Exhibit 10.1

             1990 STOCK OPTION PLAN FOR THE COMPANY'S PRESIDENT AND
                      CHIEF EXECUTIVE OFFICER, AS AMENDED


BACKGROUND:


     At the Annual Shareholders'  Meeting on April 11, 1990, the shareholders of
First  Litchfield  Financial   Corporation  approved  granting  options  to  the
Company's new  president,  Jerome J. Whalen ("Mr.  Whalen"),  to purchase  Three
Thousand  (3,000)  shares  of the  Company's  $.01  par  value  common  stock at
fifty-five  ($55.00)  Dollars per share (the "Whalen  Options").  This  exercise
price  reflected  the fair market value of such shares on the  proposed  date of
grant,  March 1, 1990,  the date Mr.  Whalen  joined the  Company.  These Whalen
Options were to become  exercisable in five tranches of six hundred (600) shares
each,  representing  twenty  (20%)  percent per year,  over the five year period
March 1, 1990 through  March 1, 1994.  All Whalen  Options were to expire in ten
(10) years on March 1, 2000. In addition, upon Mr. Whalen's death or disability,
the Whalen  Options would expire on the earlier of six (6) months  following his
death or  disability or the date on which such Whalen  Options  would  otherwise
have expired; and upon Mr. Whalen's resignation or discharge, the Whalen Options
would  expire on the  earlier  of one (1) month  following  his  resignation  or
discharge or the date on which such Whalen Options would otherwise have expired.
The 1990 grant did not, however, provide for adjustments in the number of shares
subject to Whalen Options or a corresponding  adjustment in the number of shares
subject to Whalen Options or a corresponding adjustment in the exercise price of
such Whalen  Options upon the  occurrence  of changes in the  Company's  capital
structure.  In December of 1990 and in  December  of each year  thereafter,  the
Company  changed its capital  structure by  declaring a five (5%) percent  stock
dividend on or about December 31st of each year.

     In 1994, the Company's Board of Directors and  shareholders  voted to amend
the Whalen Options to provide for both prospective and retroactive adjustment in
the number of shares  subject to such Whalen  Options  resulting from changes in
the Company's capital structure.

<PAGE>

     The amendment permits Mr. Whalen to acquire the  proportionate  interest in
the Company reflected by the grant of Whalen Options in 1990, which interest had
been eroded by the  occurrence  of certain  subsequent  changes in the Company's
capital   structure.   This  amendment   permits  Mr.  Whalen  to  maintain  the
proportionate  interest  reflected by the original grant during the remainder of
the term of these Whalen Options upon the occurrence of changes in the Company's
capital structure.

     The  amendment  provides for  adjustments  in the number of Whalen  Options
granted upon the  occurrence  of changes in the Company's  capital  structure by
reason  of  stock   dividends,   stock   splits,   recapitalizations,   mergers,
consolidations, combination or exchange of shares, separations, reorganizations,
or  liquidations.  Such  adjustments  are made without change in the total price
applicable to the unexercised portion of Whalen Options and with a corresponding
adjustment in the option price per share.

     The  effect of the  amendment  was to  retroactively  adjust the number and
price of the Whalen  Options  granted to include  the effect of the annual  five
(5%) percent stock dividends paid by the Company since April 11, 1990.

                                       -2-