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                                                 EXHIBIT 10.2
                                                 ------------


                                  DERBY SAVINGS BANK

                                  STOCK OPTION PLAN


          Derby Savings Bank (the "Bank") sets forth herein the terms of this
Stock Option Plan (the "Plan") as follows:

         1.   PURPOSE

              THE Plan is intended to advance the interests of the Bank by
providing eligible individuals (as designated pursuant to Section 4 below) with
an opportunity to acquire or increase a proprietary interest in the Bank, which
thereby will create a stronger incentive to expend maximum effort for the growth
and success of the Bank and its subsidiaries, and will encourage such eligible
individuals to remain in the employ or service of the Bank or that of one or
more of its subsidiaries.  Each stock option granted under the Plan (an
"Option") is intended to be an "incentive stock option" within the meaning of
Section 422A of the Internal Revenue Code of 1986, as amended from time to time
(the "Code"), except to the extent that any such Option would exceed the
limitations set forth in Section 7 below and except for (i) Options specifically
designated at the time of grant as not being "incentive stock options", and (ii)
Options granted to directors who are not officers or other full-time employees
of the Bank or any of its subsidiaries.  Options may be accompanied by stock
appreciation rights ("SARs"), as defined in Section 11 below.


         2.   ADMINISTRATION

              (a)   BOARD. The Plan shall be administered by the Board of
Directors of the Bank (the "Board"), which shall have the full power and
authority to take all actions, and to make all determinations required or
provided for under this Plan or any Option or SAR granted or Option Agreement
(as defined in Section 8 below) entered into hereunder and all such other
actions and determinations not inconsistent with the specific terms and
provisions of this Plan deemed by the Board to be necessary or appropriate to
the administration of the Plan or any Option or SAR granted or Option Agreement
entered into hereunder.  All such actions and determinations shall be by the
affirmative vote of a majority of the members of the Board present at a meeting
at which any issue relating to the Plan is properly raised for consideration or
by unanimous consent of the Board executed in writing in accordance with the


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Bank's Certificate of Incorporation and By-Laws, and with applicable law.  The
interpretation and construction by the Board of any provision of the Plan or of
any Option or SAR granted or Option Agreement entered into hereunder shall be
final and conclusive.

               (b)  COMMITTEE. The Board may from time to time appoint a Stock
Option/Compensation Committee (the "Committee") consisting of not less than
three members of the Board, none of whom shall be" an officer or other salaried
employee of the Bank or any of its subsidiaries, and each of whom shall qualify
in all respects as a "disinterested person" as defined in Rule 16b-3 of the
Securities and Exchange Commission under the Securities Exchange Act of 1934.
The Board, in its sole discretion, may provide that the role of the Committee
shall be limited to making recommendations to the Board concerning any
determinations to be made and actions to be taken by the Board pursuant to or
with respect to the Plan, or the Board may delegate to the Committee such powers
and authorities related to the administration of the Plan, as set forth in
Section 2(a) above, as the Board shall determine, consistent with the
Certificate of Incorporation and By-Laws of the Bank and applicable law.  The
Board may remove members, add members, and fill vacancies on the Committee from
time to time, all in accordance with the Bank's Certificate of Incorporation and
By-Laws, and with applicable law.  The majority vote of the Committee, or acts
reduced to or approved in writing by a majority of the members of the Committee,
shall be the valid acts of the Committee.

               (c)  NO LIABILITY.  No member of the Board or of the Committee
shall be liable for any action or determination made in good faith with respect
to the Plan or any Option or SAR granted or Option Agreement entered into
hereunder.

               (d)  DELEGATION TO THE COMMITTEE.  In the event that the Plan or
any Option or SAR granted or Option Agreement entered into hereunder provides
for any action to be taken by or determination to be made by the Board, such
action may be taken by or such determination may be made by the Committee if the
power and authority to do so has been delegated to the Committee by the Board as
provided for in Section 2(b) above.  Unless otherwise expressly determined by
the Board, any such action or determination by the Committee shall be final and
conclusive.

               (e)  ACTION BY THE BOARD.  The Board may act under this Plan
other than by, or in accordance with the recommendations of, the Committee,
constituted as set forth in


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Section 2(b) above, only if a majority of the Board and a majority of the
directors acting in any matter hereunder are "disinterested persons" as defined
in Rule 16b-3 of the Securities and Exchange Commission under the Securities
Exchange Act of 1934.

         3.   STOCK

              The stock that may be issued pursuant to Options granted under 
the Plan shall be shares of Common Stock, par value $1.00 per share, of the 
Bank (the "Stock"), which shares may be treasury shares or authorized but 
unissued shares. The number of shares of Stock that may be issued pursuant to 
Options granted under the Plan shall not exceed in the aggregate 221,786 
shares (ten percent of the shares issued in the conversion, including the 
underwriters' overallotment option), which number of shares is subject to 
adjustment as provided in Section 18 below.  If any Option expires, 
terminates, or is terminated for any reason prior to exercise in full, the 
shares of Stock that were subject to the unexercised portion of such Option 
shall be available for future Options granted under the Plan, except that 
such shares shall not be so available whenever such Option has been 
surrendered as a result of the exercise of the related SARs.

         4.   ELIGIBILITY

              (a)  EMPLOYEES. Options or SARs may be granted under the Plan to
any officer or other full-time employee of the Bank or any "subsidiary
corporation" thereof within the meaning of Section 425(f) of the Code (a
"Subsidiary") (including any such employee who is an officer of the Bank or any
Subsidiary) as the Board shall determine and designate from time to time prior
to expiration or termination of the Plan.

               (b)  NON-EMPLOYEE DIRECTORS.  On the effective date of this Plan
as described in Section 5(a) hereof, each member then serving on the Board of
Directors of the Bank who is not an employee of the Bank or any Subsidiary (a
"Non-Employee Director") shall be granted an Option to purchase 1,000 shares of
Stock, and related SARs, at the price and upon the other terms and conditions
specified in the Plan.  In the case of the Chairman of the Board on such
effective date, such grant shall be for 1,500 shares rather than 1,000 shares.
Thereafter, an Option to purchase 1,000 shares of Stock, and related SARs, at
the price and upon the other terms and conditions specified in the Plan, shall
be granted under the


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Plan to each Non-Employee Director who was not a director on such effective
date, upon the later of the commencement of his election to a second term on the
Board or the completion of three years' service as a director.  Any Non-Employee
Director who is granted an Option to purchase 1,000 shares hereunder shall be
granted an Option for an additional 500 shares upon his election, subsequent to
such effective date, as Chairman of the Board.  Except as provided in this
Section 4(b), no Non-Employee Director shall be eligible to be granted Options
or SARs under this Plan.  The maximum number of Options that may be granted to
all Non-Employee Directors shall not exceed 15 percent of the shares covered by
the Plan.

               (c)  MULTIPLE OPTIONS OR SARs.  An individual may hold more than
one Option or SAR, subject to such restrictions as are provided herein;
PROVIDED, HOWEVER, that during the period commencing on the date that conversion
from mutual to stock form is completed and ending on three years from such date,
no individual shall be eligible to receive or exercise any Option or SAR if such
exercise would result in such individual owning, directly or indirectly, shares
of stock of the Bank possessing more than ten percent of any class of stock of
the Bank.


         5.   EFFECTIVE DATE AND TERM OF THE PLAN

               (a)  EFFECTIVE DATE.  This Plan shall be effective as of the
date of adoption by the Board, which date is set forth below, subject to
approval of the Plan within one year of such effective date by an affirmative
vote of shareholders who hold at least a majority of the outstanding shares of
stock of the Bank entitled to vote thereon, in person or by proxy, at a duly
called meeting of the shareholders; PROVIDED, HOWEVER, that upon approval of the
Plan by the shareholders of the Bank as set forth above, all Options and SARs
granted under the Plan on or after the effective date shall be fully effective
as if the shareholders of the Bank had approved the Plan on the effective date.
If the shareholders fail to approve the Plan within one year of such effective
date, any options and SARs granted hereunder shall be null and void and of no
effect.

               (b)  TERM. This Plan shall terminate on the date ten years from
the effective date.


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         6.   GRANT OF OPTIONS

              Subject to the terms and conditions of the Plan, the Board may, at
any time and from time to time, prior to the date of termination of the Plan, 
grant to such eligible individuals as the Board may determine ("Optionees"), 
Options to purchase such number of shares of Stock on such terms and conditions
as the Board may determine, including any terms or conditions which may be 
necessary to qualify such Options as "incentive stock options" under Section 
422A of the Code.  The date on which the Board approves the grant of an Option 
shall be considered the date on which such Option is granted.


         7.   LIMITATION ON OPTIONS RECEIVED IN CALENDAR YEAR

               (a) OPTIONS GRANTED BEFORE 1987.  The aggregate fair market
value (determined as of the date the Option is granted) of Stock for which any
Optionee may be granted "incentive stock options" within the meaning of Section
422A of the Code in any calendar year before 1987 (under the Plan and all other
stock option plans of the Bank, its Subsidiaries, and any parent or subsidiary
corporation within the meaning of Section 422A(b)(8) of the Internal Revenue
Code of 1954, as amended (the "1954 Code")) shall not exceed $100,000 plus any
"unused limit carryover" to such year (as defined in Section 422A(c)(4) of the
1954 Code).

               (b)  OPTIONS GRANTED AFTER 1986.  With respect to options
granted after 1986, the aggregate fair market value (determined as of the date
the option is granted) of the stock covered by "incentive stock options" that
are exercisable for the first time by any employee in any calendar year (under
the Plan and all other stock option plans of the Optionee's employer corporation
and its parent or subsidiary corporations within the meaning of Section
422A(b)(7) of the Code) shall not exceed $100,000.

               (c)  SEPARATE AGREEMENT FOR NON-INCENTIVE OPTIONS.  If an Option
is granted which would exceed the limitations of this Section 7, the excess
shares shall be included under a separate Option which shall be designated as
not being an "incentive stock option" (within the meaning of Section 422A of the
Code).


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         8.   OPTION AGREEMENTS

              All Options granted pursuant to the Plan shall be evidenced by 
written agreements ("Option Agreements"), to be executed by the Bank and by 
the Optionee, in such form or forms as the Board shall from time to time 
determine.  Option Agreements covering Options granted from time to time or 
at the same time need not contain similar provisions; PROVIDED, HOWEVER, that 
all such Option Agreements shall comply with all terms of the Plan.

         9.   OPTION PRICE

              The purchase price of each share of Stock subject to an Option 
(the "Option Price") shall be fixed by the Board and stated in each Option 
Agreement, and shall be not less than the greater of par value or 100 percent 
of the fair market value of a share of Stock on the date the Option is 
granted (as determined in good faith by the Board); PROVIDED, HOWEVER, that 
in the event the Optionee would otherwise be ineligible to receive an 
"incentive stock option" by reason of the provisions of Sections 422A(b)(6) 
and 425(d) of the Code (relating to stock ownership of more than ten 
percent), the Option Price of an Option which is intended to be an "incentive 
stock option" (within the meaning of Section 422A of the Code) shall be not 
less than the greater of par value or 110 percent of the fair market value of 
a share of Stock at the time such Option is granted.  In the event that the 
Stock is listed on an established national or regional stock exchange, is 
admitted to quotation on the National Association of Securities Dealers 
Automated Quotation System, or is publicly traded in an established 
securities market, in determining the fair market value of the Stock, the 
Board shall use the closing price of the Stock on such exchange or System or 
in such market (the highest such closing price if there is more than one such 
exchange or market) on the trading date immediately before the Option is 
granted (or, if there is no such closing price, then the Board shall use the 
mean between the highest bid and lowest asked prices or between the high and 
low prices on such date), or, if no sale of the Stock has been made on such 
day, on the next preceding day on which any such sale shall have been made.

         10.  TERM AND EXERCISE OF OPTIONS

              (a)   TERM.  Each Option granted under the Plan shall terminate 
and all rights to purchase shares thereunder


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shall cease upon the expiration of ten years from the date such Option is
granted, or on such date prior thereto as may be fixed by the Board and stated
in the Option Agreement relating to such Option; PROVIDED, HOWEVER, that in the
event the optionee would otherwise be ineligible to receive an "incentive stock
option" by reason of the provisions of Sections 422A(b)(6) and 425(d) of the
Code (relating to stock ownership of more than ten percent), an Option granted
to such Optionee which is intended to be an "incentive stock option" (within the
meaning of Section 422A of the Code) shall in no event be exercisable after the
expiration of five years from the date it is granted.

               (b)  OPTION PERIOD AND LIMITATIONS ON EXERCISE.  Each Option
granted under the Plan shall be exercisable, in whole or in part, at any time
and from time to time, over a period commencing on or after the date of grant
and ending upon the expiration or termination of the Option, as the Board shall
determine and set forth in the Option Agreement relating to such Option.
Without limiting the foregoing, the Board, subject to the terms and conditions
of the Plan, may in its sole discretion provide that an Option may not be
exercised in whole or in part for any period or periods of time during which
such Option is outstanding; PROVIDED, HOWEVER, that any such limitation on the
exercise of an Option contained in any Option Agreement may be rescinded,
modified or waived by the Board, in its sole discretion, at any time and from
time to time after the date of grant of such Option, so as to accelerate the
time at which the Option may be exercised.  Notwithstanding any other provisions
of this Plan, (i) no Option granted to an Optionee under this Plan shall be
exercisable in whole or in part prior to the date the Plan is approved by the
shareholders of the Bank as provided in Section 5 above, and (ii) no Option
granted to an Optionee under this Plan before January 1, 1987 which is
specifically designated as an "incentive stock option" (within the meaning of
Section 422A of the 1954 Code) shall be exercisable in whole or in part while
there is outstanding (within the meaning of Section 422A(c)(7) of the 1954 Code)
any "incentive stock option" (within the meaning of Section 422A of the 1954
Code) which was previously granted to such Optionee by the Bank or by a
Subsidiary or by a parent, subsidiary, or predecessor corporation (within the
meaning of Section 422A(b)(7) of the 1954 Code), whether under this Plan or
under any other stock option plan heretofore or hereafter maintained by the Bank
or by a Subsidiary or by a parent, subsidiary, or predecessor corporation
(within the meaning of Section 422A(b)(7) of the 1954 Code); and (iii) an Option
granted to an Optionee under this Plan after December 31, 1986


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which is specifically designated as an "incentive stock option" shall be
exercisable only to the extent permitted under Section 7(b) above.

               (c)  METHOD OF EXERCISE.  An Option that is exercisable
hereunder may be exercised by delivery to the Bank on any business day, at its
principal office, addressed to the attention of the Committee, of written notice
of exercise, which notice shall specify the number of shares with respect to
which the Option is being exercised, and shall be accompanied by payment in full
of the Option Price of the shares for which the Option is being exercised.  The
minimum number of shares of Stock with respect to which an Option may be
exercised, in whole or in part, at any time shall be the lesser of 100 shares or
the maximum number of shares available for purchase under the Option at the time
of exercise.  Payment of the Option Price for the shares of Stock purchased
pursuant to the exercise of an Option shall be made, as determined by the Board
and set forth in the Option Agreement pertaining to an Option, either (i) in
cash or in cash equivalents; (ii) through the tender to the Bank of shares of
Stock, which shares shall be valued, for purposes of determining the extent to
which the Option Price has been paid thereby, at their fair market value
(determined in the manner described in Section 9 above) on the date of exercise;
or (iii) by a combination of the methods described in (i) and (ii); PROVIDED,
HOWEVER, that the Board may in its discretion impose and set forth in the
Option Agreement pertaining to an Option such limitations or prohibitions on the
use of shares of Stock to exercise Options as it deems appropriate.  An attempt
to exercise any Option granted hereunder other than as set forth above shall be
invalid and of no force and effect.  Promptly after the exercise of an Option
and the payment in full of the Option Price of the shares of Stock covered
thereby, the individual exercising the Option shall be entitled to the issuance
of a Stock certificate or certificates evidencing his ownership of such shares.
A separate Stock certificate or certificates shall be issued for any shares
purchased pursuant to the exercise of an Option which is an "incentive stock
option" (within the meaning of Section 422A of the Code), which certificate or
certificates shall not include any shares which were purchased pursuant to the
exercise of an Option which is not an "incentive stock option" (within the
meaning of Section 422A of the Code).  An individual holding or exercising an
option shall have none of the rights of a shareholder until the shares of Stock
covered thereby are fully paid and issued to him and, except as provided in
Section 18 below, no adjustment shall be made for dividends or other rights for
which the record date is prior to the date of such issuance.


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         11.  STOCK APPRECIATION RIGHTS (SARs)

               (a)  IN GENERAL.  Subject to the terms and conditions of the
Plan, the Board may, in its sole and absolute discretion, grant to an Optionee
rights to surrender to the Bank, in whole or in part, an Option, and to receive
in exchange therefor payment by the Bank of an amount equal to the excess of the
fair market value of the shares of Stock subject to such Option, or portion
thereof, so surrendered (determined in the manner described in Section 9 above
as of the date the SARs are exercised) over the Option Price of such shares.
Such payment may be made, as determined by the Board in accordance with Sections
11(d) and 11(e) below and set forth in the Option Agreement, either in shares of
Stock or in cash or in any combination thereof.  SARs may be granted to
Optionees only at the same time and with respect to the same number of shares of
Stock as such Optionees are granted Options under the Plan.  All SARs shall be
evidenced by provisions in the Option Agreement pertaining to the related
Option, which provisions shall comply with and be subject to the terms and
conditions set forth in this Section 11.

               (b)  GRANT. Each SAR shall relate to a specific Option granted
under the Plan and shall be awarded to the Optionee concurrently with the grant
of such Option pursuant to Section 6 above.  The number of SARs granted to an
Optionee shall be equal to the number of shares of Stock which such Optionee is
entitled to purchase pursuant to the related Option.  The number of SARs held by
an Optionee shall be reduced by (i) the number of SARs exercised for Stock or
cash under the provisions of the Option Agreement pertaining to the related
Option, and (ii) the number of shares of Stock purchased pursuant to the
exercise of the related Option.

               (c)  EXERCISE. SARs that are exercisable hereunder may be
exercised by delivering to the Bank on any business day, at its principal
office, addressed to the attention of the Committee, written notice of exercise,
which notice shall specify the number of SARs being exercised.  The date upon
which such written notice is received by the Bank shall be the exercise date of
the SARs.  Except to the extent that SARs are exercised for cash as provided in
Section 11(e) below, the individual exercising SARs shall receive, without
payment therefor to the Bank, the number of shares of Stock determined under
Section 11(d) below.  Promptly after the exercise of SARs, the individual
exercising the SARs shall be entitled to the issuance of a Stock certificate or
certificates evidencing ownership of such shares.  An individual holding or


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exercising SARs shall have none of the rights of a shareholder with respect to
any shares of Stock covered by the SARs until shares of Stock are issued to him
or her, and, except as provided in Section 18 below, no adjustment shall be made
for dividends or other rights for which the record date is prior to the date of
such issuance.

               (d)  NUMBER OF SHARES.  The number of shares of Stock which
shall be issued pursuant to the exercise of SARs shall be determined by dividing
(i) the total number of SARs being exercised, multiplied by the amount by which
the fair market value (determined in the manner described in Section 9 above)
of a share of Stock on the exercise date exceeds the Option Price of the related
Option, by (ii) the fair market value (determined in the manner described in
Section 9 above) of a share of Stock on the exercise date of the SARs; PROVIDED,
HOWEVER, that no fractional share shall be issued on exercise of SARs, and that
cash shall be paid by the Bank to the individual exercising SARs in lieu of any
such fractional share.

               (e)  EXERCISE OF SARs FOR CASH.  The Board shall have sole
discretion to determine whether, and shall set forth in the Option Agreement
pertaining to the related Option the circumstances under which, payment in
respect of SARs granted to any Optionee shall be made in shares of Stock, or in
cash, or in a combination thereof.  Promptly after the exercise of an SAR for
cash, the individual exercising the SAR shall receive in respect of said SAR an
amount of money equal to the difference between the fair market value
(determined in the manner described in Section 9 above) of a share of Stock on
the exercise date and the Option Price of the related Option.

               (f)  LIMITATIONS.  SARs shall be exercisable at such times and
under such terms and conditions as the Board, in its sole and absolute
discretion, shall determine and set forth in the Option Agreements pertaining to
the related Options; PROVIDED, HOWEVER, that an SAR may be exercised only at
such times and by such individuals as the related Option under the Plan may be
exercised; and PROVIDED, FURTHER, that an SAR may be exercised only at such
times as the fair market value (determined in the manner described in Section 9
above) of a share of Stock on the exercise date exceeds the Option Price of the
related Option.  Adjustments in the number, kind, or Option Price of shares of
Stock for which Options are granted pursuant to Section 18 below shall also be
made as necessary to the related SARs held by each Optionee.  Any amendment,
suspension or termination of the Plan pursuant to Section 17 below shall be
deemed an amendment, suspension or termination of SARs to the same extent.


                                        - 10 -


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         12.  TRANSFERABILITY OF OPTIONS OR SARs

              During the lifetime of an Optionee to whom an Option is granted,
only such optionee (or, in the event of legal incapacity or incompetency, the
Optionee's guardian or legal representative) may exercise the Option or SAR.  No
Option or SAR shall be assignable or transferable by the Optionee to whom it is
granted, other than by will or the laws of descent and distribution.


         13.  TERMINATION OF SERVICE OR EMPLOYMENT

              Upon the termination of the service or employment of an Optionee
with the Bank or a Subsidiary, other than by reason of the death or "permanent
and total disability" (within the meaning of Section 22(e)(3) of the Code) of
such Optionee, any Option or SAR granted to such Optionee pursuant to this Plan
shall terminate, and such Optionee shall have no-further right to purchase
shares of Stock pursuant to such Option; PROVIDED, HOWEVER, that in the event
that such termination of service or employment is by reason of the Optionee's
retirement in accordance with the normal retirement policies of the Bank or a
Subsidiary, as the case may be, then such Optionee shall have the right (subject
to the limitations on exercise set forth in the third sentence of Section 10(b)
and Section 11(f) above), at any time within three months after such retirement
and prior to termination of the Option as provided in Section 10(a) above, to
exercise, in whole or in part, any Option or SAR held by such Optionee at the
date of such retirement, whether or not such Option or SAR was exercisable
immediately prior to such retirement; and PROVIDED, FURTHER, that the Board may
(but shall not be required to) provide, by inclusion of appropriate language in
any Option Agreement, that an Optionee may (subject to the limitations on
exercise set forth in the third sentence of Section 10(b) and Section 11(f)
above), in the event of termination of service or employment of the Optionee
with the Bank or a Subsidiary, exercise an Option or SAR, in whole or in part,
at any time subsequent to such termination of service or employment and prior to
termination of the Option as provided in Section 10(a) above, either subject to
or without regard to any limitation on exercise imposed pursuant to the first
and second sentences of Section 10(b) above, as the Board, in its sole and
absolute discretion, shall determine and set forth in the Option Agreement.
Whether a termination of service or employment is to be considered by reason of
retirement in accordance with the normal retirement policies of the Bank or a
Subsidiary, as the

                                        - 11 -

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case may be, and whether a leave of absence or leave on military or government
service shall constitute a termination of service or employment for purposes of
this Plan shall be determined by the Board, which determination shall be final
and conclusive.  For purposes of this Plan, a termination of service or
employment with the Bank or a Subsidiary shall not be deemed to occur if the
Optionee is immediately thereafter in the employ or service of the Bank or any
Subsidiary.

         14.   RIGHTS IN THE EVENT OF DEATH OR DISABILITY

              (a)  DEATH.  If an Optionee dies while in the employ or service
of the Bank or a Subsidiary, the executors or administrators or legatees or
distributees of such Optionee's estate shall have the right (subject to the
limitations on exercise set forth in the third sentence of Section 10(b) and
Section 11(f) above), at any time within one year after the date of such
Optionee's death and prior to termination of the Option as provided in Section
10(a) above, to exercise any Option or SAR held by such Optionee at the date of
such Optionee's death, whether or not such Option or SAR was exercisable
immediately prior to such Optionee's death; PROVIDED, HOWEVER, that the Board
may (but shall not be required to) provide, by inclusion of appropriate language
in any Option Agreement, that, in the event of the death of an Optionee, the
executors or administrators or legatees or distributees of such Optionee's
estate may exercise an Option or SAR (subject to the limitations on exercise set
forth in the third sentence of Section 10(b) and Section 11(f) above), in whole
or in part, at any time subsequent to such Optionee's death and prior to
termination of the Option as provided in Section 10(a) above, either subject to
or without regard to any limitations on exercise imposed pursuant to the first
and second sentences of Section 10(b) above, as the Board, in its sole and
absolute discretion, shall determine and set forth in the Option Agreement.

              (b)  DISABILITY. If an Optionee terminates service or 
employment with the Bank or a Subsidiary by reason of the "permanent and 
total disability" (within the meaning of Section 22(e)(3) of the Code) of 
such Optionee, then such Optionee shall have the right (subject to the 
limitations on exercise set forth in the third sentence of Section 10(b) or 
Section 11(f) above), at any time within one year after such termination of 
service or employment and prior to termination of the Option as provided in 
Section 10(a) above, to exercise, in whole or in part, any Option or SAR held 
by such Optionee

                                        - 12 -

<PAGE>

at the date of such termination of service or employment, whether or not such
Option or SAR was exercisable immediately prior to such termination of service
or employment; PROVIDED, HOWEVER, that the Board may (but shall not be required
to) provide, by inclusion of appropriate language in any Option Agreement, that
an Optionee who is an employee of the Bank or a subsidiary may (subject to the
limitations on exercise set forth in the third sentence of Section 10(b) and
Section 11(f) above), in the event of the termination of service or employment
of the Optionee with the Bank or a Subsidiary by reason of the "permanent and
total disability" (within the meaning of Section 22(e)(3) of the Code) of such
Optionee, exercise an Option or SAR, in whole or in part, at any time subsequent
to such termination of service or employment and prior to termination of the
Option as provided in Section 10(a) above, either subject to or without regard
to any limitation on exercise imposed pursuant to the first and second sentences
of Section 10(b) above, as the Board, in its sole and absolute discretion, shall
determine and set forth in the Option Agreement.  Whether a termination of
service or employment is to be considered by reason of "permanent and total
disability" for purposes of this Plan shall be determined by the Board, which
determination shall be final and conclusive.

         15.  USE OF PROCEEDS

              The proceeds received by the Bank from the sale of Stock pursuant
to Options granted under the Plan shall constitute general funds of the Bank.

         16.  REQUIREMENTS OF LAW

         The Bank shall not be required to sell or issue any shares of Stock
under any Option or SAR if the sale or issuance of such shares would constitute
a violation by the individual exercising the Option or SAR or the Bank of any
provisions of any law or regulation of any governmental authority, including
without limitation any federal or state securities laws or regulations.  Any
determination in this connection by the Board shall be final, binding, and
conclusive.  The Bank shall not be obligated to take any affirmative action in
order to cause the exercise of an Option or SAR or the issuance of shares
pursuant thereto to comply with any law or regulation of any governmental
authority.  As to any jurisdiction that expressly imposes the requirement that
an Option or SAR shall not be exercisable unless and until the

                                        - 13 -

<PAGE>


shares of Stock covered by such Option or SAR are registered or are subject to
an available exemption from registration, the exercise of such Option or SAR
(under circumstances in which the laws of such jurisdiction apply) shall be
deemed conditioned upon the effectiveness of such registration or the
availability of such an exemption.

         17.  AMENDMENT AND TERMINATION OF THE PLAN

              The Board may, at any time and from time to time, amend, suspend
or terminate the plan as to any shares of Stock as which options or SARs have
not been granted; PROVIDED, HOWEVER, that no amendment by the Board shall,
without approval by the affirmative vote of shareholders who hold at least a
majority of outstanding shares of stock of the Bank entitled to vote thereon and
who vote in person or by proxy at a duly constituted shareholders' meeting, (a)
materially change the requirements as to eligibility to receive Options or SARs;
(b) increase the maximum number of shares of Stock in the aggregate that may be
sold pursuant to Options or SARs granted under the Plan (except as permitted
under section 18 hereof); (c) change the minimum Option Price set forth in
Section 9 hereof (except as permitted under Section 18 hereof); (d) increase the
maximum period during which Options or SARs may be exercised; (e) extend the
term of the Plan; or (f) materially increase the benefits accruing to eligible
individuals under the Plan.  Except as permitted under Section 18 hereof, no
amendment, suspension or termination of the Plan shall, without the consent of
the holder of the Option or SAR, alter or impair rights or obligations under any
Option or SAR theretofore granted under the Plan.


         18.   EFFECT OF CHANGES IN CAPITALIZATION

              (a)  CHANGES IN STOCK.  If the outstanding shares of Stock are
increased or decreased or changed into or exchanged for a different number or
kind of shares or other securities of the Bank by reason of any
recapitalization, reclassification, stock split-up, combination of shares,
exchange of shares, stock dividend or other distribution payable in capital
stock, or other increase or decrease in such shares effected without receipt of
consideration by the bank, occurring after the effective date of the Plan, the
number and kinds of shares for the purchase of which Options may be granted
under the Plan shall be adjusted proportionately and accordingly by the Bank.
In addition, the number and kind of

                                        - 14 -

<PAGE>

Shares for which Options or SARs are outstanding shall be adjusted
proportionately and accordingly so that the proportionate interest of the holder
of the Option or SAR immediately following such event shall, to the extent
practicable, be the same as immediately prior to such event.  Any such
adjustment in outstanding Options or SARs shall not change the aggregate Option
Price payable with respect to shares subject to the unexercised portion of the
Option or SAR outstanding but shall include a corresponding proportionate
adjustment in the Option Price per share.

              (b)  REORGANIZATION IN WHICH THE BANK IS THE SURVIVING
CORPORATION.  Subject to subsection (c) hereof, if the Bank shall be a surviving
corporation in any reorganization, merger, or consolidation of the Bank with one
or more other corporations, any Option or SAR theretofore granted pursuant to
the Plan shall pertain to and apply to the securities to which a holder of the
number of shares of Stock subject to such Option or SAR would have been entitled
immediately following such reorganization, merger, or consolidation, with a
corresponding proportionate adjustment of the Option Price per share so that the
aggregate Option Price thereafter shall be the same as the aggregate Option
Price of the shares remaining subject to the Option or SAR immediately prior to
such reorganization, merger, or consolidation.

              (c)  REORGANIZATION IN WHICH THE BANK IS NOT THE SURVIVING
CORPORATION OR SALE OF ASSETS OR STOCK.  Upon the dissolution or liquidation of
the Bank, or upon a merger, consolidation or reorganization of the Bank with one
or more other corporations in which the Bank is not a surviving Corporation, or
upon a sale of substantially all of the assets of the bank to another
corporation, or upon any transaction (including, without limitation, a merger or
reorganization in which the Bank is the surviving corporation) approved by the
Board which results in any person or entity owning 80 percent or more of the
combined voting power of all classes of stock of the Bank, the Plan and all
Options and SARs outstanding hereunder shall terminate, except to the extent
provision is made in writing in connection with such transaction for the
continuation of the Plan and/or the assumption of the Options and SARs
theretofore granted, or for the substitution for such Options or SARs of new
options or stock appreciation rights covering the stock of a successor
corporation, or a parent or subsidiary thereof, with appropriate adjustments as
to the number and kinds of shares and exercise prices, in which event the Plan
and Options and SARs theretofore granted shall continue in the manner and under
the terms so provided.

                                        - 15 -

<PAGE>

In the event of any such termination of the Plan, each individual holding an
Option or SAR shall have the right (subject to the limitations on exercise set
forth in the third sentence of Section 10(b) and Section 11(f) above),
immediately prior to the occurrence of such termination and during such period
occurring prior to such termination as the Board in its sole discretion shall
determine and designate, to exercise such Option or SAR in whole or in part,
whether or not such Option or SAR was otherwise exercisable at the time such
termination occurs and without regard to any limitation on exercise imposed
pursuant to the first and second sentences of Section 10(b) above.  The Board
shall send written notice of an event that will result in such a termination to
all individuals who hold Options or SARs not later than the time at which the
Bank gives notice thereof to its shareholders.

              (d)  ADJUSTMENTS. Adjustments under this Section 18 related to
stock or securities of the Bank shall be made by the Board, whose determination
in that respect shall be final, binding, and conclusive.  No fractional shares
of Stock or units of other securities shall be issued pursuant to any such
adjustment, and any fractions resulting from any such adjustment shall be
eliminated in each case by rounding downward to the nearest whole share or unit.

               (e)  NO LIMITATIONS ON BANK.  The grant of an Option or SAR
pursuant to the Plan shall not affect or limit in any way the right or power of
the Bank to make adjustments, reclassifications, reorganizations or changes of
its capital or business structure or to merge, consolidate, dissolve or
liquidate, or to sell or transfer all or any part of its business or assets.


         19.  DISCLAIMER OF RIGHTS

              No provision in the Plan or in any Option or SAR granted or
Option Agreement entered into pursuant to the Plan shall be construed to confer
upon any individual the right to remain in the employ of the Bank or any
subsidiary, or to interfere in any way with the right and authority of the Bank
or any subsidiary either to increase or decrease the compensation of any
individual at any time, or to terminate any employment or other relationship
between any individual and the Bank or any Subsidiary.

                                        - 16 -

<PAGE>


         20.  NONEXCLUSIVITY OF THE PLAN

              Neither the adoption of the Plan nor the submission of the Plan
to the shareholders of the Bank for approval shall be construed as creating any
limitations upon the right and authority of the Board to adopt such other
incentive compensation arrangements (which arrangements may be applicable either
generally to a class or classes of individuals or specifically to a particular
individual or individuals) as the Board in its discretion determines desirable,
including, without limitation, the granting of stock options or stock
appreciation rights otherwise than under the plan.

                                     *    *    *

              This Plan was duly adopted and approved by the Board of Directors
of the Bank by resolution at a meeting held on the 22nd day of November, 1985,
the effective date of the Plan.


                                       John F. Costigan
                                       ----------------
                                       Secretary of the Bank


         This Plan was duly approved by the shareholders of the Bank at a
meeting of the shareholders held on the 23rd day of April, 1986.


                                       John F. Costigan
                                       ----------------
                                       Secretary of the Bank

                                        - 17 -

<PAGE>


                                  DERBY SAVINGS BANK

                              INCENTIVE STOCK OPTION AND
                         STOCK APPRECIATION RIGHTS AGREEMENT


         This Stock Option and Stock Appreciation Rights Agreement (the 
"0ption Agreement") is made as of the _____ day of ___________________, 1987, 
by and between Derby Savings Bank, a Connecticut-chartered savings bank (the 
"Bank"), and ____________________, an employee of the Bank (the "Optionee").

          WHEREAS, the Board of Directors of the Bank has duly adopted, and the
shareholders of the Bank have approved, a Stock Option Plan (the "Plan"), which
authorizes the Bank to grant to eligible individuals options for the purchase of
shares of the Bank's Common Stock, $1.00 par value (the "Stock"), and also to
grant related stock appreciation rights ("SARs"); and

          WHEREAS, the Bank has determined that it is desirable and in its best
interests to grant to the Optionee, pursuant to the Plan, an option to purchase
a certain number of shares of Stock, and also to grant related SARs, in order to
provide the Optionee with an incentive to advance the interests of the Bank, all
according to the terms and conditions set forth herein;

          NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties hereto do hereby agree as follows:

          1.  GRANT OF OPTION AND SARs.  Subject to the terms of the Plan
(attached hereto as Exhibit A, the terms of which are incorporated by reference
herein), the Bank hereby grants to the Optionee the right and option (the
"Option") to purchase from the Bank, on the terms and subject to the conditions
hereinafter set forth, ____________ shares of Stock.  This Option shall
constitute an incentive stock option within the meaning of Section 422A of the
Internal Revenue Code of 1986, as amended (the "Code").  Subject to the terms
of the Plan, the Bank hereby concurrently grants to the Optionee
__________________ SARs, which may be exercised in accordance with the terms and
subject to the conditions hereinafter set forth.  The date of grant of this
option and the SARs is ______________________, the date on which the grant of
the Option and the SARs was approved by the Stock Option Committee of the Board
of Directors of the Bank (the "Committee").

<PAGE>


           2. PRICE.  The purchase price (the "Option Price") for the shares
of Stock subject to the Option granted by this Option Agreement is $____________
per share, which price is not less than 100 percent of the fair market value of
the Stock, as determined by the Bank, on the date of grant of this Option.  1/

          3.  EXERCISE OF OPTION.  Except as otherwise provided herein, the
Option granted pursuant to this Option Agreement shall be subject to exercise as
follows:

               A.  TIME OF EXERCISE OF OPTION.  The Optionee may exercise the
Option (subject to the limitations on exercise set forth in Subsection H below),
in installments as follows:

Installment Exercise Dates        Number of Shares
--------------------------        ----------------

--------------------------        ----------------
--------------------------        ----------------
--------------------------        ----------------
--------------------------        ----------------
--------------------------        ----------------


The foregoing installments, to the extent not exercised, shall accumulate and be
exercisable, in whole or in part, at any time and from time to time, on and
after the date first exercisable and prior to the termination of the Option as
provided for in Subsection G below; PROVIDED, that no single exercise of the
Option shall be for less than 100 shares, unless the number of shares purchased
is the total number at the time available for purchase under this Option.

         Notwithstanding the foregoing installment limitations, in the event of
a "change in control" of the Bank, as defined in the next sentence below, the
Option shall become immediately exercisable in full, except to the extent that
the foregoing waiver of installment limitations, taking into account all other
payments or benefits to or for the Optionee under all other agreements,
understandings, and formal or informal plans or arrangements for the direct or
indirect provision of


----------------------
1/ 110 percent for Optionees who own more than ten percent of the total combined
voting power of all classes of stock.

                                         -2-

<PAGE>

compensation to the Optionee, would cause the Optionee to be considered to have
received a "parachute payment" within the meaning of Section 28OG(b)(2) of the
Code that would reduce the total after-tax compensation, as determined for
purposes of Section 28OG of the Code, received by the Optionee by reason of such
change in control to an amount which is less than that which would be received
in the absence of such waiver.  For purposes of this Option Agreement, a "change
in control" of the Bank shall be deemed to have taken place if (i) any person
becomes the beneficial owner of 20 percent or more of the total number of voting
shares of the Bank; (ii) any person becomes the beneficial owner of 10 percent
or more, but less than 20 percent of the total number of voting shares of the
Bank, if the Board of Directors of the Bank has made a determination that such
beneficial ownership constitutes or will constitute control of the Bank; (iii)
any person (other than the persons named as proxies solicited on behalf of the
Board of Directors of the Bank) holds revocable or irrevocable proxies, as to
the election or removal of two or more directors of the Bank, for 25 percent or
more of the total number of voting shares of the Bank; (iv) any person has
commenced a tender or exchange offer, or entered into an agreement or received
an option, to acquire beneficial ownership of 20 percent or more of the total
number of voting shares of the Bank, whether or not the requisite regulatory
approval for such acquisition has been received; or (v) as the result of, or in
connection with, any cash tender 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 the Bank before such
transaction shall cease to constitute at least two-thirds of the Board of
Directors of the Bank or any successor institution.  For purposes hereof, a
"person" includes an individual, corporation, partnership, trust 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. [This Option Agreement shall not be considered an "Other Agreement" for
purposes of Section 9(c) of the employment agreement dated __________________,
198_ between the Optionee and the Bank.] 2/




---------------------------
2/   Change reference to "Section 2(c) of the severance agreement" if employee
has a severance agreement with the Bank; delete the sentence if employee has
neither an employment agreement nor a severance agreement.

                                         -3-

<PAGE>

              B.   EXERCISE BY OPTIONEE.  During the lifetime of the Optionee,
only the Optionee (or, in the event of the Optionee's legal incapacity or
incompetency, the Optionee's guardian or legal representative) may exercise the
Option.

               C.  TERMINATION OF EMPLOYMENT.  The Optionee may exercise the
Option only while the Optionee is an employee of the Bank or any "subsidiary
corporation" thereof within the meaning of Section 425(f) of the Code
(a "Subsidiary") or for 30 days thereafter, after which the Option shall
terminate, except as provided in Subsections D, E and F of this Section.  Upon
the Optionee's termination of employment, the Optionee may (subject to the
limitations on exercise set forth in Subsection H below) exercise all or any
part of the Option, to the extent it was exercisable at the time of the
termination of employment, at any time within 30 days after the termination of
employment and prior to the termination of the Option, as provided for in
Subsection G below.

               D.  RETIREMENT.  If the Optionee's termination of employment is
due to retirement with the consent of the Board of Directors of the Bank, the
Optionee may (subject to the limitations on exercise set forth in Subsection H
below) exercise all or any part of the Option, whether or not it was exercisable
at the time of the termination of employment, at any time within three months
after the termination of employment and prior to the termination of the Option,
as provided for in Subsection G below.

               E.  DEATH.  In the event of the Optionee's death either while
employed by the Bank or a Subsidiary or within the period following the
termination of employment with the Bank or a Subsidiary during which the Option
was exercisable pursuant to Subsection D or F of this Section, the personal
representative or legatees or distributees of the Optionee's estate, as the case
may be, shall have the right (subject to the limitations on exercise set forth
in Subsection H below) to exercise all or any part of the Option, whether or not
the option was exercisable on the date of the Optionee's death, at any time
within one year after the date of the Optionee's death.

               F.  DISABILITY.  If the Optionee's termination of employment is
by reason of "permanent and total disability" (within the meaning of Section
22(e)(3) of the Code), the Optionee or the guardian or legal representative
shall have the right (subject to the limitations on exercise set forth in
Subsection H below) to exercise all or any part of the Option, whether or not
the Option was exercisable at the time of the termination of employment, at any
time within one year after termination of employment.

                                         -4-
<PAGE>

               G.   TERMINATION OF OPTION.  The Option shall terminate upon 
the earlier of (i) the expiration of a period of ten years 3/ from the date 
of grant of the the expiration of in Section 1 above, (ii) 30 days after the 
termination of employment with the Bank or a Subsiary, unless such 
termination falls within the scope of this Subsection D, E, or F of Section, 
or (iii) in the event the termination of employment falls within the 
Subsection D, E or F of this Section, upon the expiration of the period after 
the Optionee's termination of employment with the Bank or a Subsidiary within 
which the Option is exercisable as specified in Subsection D, E or F of this 
Section, whichever is applicable.

               H.  LIMITATIONS ON EXERCISE OF OPTION.  Notwithstanding the
foregoing Subsections of this Section, in no event may the Option be exercised,
in whole or in part, after ten years 4/ following the date upon which the Option
is granted, as set forth in Section 1 above, or after the occurrence of an event
referred to in Section 9 below which results in termination of the Option.  In
no event may the Option be exercised for a fractional share.

               I.  REDUCTION IN NUMBER OF SHARES SUBJECT TO OPTION.  The number
of shares of Stock which may be purchased upon exercise of the Option pursuant
to this Section shall be reduced by (i) the number of shares of Stock previously
purchased upon exercise of the Option pursuant to this Section and (ii) the
number of SARs previously exercised pursuant to Section 5 below.

          4.  METHOD OF EXERCISE OF OPTION.  Subject to the terms and
conditions of this Option Agreement, the Option may be exercised by delivering
written notice of exercise to the Bank, at its principal office, addressed to
the attention of the Committee, which notice shall specify the number of shares
for which the Option is being exercised, and shall be accompanied by payment in
full of the Option Price of the shares for which the Option is being exercised.
Payment of the Option Price for the shares of Stock purchased pursuant to the




-----------------------------
3/   Five years for Optionees who own more than ten percent of the total
combined voting power of all classes of stock.

4/   Five years for Optionees who own more than ten percent of the total
combined voting power of all classes of stock.

                                         -5-

<PAGE>

exercise of the Option shall be made either (i) in cash or in cash equivalent;
(ii) through the tender to the Bank of shares of Stock, which shares shall be
valued, for purposes of determining the extent to which the Option Price has
been paid thereby, at their fair market value (determined in the manner
specified in the Plan) on the date of exercise; or (iii) by a combination of the
methods described in (i) and (ii).  If the person exercising the Option is not
the Optionee, such person shall also deliver with the notice of exercise
appropriate proof of his or her right to exercise the Option.  An attempt to
exercise the Option granted hereunder other than as set forth above shall be
invalid and of no force and effect.  Promptly after exercise of the Option as
provided for above, the Bank shall deliver to the person exercising the Option a
certificate or certificates for the shares of Stock being purchased.

         5.   EXERCISE OF SARs.  The SARs granted pursuant to this Option
Agreement shall be subject to exercise as follows:

               A.  TIME OF EXERCISE OF SARs.  The Optionee may exercise the
SARs, in whole or in part, only during the period commencing on the third
business day following the date of release by the Bank for publication of
quarterly or annual summary statements of sales and earnings and ending on the
twelfth business day following such release date, provided that such data
appears on a wire service, in a financial news service, in a newspaper of
general circulation, or is otherwise made publicly available; PROVIDED, HOWEVER,
that the SARs may be exercised by the Optionee only at such times and in such
amounts as the Optionee may exercise the Option granted pursuant to this Option
Agreement and in no event after the termination of the Option as set forth in
Subsections A and G of Section 3 above; provided, further, that in no event may
the SARs be exercised, in whole or in part, before the expiration of one year
from the date on which the Bank became subject to the reporting requirements of
Section 13 of the Securities Exchange Act of 1934; PROVIDED, FURTHER, that in no
event may the SARs be exercised, in whole or in part, before the expiration of
six months from the date of grant of the SARs, as set forth in Section 1 above,
and PROVIDED, FURTHER, that the SARs may be exercised only at such times as the
fair market value (determined in the manner specified in the Plan) of a share of
Stock on the exercise date of the SARs exceeds the Option Price.

               B.  EXERCISE BY OPTIONEE.  During the lifetime of the Optionee,
only the Optionee or the Optionee's guardian or legal representative may
exercise the SARs.


                                         -6-

<PAGE>

               C.  EXERCISE FOLLOWING DEATH OR OTHER TERMINATION OF EMPLOYMENT.
In the event of the Optionee's death or other termination of employment with the
Bank or a Subsidiary, the SARs may be exercised, in whole or in part, during the
period described in Subsection A above, by the Optionee or the Optionee's
guardian or legal representative, or by the personal representatives or
administrators or legatees or distributees of the Optionee's estate, as the case
may be; PROVIDED, HOWEVER, that the SARs may be exercised only at such times
following the Optionee's death or other termination of employment and in such
amounts and by such individuals as the Option may be exercised pursuant to
Subsections C, D, E or F of Section 3 above and in no event after the
termination of the Option as provided for in Subsection G of Section 3 above.

               D.  REDUCTION IN NUMBER OF SARs AVAILABLE FOR EXERCISE.  The
number of SARs which may be exercised pursuant to this Section shall be reduced
by (i) the number of shares of Stock previously purchased upon exercise of the
Option pursuant to Section 3 or 9(C) and (ii) the number of SARs previously
exercised pursuant to this Section.

          6.  METHOD OF EXERCISE OF SARs AND PAYMENT.  Subject to the terms and
conditions of this Option Agreement, the SARs may be exercised by delivering
written notice of exercise to the Bank, at its principal office, addressed to
the attention of the Committee, which notice shall specify the number of SARs
being exercised.  The date upon which such written notice is received by the
Bank shall be the exercise date of the SARs.  If the individual exercising the
SARs is not the Optionee, such individual shall also deliver with the notice of
exercise appropriate proof of his or her right to exercise the SARs.  Promptly
after the exercise of the SARs, the individual exercising the SARs shall receive
from the Bank in cash an amount equal to the difference between the fair market
value (determined in the manner specified in the Plan) of a share of Stock on
the exercise date and the Option Price, multiplied by the number of SARs being
exercised.

          7.  LIMITATIONS ON TRANSFER.  Neither the Option nor the SARs are
transferable by the Optionee, other than by will or the laws of descent and
distribution in the event of death of the Optionee.

          8.  RIGHTS AS SHAREHOLDER.  Neither the Optionee nor any executor,
administrator, distributee or legatee of the Optionee's estate shall be, or have
any of the rights or privileges of, a shareholder of the Bank in respect of any
shares of Stock transferable hereunder unless and until such

                                         -7-

<PAGE>

shares have been fully paid and certificates representing such shares have been
endorsed, transferred and delivered, and the name of the Optionee (or of such
personal representative, administrator, distributee or legatee of the Optionee's
estate) has been entered as the shareholder of record on the books of the Bank.

         9.   EFFECT OF CHANGES IN CAPITALIZATION.

               A.  CHANGES IN STOCK.  If the outstanding shares of Stock are
increased or decreased or changed into or exchanged for a different number or
kind of shares or other securities of the Bank by reason of any
recapitalization, reclassification, stock split-up, combination of shares,
exchange of shares, stock dividend or other distribution payable in capital
stock, or other increase or decrease in such shares effected without receipt of
consideration by the Bank occurring after the date the Option and SARs are
granted, a proportionate and appropriate adjustment shall be made by the Bank in
the number and kind of shares subject to the Option and SARs, so that the
proportionate interest of the Optionee immediately following such event shall,
to the extent practicable, be the same as immediately prior to such event.  Any
such adjustment in the Option and SARs shall not change the total Option Price
with respect to shares subject to the unexercised portion of the Option and SARs
but shall include a corresponding proportionate adjustment in the Option Price
per share.

               B.  REORGANIZATION IN WHICH THE BANK IS THE SURVIVING
CORPORATION.  Subject to Subsection C of this Section, if the Bank shall be the
surviving corporation in any reorganization, merger or consolidation of the Bank
with one or more other corporations, the Option and SARs shall pertain to and
apply to the securities to which a holder of the number of shares of Stock
subject to the Option and SARs would have been entitled immediately following
such reorganization, merger or consolidation, with a corresponding proportionate
adjustment of the Option Price per share so that the aggregate Option Price
thereafter shall be the same as the aggregate Option Price of the shares
remaining subject to the Option and SARs immediately prior to such
reorganization, merger or consolidation.

               C.  REORGANIZATION IN WHICH THE BANK IS NOT THE SURVIVING
CORPORATION OR SALE OF ASSETS OR STOCK.  Upon the dissolution or liquidation of
the Bank, or upon a merger, consolidation or reorganization of the Bank with one
or more other corporations in which the Bank is not the surviving corporation,
or upon a sale of substantially all of the assets

                                         -8-

<PAGE>

of the Bank to another corporation, or upon any transaction (including, without
limitation, a merger or reorganization in which the Bank is the surviving
corporation) approved by the Board which results in any person or entity owning
80 percent or more of the combined voting power of all classes of stock of the
Bank, the Option and SARs hereunder shall terminate, except to the extent
provision is made in connection with such transaction for the continuation
and/or the assumption of the option or SARs, or for the substitution for the
Option or SARs of new options or stock appreciation rights covering the stock of
a successor company, or a parent or subsidiary thereof, with appropriate
adjustments as to the number and kinds of shares and exercise prices, in which
event the Option and SARs shall continue in the manner and under the terms so
provided.  In the event of any such termination of the Option and SARs, the
Optionee shall have the right (subject to the limitations on exercise set forth
in Subsection H of Section 3 and Section 5 above), for 30 days immediately prior
to the occurrence of such termination, to exercise the Option and SARs in whole
or in part, whether or not the Optionee was otherwise entitled to exercise such
Option or SARs at the time such termination occurs.  The Bank shall send written
notice of an event that will result in such a termination to the Optionee not
later than the time at which the Bank gives notice thereof to its shareholders.

               D.  ADJUSTMENTS.  Adjustments specified in this Section relating
to stock or securities of the Bank shall be made by the Committee, whose
determination in that respect shall be final, binding and conclusive.  No
fractional shares of Stock or units of other securities shall be issued pursuant
to any such adjustment, and any fractions resulting from any such adjustment
shall be eliminated in each case by rounding downward to the nearest whole share
or unit.

          10. GENERAL RESTRICTIONS.  The Bank shall not be required to sell or
issue any shares of Stock under the Option or to pay cash under the SARs if the
sale or issuance of such shares or the exercise of the SARs would constitute a
violation by the individual exercising the Option or SARs or by the Bank of any
provision of any law or regulation of any governmental authority, including
without limitation any federal or state securities laws or regulations.  If at
any time the Bank shall determine, in its discretion, that the listing,
registration or qualification of any shares subject to the Option upon any
securities exchange or under any state or federal law, or the consent or
approval of any government regulatory body, is necessary or desirable as a
condition of, or in connection with, the issuance or purchase of shares or the
exercise of

                                         -9-

<PAGE>

SARs hereunder, the Option or SARs may not be exercised in whole or in part
unless such listing, registration, qualification, consent or approval shall have
been effected or obtained free of any conditions not acceptable to the Bank, and
any delay caused thereby shall in no way affect the date of termination of the
Option or SARs.  Any determination in this connection by the Bank shall be
final, binding, and conclusive.  The Bank shall not be obligated to take any
affirmative action in order to cause the exercise of the Option or the issuance
of shares pursuant thereto or the exercise of the SARs to comply with any law or
regulation of any governmental authority.  As to any jurisdiction that expressly
imposes the requirement that the Option or SARs shall not be exercisable unless
and until the shares of Stock covered by the Option are registered or are
subject to an available exemption from registration, the exercise of the Option
or SARs (under circumstances in which the laws of such jurisdiction apply) shall
be deemed conditioned upon the effectiveness of such registration or the
availability of such an exemption.

          11.  WITHHOLDING OF TAXES.  The parties hereto recognize that the
Bank or a Subsidiary may be obligated to withhold federal and local income taxes
and Social Security taxes to the extent that the Optionee realizes ordinary
income in connection with the exercise of the Option or SARs or in connection
with a disposition of any shares of Stock acquired by exercise of the Option.
The Optionee agrees that the Bank or a Subsidiary may withhold amounts needed to
cover such taxes from payments otherwise due and owing to the Optionee, and also
agrees that upon demand the Optionee will promptly pay to the Bank or a
Subsidiary having such obligation any additional amounts as may be necessary to
satisfy such withholding tax obligation.  Such payment shall be made in cash or
cash equivalent.

          12. NOTIFICATION OF DISPOSITION.  The Optionee agrees to notify the
Bank in writing of any disposition of shares of stock acquired by the Optionee
pursuant to the exercise of this Option within 30 days of such disposition.

          13. DISCLAIMER OF RIGHTS.  No provision in this Option Agreement
shall be construed to confer upon the Optionee the right to be employed by the
Bank or any Subsidiary, or to interfere in any way with the right and authority
of the Bank or any Subsidiary either to increase or decrease the compensation of
the Optionee at any time, or to terminate any employment or other relationship
between the Optionee and the Bank or any Subsidiary.

                                         -10-

<PAGE>

           14.     INTERPRETATION OF THIS OPTION AGREEMENT.  All decisions and
interpretations made by the Committee or the Board of Directors of the Bank with
regard to any question arising under the Plan or this Option Agreement shall be
binding and conclusive on the Bank and the Optionee and any other person
entitled to exercise the Option or SARs as provided for herein.  In the event
that there is any inconsistency between the provisions of this Option Agreement
and of the Plan, the provisions of the Plan shall govern.

          15. GOVERNING LAW.  This Option Agreement is executed pursuant to and
shall be governed by the laws of the State of Connecticut (but not including the
choice of law rules thereof).

          16. BINDING EFFECT.  Subject to all restrictions provided for in this
Option Agreement and by applicable law relating to assignment and transfer of
this Option Agreement and the option and stock appreciation rights provided for
herein, this Option Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective heirs, executors, administrators,
successors, and assigns.

          17. NOTICE.  Any notice hereunder by the Optionee to the Bank shall
be in writing and shall be deemed duly given if mailed or delivered to the Bank
at its principal office, addressed to the attention of the Committee, or if so
mailed or delivered to such other address as the Bank may hereafter designate by
notice to the Optionee.  Any notice hereunder by the Bank to the Optionee shall
be in writing and shall be deemed duly given if mailed or delivered to the
Optionee at the address specified below by the Optionee for such purpose, or if
so mailed or delivered to such other address as the Optionee may hereafter
designate by written notice given to the Bank.

          18.  ENTIRE AGREEMENT.  This Option Agreement constitutes the entire
agreement and supersedes all prior understandings and agreements, written or
oral, of the parties hereto with respect to the subject matter hereof.  Neither
this Option Agreement nor any term hereof may be amended, waived, discharged or
terminated except by a written instrument signed by the Bank and the Optionee;
PROVIDED, HOWEVER, that the Bank unilaterally may waive any provision hereof in
writing to the extent that such waiver does not adversely affect the interests
of the Optionee hereunder or otherwise cause the Option granted hereunder not to
qualify as an "incentive stock option" within the meaning of Section 422A of the
Code, but no such waiver shall operate as or be construed to be a subsequent
waiver of the same provision or a waiver of any other provision hereof.

                                         -11-

<PAGE>

          IN WITNESS WHEREOF, the parties hereto have duly executed this Option
Agreement, or caused this Option Agreement to be duly executed on their behalf,
as of the day and year first above written.



ATTEST:                                DERBY SAVINGS BANK


                                       By:
-----------------------------------        ------------------------------------

                                       Title:
                                              ---------------------------------



                                       OPTIONEE:


                                       ----------------------------------------


                                       ADDRESS FOR NOTICE TO OPTIONEE:

                                       ----------------------------------------
                                       Number              Street


                                       ----------------------------------------
                                       City      State     Zip Code




                                         -12-


<PAGE>


                                  DERBY SAVINGS BANK

                           INCENTIVE STOCK OPTION AGREEMENT


         This Stock  Option  Agreement  (the "Option  Agreement") is made as of 
the _________ day of _______________________ 1987, by  and between Derby Savings
Bank, a Connecticut-chartered savings bank (the "Bank"), and __________________,
an employee of the Bank (the "Optionee").

          WHEREAS, the Board of Directors of the Bank has duly adopted, and the
shareholders of the Bank have approved, a Stock Option Plan (the "Plan"), which
authorizes the Bank to grant to eligible individuals options for the purchase of
shares of the Bank's Common Stock, $1.00 par value (the "Stock"); and

          WHEREAS, the Bank has determined that it is desirable and in its best
interests to grant to the Optionee, pursuant to the Plan, an option to purchase
a certain number of shares of Stock, in order to provide the Optionee with an
incentive to advance the interests of the Bank, all according to the terms and
conditions set forth herein;

          NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties hereto do hereby agree as follows:

          1.  GRANT OF OPTION.   Subject to the terms of the Plan (attached
hereto as Exhibit A, the terms of which are incorporated by reference herein),
the Bank hereby grants to the Optionee the right and option (the "Option') to
purchase from the Bank, on the terms and subject to the conditions
hereinafter set forth, _____________________ shares of Stock.   This Option
shall constitute an incentive stock option within the meaning of Section 422A of
the Internal Revenue Code of 1986, as amended (the Code").  The date of grant of
this Option is __________________________, _________________________ the date on
which the grant of the Option was approved by the Stock Option Committee of the 
Board of Directors of the Bank (the "Committee").

         2.    PRICE.  The  purchase price (the  "Option  Price") for the 
shares of Stock subject to the Option granted by this Option Agreement is 
$_______________________ per share, which price is not less than 100 percent 
of the fair market value of the Stock, as

<PAGE>

determined by the Bank, on the date of grant of this Option.  */

          3.  EXERCISE OF OPTION.  Except as otherwise provided herein, the
Option granted pursuant to this Option Agreement shall be subject to exercise as
follows:

               A.  TIME OF EXERCISE OF OPTION.  The Optionee may exercise the
Option (subject to the limitations on exercise set forth in Subsection H below),
in installments as follows: the Option may be exercised in respect of 20 percent
of the aggregate number of shares specified in Section 1 above on each of the
first, second, third, fourth, and fifth anniversaries of the date of grant of
the Option, as set forth in Section 1 above; PROVIDED, HOWEVER, that in the
event of a "change in control" of the Bank, as defined in the next sentence
below, the Option shall become immediately exercisable in full, except to the
extent that the foregoing waiver of installment limitations, taking into account
all other payments or benefits to or for the Optionee under all other
agreements, understandings, and formal or informal plans or arrangements for the
direct or indirect provision of compensation to the Optionee, would cause the
Optionee to be considered to have received a "parachute payment" within the
meaning of Section 28OG(b)(2) of the Code that would reduce the total after-tax
compensation, as determined for purposes of Section 28OG of the Code, received
by the Optionee by reason of such change in control to an amount which is less
than that which would be received in the absence of such waiver.  For purposes
of this Option Agreement, a "change in control" of the Bank shall be deemed to
have taken place if (i) any person becomes the beneficial owner of 20 percent or
more of the total number of voting shares of the Bank; (ii) any person becomes
the beneficial owner of 10 percent or more, but less than 20 percent of the
total number of voting shares of the Bank, if the Board of Directors of the Bank
has made a determination that such beneficial ownership constitutes or will
constitute control of the Bank; (iii) any person (other than the persons named
as proxies solicited on behalf of the Board of Directors of the Bank) holds
revocable or irrevocable proxies, as to the election or removal of two or more
directors of the Bank, for 25 percent or more of the total number of voting
shares of the Bank; (iv) any person has commenced a tender or exchange offer, or
entered into an agreement or received an option, to acquire beneficial ownership
of 20 percent or more of the total number of voting shares of the Bank, whether
or not the requisite

----------------
-*/ 110 percent for Optionees who own more than ten percent of the total
combined voting power of all classes of stock.

                                         -2-

<PAGE>

regulatory approval for such acquisition has been received; or (v) as the 
result of, or in connection with, any cash tender 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 
the Bank before such transaction shall cease to constitute at least 
two-thirds of the Board of Directors of the Bank or any successor 
institution.  For purposes hereof, a "person" includes an individual, 
corporation, partnership, trust 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.  This Option 
Agreement shall not be considered an "Other Agreement" for purposes of 
Section 9(c) of the employment agreement dated ______________________, 198_, 
between the Optionee and  the Bank.  The foregoing installments, to the 
extent not exercised, shall accumulate and be exercisable, in whole or in 
part, at any time and from time to time, after becoming exercisable and prior 
to the termination of the Option as provided for in Subsection G below; 
PROVIDED, that no single exercise of the Option shall be for less than 100 
shares, unless the number of shares purchased is the total number at the time 
available for purchase under this Option.

               B.  EXERCISE BY OPTIONEE.  During the lifetime of the Optionee,
only the Optionee (or, in the event of the Optionee's legal incapacity or
incompetency, the Optionee's guardian or legal representative) may exercise the
Option.

               C.  TERMINATION OF EMPLOYMENT.  The Optionee may exercise the
Option only while the Optionee is an employee of the Bank or any "subsidiary
corporation" thereof within the meaning of Section 425(f) of the Code (a
"Subsidiary"), and upon the Optionee's termination of employment with the Bank
or a Subsidiary, the Option shall terminate, except as provided in Subsections
D, E and F of this Section.

               D.  RETIREMENT.  If the Optionee's termination of employment is
due to retirement with the consent of the Board of Directors of the Bank, the
Optionee may (subject to the limitations on exercise set forth in Subsection H
below) exercise all or any part of the Option, whether or not it was exercisable
at the time of the termination of employment, at any time within three months
after the termination of employment and prior to the termination of the Option,
as provided for in Subsection G below.

               E.  DEATH.  In the event of the Optionee's death either while
employed by the Bank or a Subsidiary or within the

                                         -3-

<PAGE>

period following the termination of employment with the Bank or a Subsidiary
during which the Option was exercisable pursuant to Subsection D or F of this
Section, the personal representative or legatees or distributees of the
Optionee's estate, as the case may be, shall have the right (subject to the
limitations on exercise set forth in Subsection H below) to exercise all or any
part of the Option, whether or not the Option was exercisable on the date of the
Optionee's death, at any time within one year after the date of the Optionee's
death.

               F.  DISABILITY.  If the Optionee's termination of employment is
by reason of "permanent and total disability" (within the meaning of Section
22(e)(3) of the Code), the Optionee or the guardian or legal representative
shall have the right (subject to the limitations on exercise set forth in
Subsection H below) to exercise all or any part of the Option, whether or not
the Option was exercisable at the time of the termination of employment, at any
time within one year after termination of employment.

               G.  TERMINATION OF 0PTION.  The Option shall terminate upon the
earlier of (i) the expiration of a period of ten years */ from the date of grant
of the Option, as set forth in Section 1 above, (ii) the Optionee's termination
of employment with the Bank or a Subsidiary, unless such termination falls
within the scope of Subsection D, E or F of this Section, or (iii) in the event
the Optionee's termination of employment falls within the scope of Subsection D,
E or F of this Section, upon the expiration of the period after the Optionee's
termination of employment with the Bank or a Subsidiary within which the Option
is exercisable as specified in Subsection D, E or F of this Section, whichever
is applicable.

               H.  LIMITATIONS ON EXERCISE OF OPTION.  Notwithstanding the
foregoing Subsections of this Section, in no event may the Option be exercised,
in whole or in part, after ten years */ following the date upon which the Option
is granted, as set forth in Section 1 above, or after the occurrence of an event
referred to in Section 7 below which results in termination of the Option.  In
no event may the Option be exercised for a fractional share.  Notwithstanding
any other provision of this Option Agreement, to the extent required by Section
422A of the Code, the aggregate fair market value (determined at the time the
option is granted) of the

-----------------
*/ Five years for Optionees who own more than ten percent of the total combined
voting power of all classes of stock.

                                         -4-

<PAGE>

stock with respect to which "incentive stock options" (within the meaning of
Section 422A of the Code) are exercisable for the first time by the Optionee in
any calendar year (under the Plan and all other stock option plans of the
Optionee's employer corporation and its parent and subsidiary corporations
within the meaning of Section 422A(b)(7) of the Code) shall not exceed $100,000.

          4.  METHOD OF EXERCISE OF Option.  Subject to the terms and 
conditions of this Option Agreement, the Option may be exercised by 
delivering written notice of exercise to the Bank, at its principal office, 
addressed to the attention of the Committee, which notice shall specify the 
number of shares for which the Option is being exercised, and shall be 
accompanied by payment in full of the Option Price of the shares for which 
the Option is being exercised. Payment of the Option Price for the shares of 
Stock purchased pursuant to the exercise of the Option shall be made either 
(i) in cash or in cash equivalent; (ii) through the tender to the Bank of 
shares of Stock, which shares shall be valued, for purposes of determining 
the extent to which the Option Price has been paid thereby, at their fair 
market value (determined in the manner specified in the Plan) on the date of 
exercise; or (iii) by a combination of the methods described in (i) and (ii). 
if the person exercising the Option is not the Optionee, such person shall 
also deliver with the notice of exercise appropriate proof of his or her 
right to exercise the Option.  An attempt to exercise the Option granted 
hereunder other than as set forth above shall be invalid and of no force and 
effect.  Promptly after exercise of the Option as provided for above, the 
Bank shall deliver to the person exercising the Option a certificate or 
certificates for the shares of Stock being purchased.

          5.  LIMITATIONS ON TRANSFER.  The Option is not transferable by the
Optionee, other than by will or the laws of descent and distribution in the
event of death of the Optionee.

          6.  RIGHTS AS SHAREHOLDER.  Neither the Optionee nor any executor,
administrator, distributee or legatee of the Optionee's estate shall be, or have
any of the rights or privileges of, a shareholder of the Bank in respect of any
shares of Stock transferable hereunder unless and until such shares have been
fully paid and certificates representing such shares have been endorsed,
transferred and delivered, and the name of the Optionee (or of such personal
representative, administrator, distributee or legatee of the Optionee's estate)
has been entered as the shareholder of record on the books of the Bank.

                                         -5-

<PAGE>

         7.   EFFECT OF CHANGES IN CAPITALIZATION.

               A.  CHANGES IN STOCK.  If the outstanding shares of Stock are
increased or decreased or changed into or exchanged for a different number or
kind of shares or other securities of the Bank by reason of any
recapitalization, reclassification, stock split-up, combination of shares,
exchange of shares, stock dividend or other distribution payable in capital
stock, or other increase or decrease in such shares effected without receipt of
consideration by the Bank occurring after the date the Option is granted, a
proportionate and appropriate adjustment shall be made by the Bank in the number
and kind of shares subject to the Option, so that the proportionate interest of
the Optionee immediately following such event shall, to the extent practicable,
be the same as immediately prior to such event.  Any such adjustment in the
Option shall not change the total Option Price with respect to shares subject to
the unexercised portion of the Option but shall include a corresponding
proportionate adjustment in the Option Price per share.

               B.  REORGANIZATION IN WHICH THE BANK IS SURVIVING CORPORATION. 
Subject to Subsection C of this Section, if the Bank shall be the surviving
corporation in any reorganization, merger or consolidation of the Bank with one
or more other corporations, the Option shall pertain to and apply to the
securities to which a holder of the number of shares of Stock subject to the
Option would have been entitled immediately following such reorganization,
merger or consolidation, with a corresponding proportionate adjustment of the
option Price per share so that the aggregate Option Price thereafter shall be
the same as the aggregate Option Price of the shares remaining subject to the
Option immediately prior to such reorganization, merger or consolidation.

               C.  REORGANIZATION IN WHICH THE BANK IS NOT THE SURVIVING
CORPORATION OR SALE OF ASSETS OR STOCK.  Upon the dissolution or liquidation of
the Bank, or upon a merger, consolidation or reorganization of the Bank with one
or more other corporations in which the Bank is not the surviving corporation,
or upon a sale of substantially all of the assets of the Bank to another
corporation, or upon any transaction (including, without limitation, a merger or
reorganization in which the Bank is the surviving corporation) approved by the
Board which results in any person or entity owning 80 percent or more of the
combined voting power of all classes of stock of the Bank, the Option hereunder
shall terminate, except to the extent provision is made in connection with such
transaction for the continuation and/or the assumption of the Option, or

                                         -6-

<PAGE>

for the substitution for the Option of new options covering the stock of a
successor company, or a parent or subsidiary thereof, with appropriate
adjustments as to the number and kinds of shares and exercise prices, in which
event the Option shall continue in the manner and under the terms so provided. 
In the event of any such termination of the Option, the Optionee shall have the
right (subject to the limitations on exercise set forth in Subsection H of
Section 3 above), for 30 days immediately prior to the occurrence of such
termination, to exercise the Option in whole or in part, whether or not the
Optionee was otherwise entitled to exercise such Option at the time such
termination occurs.  The Bank shall send written notice of an event that will
result in such a termination to the Optionee not later than the time at which
the Bank gives notice thereof to its shareholders.

               D.  ADJUSTMENTS.  Adjustments specified in this Section
relating to stock or securities of the Bank shall be made by the Committee,
whose determination in that respect shall be final, binding and conclusive.  No
fractional shares of Stock or units of other securities shall be issued pursuant
to any such adjustment, and any fractions resulting from any such adjustment
shall be eliminated in each case by rounding downward to the nearest whole share
or unit.

          8.  GENERAL RESTRICTIONS.  The Bank shall not be required to sell or
issue any shares of Stock under the Option if the sale or issuance of such
shares would constitute a violation by the individual exercising the Option or
by the Bank of any provision of any law or regulation of any governmental
authority, including without limitation any federal or state securities laws or
regulations.  If at any time the Bank shall determine, in its discretion, that
the listing, registration or qualification of any shares subject to the Option
upon any securities exchange or under any state or federal law, or the consent
or approval of any government regulatory body, is necessary or desirable as a
condition of, or in connection with, the issuance or purchase of shares
hereunder, the Option may not be exercised in whole or in part unless such
listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Bank, and any
delay caused thereby shall in no way affect the date of termination of the
Option.  Any determination in this connection by the Bank shall be final,
binding, and conclusive.  The Bank shall not be obligated to take any
affirmative action in order to cause the exercise of the Option or the issuance
of shares pursuant thereto to comply with any law or regulation of any
governmental authority.  As to any jurisdiction that expressly

                                         -7-

<PAGE>

imposes the requirement that the Option shall not be exercisable unless and
until the shares of Stock covered by the Option are registered or are subject to
an available exemption from registration, the exercise of the Option (under
circumstances in which the laws of such jurisdiction apply) shall be deemed
conditioned upon the effectiveness of such registration or the availability of
such an exemption.

          9.  WITHHOLDING OF TAXES.  The parties hereto recognize that the Bank
or a Subsidiary may be obligated to withhold federal and local income taxes and
Social Security taxes to the extent that the Optionee realizes ordinary income
in connection with the exercise of the Option or in connection with a
disposition of any shares of Stock acquired by exercise of the Option.  The
Optionee agrees that the Bank or a Subsidiary may withhold amounts needed to
cover such taxes from payments otherwise due and owing to the Optionee, and also
agrees that upon demand the Optionee will promptly pay to the Bank or a
Subsidiary having such obligation any additional amounts as may be necessary to
satisfy such withholding tax obligation.  Such payment shall be made in cash or
cash equivalent.

          10. NOTIFICATION OF DISPOSITION.  The Optionee agrees to notify the
Bank in writing of any disposition of shares of stock acquired by the Optionee
pursuant to the exercise of this Option within 30 days of such disposition.

          11.  DISCLAIMER OF RIGHTS.  No provision in this Option Agreement
shall be construed to confer upon the Optionee the right to be employed by the
Bank or any Subsidiary, or to interfere in any way with the right and authority
of the Bank or any Subsidiary either to increase or decrease the compensation of
the Optionee at any time, or to terminate any employment or other relationship
between the Optionee and the Bank or any Subsidiary.

          12. INTERPRETATION OF THIS OPTION AGREEMENT.  All decisions and
interpretations made by the Committee or the Board of Directors of the Bank with
regard to any question arising under the Plan or this Option Agreement shall be
binding and conclusive on the Bank and the Optionee and any other person
entitled to exercise the Option as provided for herein.  In the event that there
is any inconsistency between the provisions of this Option Agreement and of the
Plan, the provisions of the Plan shall govern.

          13. GOVERNING LAW.  This Option Agreement is executed pursuant to and
shall be governed by the laws of the State of Connecticut (but not including the
choice of law rules thereof).

                                         -8-

<PAGE>

           14. BINDING EFFECT.  Subject to all restrictions provided for in
this Option Agreement and by applicable law relating to assignment and transfer
of this Option Agreement and the option provided for herein, this Option
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective heirs, executors, administrators, successors, and assigns.

          15. NOTICE.  Any notice hereunder by the Optionee to the Bank shall
be in writing and shall be deemed duly given if mailed or delivered to the Bank
at its principal office, addressed to the attention of the Committee, or if so
mailed or delivered to such other address as the Bank may hereafter designate by
notice to the Optionee.  Any notice hereunder by the Bank to the Optionee shall
be in writing and shall be deemed duly given if mailed or delivered to the
Optionee at the address specified below by the Optionee for such purpose, or if
so mailed or delivered to such other address as the Optionee may hereafter
designate by written notice given to the Bank.

          16.  ENTIRE AGREEMENT.  This Option Agreement constitutes the entire
agreement and supersedes all prior understandings and agreements, written or
oral, of the parties hereto with respect to the subject matter hereof.  Neither
this Option Agreement nor any term hereof may be amended, waived, discharged or
terminated except by a written instrument signed by the Bank and the Optionee;
PROVIDED, HOWEVER, that the Bank unilaterally may waive any provision hereof in
writing to the extent that such waiver does not adversely affect the interests
of the Optionee hereunder or otherwise cause the Option granted hereunder not to
qualify as an "incentive stock option" within the meaning of Section 422A of the
Code, but no such waiver shall operate as or be construed to be a subsequent
waiver of the same provision or a waiver of any other provision hereof.

                                         -9-



<PAGE>

         IN WITNESS WHEREOF, the parties hereto have duly executed this Option
Agreement, or caused this Option Agreement to be duly executed on their behalf,
as of the day and year first above written.

ATTEST:                                DERBY SAVINGS BANK

-----------------------------------    By: -----------------------------

                                       Title: --------------------------

                                       OPTIONEE:

                                       ---------------------------------

                                       ADDRESS FOR NOTICE TO OPTIONEE:

                                       ---------------------------------
                                       Number              Street

                                       ---------------------------------
                                       City      State          Zip Code

                                         -10-