WEBSTER BANK EMPLOYEE INVESTMENT PLAN -------------------------------- FINANCIAL STATEMENTS AND SCHEDULE DECEMBER 30, 2000, 1999 AND DECEMBER 31, 1998 (WITH INDEPENDENT AUDITORS' REPORT THEREON) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ------------------------------------------ [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 30, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED). Commission file number 0-15213 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Webster Bank Employee Investment Plan B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Webster Financial Corporation Webster Plaza Waterbury, CT 06702 Telephone (203) 753-2921 WEBSTER BANK EMPLOYEE INVESTMENT PLAN FOR THE FISCAL YEAR ENDED DECEMBER 30, 2000, 1999 AND DECEMBER 31, 1998 ------------------------------------------------- INDEX Independent Auditors' Report ............................................. 1 Financial Statements: Statements of Net Assets Available for Benefits...................... 2 Statements of Changes in Net Assets Available for Benefits........... 3 Notes to Financial Statements ....................................... 4-12 Supplemental Schedule: Schedule H, Line 4i - Schedule of Assets (Held at end of Year) ...... 13 Signatures ............................................................... 14 Exhibit Index............................................................. 15 Independent Auditors' Consent - Exhibit 23................................ 16 Note: The following schedules, as required by Section 103(c)(5) of the Employee Retirement Income Security Act of 1974, are not applicable: Schedule H, Line 4i - Schedule of Assets (Acquired and Disposed of Within Year) Schedule H, Line 4j - Schedule of Reportable Transactions KPMG LLP One Financial Plaza Hartford, CT 06103-2608 INDEPENDENT AUDITORS' REPORT The Board of Directors Webster Bank: We have audited the accompanying statements of net assets available for benefits of the Webster Bank Employee Investment Plan as of December 30, 2000 and 1999, and the related statements of changes in net assets available for benefits for each of the years in the three-year period ended December 30, 2000 and 1999 and December 31, 1998. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Webster Bank Employee Investment Plan, as of December 30, 2000 and 1999, and the changes in net assets available for benefits for each of the years in the three-year period ended December 30, 2000 and 1999 and December 31, 1998, in conformity with accounting principles generally accepted in the United States of America. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held at end of year is presented for purposes of additional analysis and is not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements, and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ KPMG LLP Hartford, Connecticut June 18, 2001 WEBSTER BANK EMPLOYEE INVESTMENT PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 30, 2000 AND 1999 ------------------------------------------ 2000 1999 ---- ---- ASSETS ------ Investments (Cost basis of $50,310,461 $35,935,921 $45,060,662 in 2000 and $31,567,658 in 1999) (Note 3) Loans to Participants 1,078,658 830,653 Receivables: Participants 9,238 301,162 Employer 308 114,076 Cash 280,135 68,069 ----------- ----------- Total Assets $51,678,800 $37,249,881 =========== =========== NET ASSETS AVAILABLE FOR BENEFITS $51,678,800 $37,249,881 =========== =========== See accompanying notes to financial statements. 2 WEBSTER BANK EMPLOYEE INVESTMENT PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEARS ENDED DECEMBER 30, 2000, 1999 AND DECEMBER 31, 1998 ------------------------------------------------- 2000 1999 1998 ---- ---- ---- ADDITIONS --------- ADDITIONS TO NET ASSETS ATTRIBUTED TO: -------------------------------------- Net Investment Income: Net Appreciation in Fair Value of Investments $ 813,703 $ 1,591,691 $ 679,521 Interest and Dividends 677,505 514,106 451,356 ----------- ----------- ----------- Net Investment Income $ 1,491,208 $ 2,105,797 $ 1,130,877 Contributions: Participants 4,604,841 3,773,131 3,393,855 Employer 1,718,392 1,375,583 1,135,331 Transfers from Other Plans (Note 1) 11,791,339 1,816,169 724,973 ----------- ----------- ----------- Total Additions $19,605,780 $ 9,070,680 $ 6,385,036 ----------- ----------- ----------- DEDUCTIONS ---------- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: ----------------------------------------- Benefits Paid to Participants $ 5,172,626 $ 2,886,905 $ 1,603,794 Miscellaneous Expenses 4,235 25,832 4,788 ----------- ----------- ----------- Total Deductions 5,176,861 2,912,737 1,608,582 Net Increase $14,428,919 $ 6,157,943 $ 4,776,454 ----------- ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS ---------------------------------- Beginning of Year $37,249,881 $31,091,938 $26,315,484 ----------- ----------- ----------- END OF YEAR $51,678,800 $37,249,881 $31,091,938 =========== =========== =========== See accompanying notes to financial statements. 3 WEBSTER BANK EMPLOYEE INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 30, 2000, 1999 AND DECEMBER 31, 1998 ------------------------------------------ 1. DESCRIPTION OF THE PLAN ----------------------- The following brief description of the Webster Bank Employee Investment Plan (the "Plan") is provided for general information purposes only. Participants should refer to the full Plan document for a more complete description of the Plan's provisions. (a) General ------- The Plan is a qualified profit-sharing plan under Section 401(a) of the Internal Revenue Code of 1986. The Plan is also subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA") as amended. The Plan was initially adopted by the Board of Directors of Webster Bank's predecessor, First Federal Bank, effective as of October 1, 1984. Subsequent to this date, the Plan has been amended on various dates for reasons that include: certain legislative and regulatory changes, employer name change, plan merger, plan name change and various acquisitions. The Plan covers all eligible employees who are employed by Webster Financial Corporation ("Webster" or the "Company") and certain of its' subsidiaries. Webster D&P Holdings, Inc. ("Duff & Phelps"), a wholly-owned subsidiary of Webster, owns a 65% interest in Duff & Phelps, LLC, which maintains a separate 401(k) plan and does not participate in the Plan. To be eligible to participate in the Plan, an employee must have attained age 21 and have completed one year of service (at least 1,000 hours of service). An eligible employee may join the Plan on the first day of any calendar quarter. Participants in the Plan may change their contribution amounts up to four times per year on specific dates and cease contribution at any time during the Plan year. All investments are participant directed. Participation in the Plan is completely voluntary. Effective December 30, 1999, the Plan was amended for a change in the Plan Year. The amended "Plan Year" for the 2000 period means the plan year commenced on December 31, 1999 and ended on December 30, 2000. The amended "Plan Year" for the 1999 period, was the short plan year commenced on January 1, 1999 and ended on December 30, 1999. Prior to the amendment, the Plan Year was the full calendar year. Webster, through its subsidiaries, Webster Bank (the "Bank"), Damman Associates, Inc. ("Damman") and Duff & Phelps, delivers financial services to individuals, families and businesses primarily in Connecticut and financial advisory services to public and private companies throughout the United States. Webster provides business and consumer banking, mortgage lending, trust and investment services and insurance services through 114 banking offices and other offices, over 200 ATM's and the internet (www.websterbank.com). Webster's online mortgage subsidiary Nowlending, LLC, at www.nowlending.com originates residential mortgages throughout the United States. Webster Bank was founded in 1935 and converted from a federal mutual to a federal stock institution in 1986. On February 1, 2000, Webster acquired, through its subsidiary Damman, the Levine Companies ("Levine"). The Plan was amended effective April 13, 2000 to state that all services with Levine prior to the acquisition date constituted services rendered for the purpose of meeting eligibility requirements for participation under the Plan. On April 7, 2000, Webster acquired certain branches from The Chase Manhattan Bank ("Chase"). Chase maintained The 401(k) Savings Plan of the Chase Manhattan Bank (the "Chase 401(k) Plan") for the benefit of the employees of Chase and certain of its affiliates. Effective as of the date of the acquisition, the employees 4 WEBSTER BANK EMPLOYEE INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS - (CONTINUED) DECEMBER 30, 2000, 1999 AND DECEMBER 31, 1998 ------------------------------------------ became eligible to participate in the Plan. All service by the transferred employees of Chase prior to the acquisition date constituted service rendered for the purpose of meeting eligibility requirements for participation under the Plan. Subsequently, effective as of April 18, 2000 all assets and liabilities of the Chase 401(k) Plan related to the transferred Chase employees totaling $343,552 were transferred to, and assumed by, the Plan. On June 23, 2000, Webster acquired MECH Financial, Inc. ("Mechanics"). The Plan was amended effective June 23, 2000 to state that all services with Mechanics prior to the acquisition date constituted services rendered for the purpose of meeting eligibility requirements for participation under the Plan. Effective December 1, 2000, all assets and liabilities of the former Mechanics 401(k) Plan totaling $6,697,536 were transferred to, and assumed by, the Plan. On August 18, 2000, Webster acquired certain branches from FleetBoston Financial Corporation ("FleetBoston") that were divested as the result of the Fleet-BankBoston merger. On the acquisition date, the employment of certain employees was transferred from FleetBoston or members of their controlled group to Webster Bank. Effective as of the date of acquisition the employees became eligible to participate in the Plan. The Plan was amended to state that all services with FleetBoston prior to the acquisition date constituted services rendered for the purpose of meeting eligibility requirements for participation under the Plan. During December 2000, net assets for the transferred employees totaling $401,625 were transferred to, and assumed by, the Plan for the transferred FleetBoston employees. On December 1, 1999, Webster acquired New England Community Bancorp, Inc. ("NECB") and its subsidiaries. Prior to the NECB acquisition date, NECB maintained the New England Community Bancorp 401(k) Plan (the "NECB 401(k) Plan") for the benefit of the employees of NECB and certain of its affiliates. Effective as of the acquisition date, no additional contributions were made to the NECB 401(k) Plan. All service with NECB or a member of its controlled group prior to the acquisition date constituted services rendered for the purpose of meeting eligibility requirements for participation under the Plan. Subsequently, effective as of March 1, 2000 (the "Plan Merger Date"), the NECB 401(k) Plan was merged with and into the Plan, and all of the assets and liabilities of the NECB 401(k) Plan totaling $4,348,626 were transferred to and assumed by the Plan. On May 19, 1999, Webster acquired Village Bancorp, Inc. ("Village"), the holding company for The Village Bank and Trust Company. The Plan was amended effective May 19, 1999 to state that all services with Village prior to the acquisition date constituted services rendered for the purpose of meeting eligibility requirements for participation under the Plan. Village terminated their 401(k) Plan prior to the date of acquisition. On April 21, 1999, Webster acquired Maritime Bank and Trust Company ("Maritime"). The Plan was amended effective April 21, 1999 to state that all services with Maritime prior to the acquisition date constituted services rendered for the purpose of meeting eligibility requirements for participation under the Plan. Maritime terminated their 401(k) Plan prior to the date of acquisition. 5 WEBSTER BANK EMPLOYEE INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS - (CONTINUED) DECEMBER 30, 2000, 1999 AND DECEMBER 31, 1998 ------------------------------------------ The Plan was amended effective January 1, 1999 to add a provision for the employees of Webster Investment Services, Inc. ("WIS"). Further, effective January 1, 1999, WIS became a participating company in the Plan. Effective on and after January 1, 1999, WIS became the employer of certain individuals who were previously employed by Independent Financial Marketing Group, Inc. All services which an employee of WIS performed for Independent Financial Marketing Group, Inc. prior to their date of hire by WIS constituted services rendered for the purpose of meeting the eligibility requirements for participation under the Plan. (b) Contributions ------------- Employees who are members of the Plan, may make contributions of 1% through 10% of their pay on a before-tax basis. Total salary deferrals are limited to $10,500 for 2000 and $10,000 for 1999 and 1998 Plan years. The Employer contributes a matching contribution to the Plan equal to 50% of the first 6% of a participant's salary deferral contribution. The Bank may also make a discretionary contribution to the Plan on behalf of employee participants. The investment alternatives available under the Plan for the 2000 plan year are summarized below: American New Perspective Fund: This fund invests primarily in the common stocks of companies based around the world. American Fundamental Investors This fund invests primarily in diversified Fund: common stocks. American Bond Fund of America: This fund invests in diversified bond fixed income securities. Fidelity Advisor Growth This fund invests in common stocks of Opportunities Fund: ** smaller to medium-sized companies. The fund may also invest in debt securities and cyclicals. Paine Webber Stable Value: This fund invests in units of the Guaranteed Investment Contract (GIC) portfolio under the PaineWebber Trust Company pooled trust. Webster Financial Corporation This fund invests 100% in the common stock Common Stock: * of Webster. Evergreen Small Cap Equity This fund invests primarily in small Income Fund: ** growth companies that have higher than average yields. The companies generally have a total market capitalization less than $500 million. 6 WEBSTER BANK EMPLOYEE INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS - (CONTINUED) DECEMBER 30, 2000, 1999 AND DECEMBER 31, 1998 ------------------------------------------ Evergreen Growth & Income Fund: ** This fund invests primarily in investment alternatives which seek to provide capital growth and income and diversification. Pioneer Growth Shares: ** This fund invests primarily in common stocks and other equity securities of U.S. Companies that have above average potential for earnings and revenue growth. Dreyfus Premier Balanced Fund: ** This fund invests in a diversified mix of stocks and investment grade bonds of both U.S. and foreign issuers. Mass Investors Growth Stock Fund: This fund invests primarily in the common stocks of U.S. and foreign companies. Munder Index 500 Fund: ** This fund invests primarily in stocks in the S&P 500. * Indicates party-in-interest to the Plan. ** See subsequent events -------------------------------------------------------------------------------- (c) Vesting ------- All amounts contributed to the 401(k) Plan by the participant and employer, are fully vested and non-forfeitable at all times. The participant's vested balance is affected by any investment gains or losses that their account incurs. (d) Payment of Benefits ------------------- Under the Plan, a participant's "normal retirement date" is the date age 65 is attained. Payment of a participant's account balance begins not later than 60 days following the end of the Plan year during which retirement occurs. Payment options available under the Plan are: Single Lump Sum; Lump Sum/Installment; Installment; Joint and Survivor Annuity; Life Annuity and Life Annuity with Term Certain Guaranteed. If a participant's employment with the Bank terminates before normal retirement date, the participant is always 100% vested for their account balance. In the event of termination, if the participant's account balance does not, and has never exceeded $5,000, payment will be an automatic lump sum. If the account balance exceeds or has ever exceeded $5,000, then the participant may elect to defer payment not later than when age 65 is reached. In the event of death, while a participant is actively employed, the account balance will be paid to the designated beneficiary or beneficiaries. In the event of total and permanent disability, a participant will receive payment of their account balance as if retirement had occurred. 7 WEBSTER BANK EMPLOYEE INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS - (CONTINUED) DECEMBER 30, 2000, 1999 AND DECEMBER 31, 1998 ------------------------------------------ (e) Loans ----- Employees have the ability to borrow up to 50% of their account balances, not to exceed $50,000. Interest is paid by the Plan participants to their account at prevailing interest rates through payroll deductions. Loans must generally be repaid within five years or, if earlier, by normal retirement date of the borrower. (f) Rollovers --------- Under the Plan, transfers from other tax-qualified retirement plans are permitted even if the employee is not currently participating in the Plan. Rollovers must be deposited to the Plan trust fund within 60 days of receipt. All rollovers will be invested and distributed in accordance with the rules of the Plan. (g) Hardship Withdrawals -------------------- Hardship withdrawals are permitted under the Plan for specific reasons when the participant has met conditions required by the Plan. (h) Domestic Relations Orders ------------------------ The Plan Administrator may be required by law to recognize obligations the participant incurs as a result of court-ordered support or alimony payments. The Plan Administrator must honor a qualified domestic relations order ("QDRO"). If a QDRO is received by the Plan Administrator, all or a portion of the Plan participant's account balance may be used to satisfy the obligation. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ------------------------------------------ The following are the significant accounting policies followed by the Plan: (a) Basis of Accounting ------------------- The accompanying financial statements of the Plan are prepared in accordance with the accrual basis of accounting. (b) Purchases and Sales Transactions -------------------------------- Transactions are recorded on a trade-date basis. (c) Valuation of Assets ------------------- Investments are stated at current market values. Quoted market values are used to value investments. Loans to participants are stated at amortized cost, which approximates their market values. 8 WEBSTER BANK EMPLOYEE INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS - (CONTINUED) DECEMBER 30, 2000, 1999 AND DECEMBER 31, 1998 ------------------------------------------ (d) New Accounting Pronouncements ----------------------------- In June 1998, the Financial Accounting Standards Board issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS No. 133"). SFAS No 133 requires that an entity recognize all derivatives and measure those instruments at fair value. SFAS No. 133 is effective for fiscal year beginning after June 15, 2000. Pursuant to SFAS No 137, the Plan is required to adopt SFAS No. 133 effective January 1, 2001. (Management has determined that SFAS No. 133 will not have an impact on the Plan financial statements). (e) Use of Estimates ---------------- The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. (f) Administrative Expenses ----------------------- Administrative fees of the Plan are in part paid by the Bank. Administrative fees for 2000 totaled $152,392 of which $148,157 was directly paid by the Bank and $4,235 were paid by the Plan. The $4,235 amount paid by the Plan represents loan administration costs charged directly to the Plan's investment funds. Administrative fees paid for the 1999 Plan Year were $123,525, of which $97,693 was paid by the Bank and $25,832 was paid by the Plan. Administrative fees paid for the 1998 Plan Year were $84,611, of which $79,823 was paid by the Bank and $4,788 was paid by the Plan. 3. INVESTMENTS ----------- The Plan's assets are invested in various mutual funds and Webster common stock through Paine Webber, the Plan's investment advisor and USI Consulting Group, the Plan's record keeper. The Plan is sponsored and administered by the Bank. Plan participants have the ability to direct their account balances to several selected mutual funds or Webster common stock. In September 1999, the American Institute of Certified Public Accountants issued Statement of Position 99-3, "Accounting for and Reporting of Certain Defined Contribution Plan Investments and Other Disclosure Matters (SOP 99-3)." SOP 99-3 simplified the disclosure for certain investments and is effective for plan years ending after December 15, 1999. The Plan adopted SOP 99-3 during the Plan year ended December 30, 1999. Accordingly, information previously required to be disclosed about participant-directed fund investment programs is not presented in the Plan's 2000 and 1999 financial statements. 9 WEBSTER BANK EMPLOYEE INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS - (CONTINUED) DECEMBER 30, 2000, 1999 AND DECEMBER 31, 1998 ------------------------------------------ The fair value of fund investments that exceed 5% or more of the Plan's net assets available for benefits at December 30, 2000 and 1999 is as follows: 2000 1999 -------- ------ American New Perspective Fund $ 4,487,849 $ 3,813,116 American Fundamental Investors Fund 8,344,718 8,006,753 American Bond Fund of America 3,273,633 3,026,891 Fidelity Advisor Growth Opportunities Fund 5,252,704 5,504,480 Webster Financial Corporation Common Stock* 15,991,753 7,998,084 Paine Webber Stable Value Fund 4,700,653 3,672,997 Evergreen Growth & Income Fund 4,183,846 3,325,726 * Indicates party-in-interest to the Plan. -------------------------------------------------------------------------------- During 2000 and 1999, the Plan's net investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $813,703 and $1,591,691, respectively, as follows: 2000 1999 -------- ------ Mutual Funds $ (1,342,608) $ 2,872,292 Webster Stock* 2,156,311 (1,280,601) ------------ ------------- $ 813,703 $ 1,591,691 ============ ============ * Indicates party-in-interest to the Plan. 10 WEBSTER BANK EMPLOYEE INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS - (CONTINUED) DECEMBER 30, 2000, 1999 AND DECEMBER 31, 1998 ------------------------------------------ 4. PLAN TERMINATION ---------------- Although the Bank has not expressed any intent to terminate the Plan Agreement, it has the right to do so at any time. The rights of all employees to benefits accrued under the Plan as of the date of such termination, partial termination or discontinuation of contribution are fully vested and will be nonforfeitable. After providing for the expenses of the Plan, the remaining assets of the Plan will be allocated by the Human Resources Committee appointed by the Board of Directors. 5. TAX STATUS ---------- The Internal Revenue Service has determined and informed the Bank by a letter dated June 5, 1997, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code ("IRC"). Accordingly, no provision for income taxes has been made in the accompanying financial statements. It is the opinion of the Plan administrator, that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. 6. AMENDMENTS ---------- The Plan was amended during 2000 as follows: (1) Effective April 7, 2000, the Plan was amended to add provisions for the transferred employees of The Chase Manhattan Bank branch acquisition. Refer to Note 1 (a) of this document for further information. (2) Effective April 13, 2000, the Plan was amended to add provisions for the employees of the Levine Companies ("Levine"). Refer to Note 1(a) of this document for further information. (3) Effective June 23, 2000, the Plan was amended to add provisions for the employees of MECH Financial, Inc. ("Mechanics"). Refer to Note 1(a) of this document for further information. (4) Effective August 18, 2000, the Plan was amended to add provisions for the transferred employees of the FleetBoston Financial Corporation branch acquisition. Refer to Note 1(a) of this document for further information. The above information is meant to provide only a brief description of amendments to the Plan during the 2000 plan year. The Webster Bank Employee Investment Plan document should be referenced. 11 WEBSTER BANK EMPLOYEE INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS - (CONTINUED) DECEMBER 30, 2000, 1999 AND DECEMBER 31, 1998 ------------------------------------------ 7. SUBSEQUENT EVENTS ----------------- (1) Effective January 1, 2001, Evergreen Small Cap Value, Evergreen Growth & Income Fund, Pioneer Growth Shares, Fidelity Advisors Growth Opportunity, Munder Index 500 and Dreyfus Premier Balanced Fund investment options were eliminated and replaced by Dreyfus Founders Discovery, Seligman Capital, MFS Mass Investors Growth, Growth Fund of America and AIM Balanced Fund, respectively. The change in investment options was made on the advice of the Plan's financial advisor, PaineWebber. (2) Effective January 1, 2001, the Record Keeper for the Plan was changed to PFPC from USI Consulting Group. (3) On January 5, 2001, Webster acquired through Damman, Musante Reihl Associates, Inc. ("Musante"). Effective as of January 1, 2001, the Plan was amended to provide provisions for the employees of Musante. All service rendered by employees of Musante prior to the acquisition date constitutes service rendered for the purpose of meeting eligibility requirements for participation under the Plan. Musante became members of the Plan's controlled group effective April 1, 2001. (4) On March 14, 2001, Webster acquired Center Capital Corporation ("Center Capital"). Effective as of April 1, 2001, the Plan was amended to provide provisions for the employees of Center Capital. All service rendered by employees of Center Capital prior to the acquisition date constitutes service rendered for the purpose of meeting eligibility requirements for participation under the Plan. Center Capital became members of the Plan's controlled group effective on March 14, 2001. (5) On April 5, 2001, Webster acquired through Damman, Wolf Zackin & Associates, Inc. ("Wolf Zackin"), and its sister company Benefit Plans Design & Administration, Inc. ("Benefit Plans"). Effective June 25, 2001, the Plan was amended to provide provisions for the employees of Wolf Zackin and Benefit Plans. All service rendered by employees of Wolf Zackin and Benefit Plans prior to the acquisition date constitutes service rendered for the purpose of meeting eligibility requirements for participation under the Plan. Wolf Zackin and Benefit Plans will become members of the Plan's controlled group effective July 1, 2001. (6) In April 2001, William J. Healy was appointed Executive Vice President and Chief Financial Officer of Webster Financial Corporation as a permanent replacement for John V. Brennan who died in May 2000. William J. Healy also replaced John V. Brennan as an Administrator to the Plan. 12 WEBSTER BANK EMPLOYEE INVESTMENT PLAN SCHEDULE OF ASSETS (HELD AT END OF YEAR) SCHEDULE H - LINE 4I DECEMBER 30, 2000 ------------------------------------------ Number of Current Identity of Issue Shares Held Value ----------------- ----------- ------- American New Perspective 186,604.935 shares; net asset $ 4,487,849 Fund value per share $24.05 American Fundamental 267,802.254 shares; net asset 8,344,718 Investors Fund value per share $31.16 American Bond Fund 255,952.537 shares; net asset 3,273,633 of America value per share $12.79 Fidelity Advisor Growth 153,812.706 shares; net asset 5,252,704 Opportunities Fund value per share $34.15 Webster Financial Corporation 564,805.000 shares; net asset 15,991,753 Common Stock* value per share $28.31 Paine Webber Stable Value 338,541.782 shares; net asset 4,700,653 Fund value per share $13.885 Evergreen Small Cap Equity 57,241.835 shares; net asset 1,005,739 Income Fund value per share $17.57 Evergreen Growth & Income Fund 157,287.440 shares; net asset 4,183,846 value per share $26.60 Pioneer Growth Shares 10,279.589 shares; net asset 176,912 value per share $17.21 Dreyfus Premier Balanced Fund 35,477.518 shares; net asset 517,617 value per share $14.59 Mass Investors Growth Stock Fund 77,120.504 shares; net asset 1,321,845 value per share $17.14 Munder Index 500 Fund 38,172.976 shares; net asset 1,053,192 value per share $27.59 ----------- Total Investments $ 50,310,461 =========== Loans to Participants* $ 1,078,658 =========== * Indicates party-in-interest to the Plan. 13 SIGNATURES ------------------------------------------ Pursuant to the requirements of the Securities Exchange Act of 1934, the administrative committee of the Plan has duly caused this annual report to be signed by the undersigned thereunto duly authorized. WEBSTER BANK EMPLOYEE INVESTMENT PLAN ---------------------------------------- Date: June 27, 2001 By: /s/ R. David Rosato ---------------------------- ----------------------------------- R. David Rosato Member of the Retirement Plan Committee Date: June 27, 2001 By /s/ Renee P. Seefried ---------------------------- ----------------------------------- Renee P. Seefried Member of the Retirement Plan Committee 14 EXHIBIT INDEX ------------------------------------------ Exhibit Number Description ------- -------------------------------------------- 23 Consent of KPMG LLP 15