxxx

Xxxx X. Xxxxxxxxxx