EXHIBIT 10.6

     EMPLOYMENT AGREEMENT BETWEEN NMBT AND JAY C. LENT DATED JANUARY 1, 1999



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                              EMPLOYMENT AGREEMENT


         THIS  AGREEMENT  is made and entered into as of the 1st day of January,
1999,  by and  between  NMBT,  a  Connecticut  bank and trust  company  with its
principal  office  and  place  of  business  at 55  Main  Street,  New  Milford,
Connecticut  06776 (the  "Bank"),  and Jay C. Lent,  residing  at 17 North Shore
Drive, New Fairfield, Connecticut 06813 ("Employee").

                              W I T N E S S E T H:

         WHEREAS,  Employee has been and continues to be employed by the Bank in
a management capacity;

         WHEREAS,  Employee  is willing to  continue to work for the Bank on the
terms and conditions set forth herein;

         NOW THEREFORE,  in consideration of the mutual terms herein  contained,
the parties hereto,  intending to be legally bound, do hereby mutually  covenant
and agree as follows:

         I.       EMPLOYMENT.

         The Bank agrees to employ Employee for the Term of Employment,  as such
term is defined in Section 2.6 hereof,  in the same position that Employee holds
on the date of this Agreement,  and Employee  accepts such employment and agrees
to serve in such capacity upon the terms and conditions hereinafter set forth.

         II.      DEFINITIONS.

         The following terms shall have the following meanings:

         2.1      "Cause," shall mean:

                  (a)      Employee's  breach  of  his  obligations  under  this
                           Agreement,  if such breach  shall not have been cured
                           by Employee within thirty (30) days after  Employee's
                           receipt from the Bank of written  notice of a claimed
                           breach; or

                  (b)      willful  misconduct by Employee,  including,  but not
                           limited to, the commission by Employee of a felony or
                           the perpetration by Employee of common law fraud upon
                           the Bank; or

                  (c)      violation by Employee of one or more federal or state
                           banking  laws,  including   regulations   promulgated
                           thereunder, which, considered separately or together,
                           is  deemed  to  be  a  significant   violation,   the
                           existence  and  significance  of  such  violation  or
                           violations  to be  determined  in good  faith  by the
                           Board of  Directors of the Bank (the  "Board")  after
                           consultation with counsel;  such

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                           determination need not await final adjudication of an
                           alleged  violation or  violations  by the  applicable
                           federal    or   state    bank    regulatory    agency
                           (collectively, "Bank Regulators"); or

                  (d)      conduct by Employee  which is subject to criticism by
                           Bank Regulators and which criticism the Board,  after
                           consultation  with  counsel,  deems in good  faith to
                           adversely  affect  the  Bank,  including  the  Bank's
                           standing with Bank Regulators; or

                  (e)      Failure  To  Adhere  To   Performance   and   Conduct
                           Criteria, as defined below; or

                  (f)      prior to a Change-in-Control,  as defined below, such
                           other conduct as may constitute  cause under the laws
                           of Connecticut.

                  2.2 A  "Change-in-Control"  shall be deemed  to have  occurred
with  respect  to the Bank if any  "Person,"  as defined  in  Section  2.5,  has
acquired  beneficial  ownership or effective control of the Bank. A Person shall
be deemed to have acquired beneficial ownership or effective control if:

                  (a)      the Person  directly or indirectly or acting  through
                           one  (1) or more  other  Persons  beneficially  owns,
                           controls,  or has power to vote  twenty-five  percent
                           (25%) or more of the voting common stock of the Bank;
                           or

                  (b)      the Person acquires all or  substantially  all of the
                           assets and businesses of the Bank; or

                  (c)      the Person controls the election of a majority of the
                           directors of the Bank; or

                  (d)      the Board of  Directors of the Bank  determines  that
                           the  Person   directly  or  indirectly   exercises  a
                           controlling influence over the management or policies
                           of the Bank; or

                  (e)      the Person (i) is a party to a merger, consolidation,
                           or  any   other   form   of   reorganization   having
                           substantially   the  same   effect  as  a  merger  or
                           consolidation  with the  Bank,  and (ii)  immediately
                           prior to such transaction the Person had total assets
                           as of the end of its most recent fiscal year equal to
                           or greater  than  twenty  percent  (20%) of the total
                           assets  of the Bank as of the end of its most  recent
                           fiscal year.

                  Notwithstanding the foregoing, a "Change-in-Control" shall not
be deemed to have  occurred  if (i) a majority of the  directors  of the Bank in
office prior to the events described in (a), (b), or (c) above shall so vote not
later than thirty (30) days  following  the event,  and (ii)  Employee  shall so
agree in writing.  Beneficial ownership shall be determined under the provisions
of Securities Exchange Act Rule 13d-3, (17 C.F.R. & 240.13d-3) as amended and in
effect on the date

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of this Agreement.

                  2.3 "Code"  shall mean the Internal  Revenue Code of 1986,  as
amended.

                  2.4 "Failure To Adhere To  Performance  and Conduct  Criteria"
shall mean failure by Employee to adhere to performance  and conduct  guidelines
set forth by the CEO and/or the Board,  from time to time;  and further that the
Employee,  in the sole and good faith opinion of the Board,  had not  adequately
corrected  such failure within 30 days after  Employee's  receipt from the Board
and/or  the  CEO of  written  notice  that  he has  failed  to  adhere  to  such
guidelines.

                  2.5 A "Person" shall mean a natural  person,  corporation,  or
other  entity.  When  two  (2) or more  Persons  act as a  partnership,  limited
partnership, syndicate, or other group for the purpose of acquiring, holding, or
disposing of the Bank common stock, such partnership,  syndicate, or group shall
be considered a Person.

                  2.6 "Term of Employment"  shall mean the period  commencing as
of the date of this  Agreement  and  ending  on  December  31,  1999;  provided,
however,  the Term of  Employment  shall  automatically  be extended to the next
subsequent 31st day of December if the Board has not advised Employee in writing
prior to 30 days of the expiration date of each such Term of Employment that the
Term of  Employment  shall  not be so  extended.  For  example,  if the Board of
Directors  has not  advised  Employee  by  November  30,  1999  that the Term of
Employment  will not be extended  beyond  December  31,  1999;  then the Term of
Employment shall automatically be extended until December 31, 2000; if the Board
of  Directors  has not advised  Employee  by November  30, 2000 that the Term of
Employment  will not be extended  beyond  December  31,  2000,  then the Term of
Employment   shall   automatically   be  extended   until   December  31,  2001.
Notwithstanding  anything to the contrary,  the term of employment  shall not be
extended beyond December 31, 2001.

         III.     DUTIES OF EMPLOYMENT.

                  3.1 The Bank  hereby  employs  Employee  and  Employee  hereby
accepts such employment as Executive Vice President and Chief Financial  Officer
of the Bank  during the Term of  Employment  upon the terms and  conditions  set
forth herein.  During the Term of  Employment,  Employee will serve as Executive
Vice  President  and Chief  Financial  Officer of the Bank and will perform such
other duties  commensurate  with his position as Executive  Vice  President  and
Chief Financial  Officer as the CEO and/or the Board may assign to him. Employee
agrees that during the Term of Employment, he will apply, in good faith and on a
full-time basis (allowing for usual vacations and absence due to sickness),  all
of his skill and experience to the performance of his duties in such employment,
and will adhere, in good faith, to the laws and regulations of federal and state
banking  regulatory  agencies which may be promulgated  from time to time. It is
understood that Employee may have other business  investments or  directorships,
which may,  from time to time,  require  minor  portions of his time,  but which
shall not interfere or be inconsistent with his duties hereunder.



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         IV.      COMPENSATION AND BENEFITS DURING TERM OF EMPLOYMENT.

                  4.1 The Bank shall pay Employee  during the Term of Employment
$135,000 per annum paid on a monthly  basis,  with such increases as provided in
Section 4.2 below,  as salary (the  "Salary").  The Bank may also pay such bonus
compensation  ("Bonus  Compensation")  as may be  determined  by  the  Board  of
Directors of the Bank in its sole discretion.

                  4.2 If this  Agreement  is  extended  pursuant  to Section 2.6
above,  the Salary for such extension  period,  or periods,  as the case may be,
will be determined by the Board of Directors in its sole discretion.

                  4.3 Employee  shall be entitled to  participate in any plan of
the Bank relating to stock options,  stock purchases,  pensions,  thrift, profit
sharing,   group  life  insurance,   health,  dental  and  disability  coverage,
education, or other retirement or employee benefits that the Bank has adopted or
may adopt for the benefit of its  employees.  Employee shall also be entitled to
participate in any other fringe benefits which are now or may become  applicable
to the Bank's employees and any other benefits which are  commensurate  with the
duties and responsibilities to be performed by Employee under this Agreement.

                  4.4  The  Bank  will  reimburse  Employee  for  necessary  and
reasonable business expenses related to the business of the Bank incurred by him
in the  performance of his duties  hereunder.  Employee will be entitled to such
reimbursement  upon providing to the Bank appropriate  documentation or receipts
reflecting any such business expenses.

                  4.5 Employee  will be entitled to four weeks of paid  vacation
during each calendar year during the Term of Employment  hereof,  to be taken at
such times as shall not  unreasonably  interfere with or impede the operation of
the Bank.

                  4.6 During the Term of this  Agreement,  the Bank will provide
Employee  with the use of a 1998  vehicle.  When the vehicle is 36 months old or
has been driven 50,000 miles,  whichever comes first,  the Bank will review this
policy and in its discretion furnish Employee with a new vehicle, allow Employee
to  continue  to use the  vehicle  noted  above,  or  provide  Employee  with an
automobile allowance.

         V.       TERMINATION OF EMPLOYMENT.

                  5.1 If Employee's employment is unilaterally terminated by the
Bank during the Term of  Employment  for any reason  other than (i) Cause,  (ii)
permanent  and total  disability  (as  defined in Section  22(e) of the Code) or
death, or (iii) in connection with or within one year after a Change-In-Control,
Employee shall be entitled to receive, and the Bank shall be obligated to pay to
Employee,  severance  pay in an amount  equal to the  greater of (A)  Employee's
Salary as defined in Section 4.1 for the number of months  remaining in the Term
of  Employment,  or (B) an amount equal to the then current  monthly  portion of
Employee's  Salary multiplied by the number (not to exceed 12) of years, or part
thereof,  Employee has been employed by the Bank, or (C) Employee's Salary for a
period of six months.

                  5.2 In addition to the severance  payment described in Section
5.1 that is payable

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to Employee,  the following shall apply in the event of any termination  without
Cause or in the event of any  termination  subject to Section  5.3  hereof:  (1)
Employee shall continue to receive life, health,  dental and disability coverage
substantially  equivalent  to the coverage  maintained  by the Bank for Employee
prior to termination for a period of six months;  provided the Bank continues to
provide such coverage to its executive officers;  (2) and all insurance or other
provisions for  indemnification  or defense of officers or directors of the Bank
which are in effect on the date of  termination  of Employee  shall continue for
the benefit of Employee with respect to all of his acts and  omissions  while an
officer or  director  as fully and  completely  as if such  termination  had not
occurred, and until the final expiration or running of all periods of limitation
which may be applicable to such acts or omissions,  provided the Bank  continues
to provide such coverage to its executive officers and directors.

                  5.3  If   during   the   Term  of   Employment   there   is  a
Change-In-Control and Employee's  employment is terminated  voluntarily for Good
Reason,  as defined in Section  5.4, or  involuntarily  for a reason  other than
Cause, in connection with or within one year after a Change-In-Control, Employee
shall be entitled to receive a cash  severance  as provided  for in this Section
unless such  termination  occurs by virtue of normal  retirement,  permanent and
total disability (as defined in Section 22(e) of the Code) or death.  Subject to
Section 5.4 below, the amount of the severance payment shall equal (i) two times
Employee's  average  annual  Salary  which  was  payable  by the  Bank  and  was
includable by Employee in his gross income for federal  income tax purposes with
respect to the five most recent  taxable years of Employee  ending prior to such
Change-In-Control  (or such portion of such period  during which  Employee was a
full-time  employee  of the Bank),  less (ii) one  dollar.  Notwithstanding  the
foregoing,  Employee  shall be  required,  at the sole  option of the  Bank,  to
continue  his   employment   hereunder   through  the  occurrence  of  any  such
Change-In-Control  and a reasonable  transition period thereafter.  In addition,
Section 5.2 shall apply in the case of any termination of employment  within the
scope of this Section 5.3.

                  5.4 "Good Reason" shall be deemed to have occurred if Employee
terminates his employment for any of the following reasons:

                  (a)      without  Employee's  express  written  consent,   the
                           assignment  to  Employee  of any duties  inconsistent
                           with Employee's positions,  duties,  responsibilities
                           and  status  with  the  Bank  immediately   before  a
                           Change-In-Control,  or any removal of Employee  from,
                           or any  failure  to  re-elect  Employee  to, any such
                           positions,  except in connection with the termination
                           of Employee's employment as a result of permanent and
                           total  disability (as defined in Section 22(e) of the
                           Code) or death;

                  (b)      a   reduction   in   Employee's   Salary   in  effect
                           immediately before a Change-In-Control;

                  (c)      the failure of the Person  substantially  to maintain
                           and  to  continue  Employee's  participation  in  the
                           benefit  plans  as in  effect  immediately  before  a
                           Change-In-Control,  of the taking of any action which
                           would
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                           materially  reduce the Employee's  benefits under any
                           of such plans or  deprive  Employee  of any  material
                           fringe benefit enjoyed by Employee immediately before
                           a Change-In-Control;

                  (d)      the   change  of   Employee's   principal   place  of
                           employment  to a  location  more  than 25 miles  from
                           Employee's current principal place of employment.

                  5.5  Notwithstanding any other provisions of this Agreement or
of any other  agreement,  contract,  or  understanding  heretofore  or hereafter
entered  into  by  Employee  with  the  Bank  (the  "Other   Agreements"),   and
notwithstanding  any formal or informal plan or other arrangement  heretofore or
hereafter  adopted  by  the  Bank  for  the  direct  or  indirect  provision  of
compensation  to  Employee  (including  groups or  classes  of  participants  or
beneficiaries of which Employee is a member),  whether or not such  compensation
is  deferred,  is in cash,  or is in the form of a benefit to or for Employee (a
"Benefit  Plan"),  Employee  shall not have any right to receive  any payment or
other benefit under this Agreement,  any Other Agreement, and all Benefit Plans,
which would cause any such  payment to Employee to be  considered  a  "parachute
payment"  within the  meaning of Section  280G(b)(2)  of the Code (a  "Parachute
Payment").  In the event that the receipt of any such  payment or benefit  under
this Agreement, any Other Agreement, or any Benefit Plan would cause Employee to
be considered to have received a Parachute Payment, then Employee shall have the
right,  in Employee's  sole  discretion to designate  those payments or benefits
under this  Agreement,  any Other  Agreements,  and/or any Benefit Plans,  which
should be reduced or  eliminated  so as to avoid  having the payment to Employee
under this  Agreement  be deemed to be a  Parachute  Payment.  In the event that
there is a  dispute  between  the  parties  as to  whether a  reduction  in such
payments to Employee is required to prevent  such payment  from  constituting  a
Parachute  Payment,   the  parties  agree  that  they  shall  be  bound  by  the
determination  of such matter by a partner  resident  in  Hartford or  Stamford,
Connecticut  of one of the following  accounting  firms selected by the Bank (or
such  other  firm  as  shall  be   mutually   agreed   upon  by  the   parties):
Pricewaterhouse  Coopers LLP; Deloitte & Touche LLP; Ernst & Young LLP; or Price
Waterhouse  LLP. In the event that  Employee  would  otherwise be deemed to have
received an amount that would constitute a Parachute Payment, the amount paid to
him that exceeds the maximum  amount  permissible  under this Section 5 shall be
treated  as a loan to him and shall be  repaid,  with  interest,  to the  extent
necessary  to reduce the amount  paid to the  maximum  permissible  amount.  The
interest rate and other terms of any such loan shall conform to terms that would
be  applicable  to loans of  similar  unsecured  type  made by the Bank to third
parties  and to all  regulatory  requirements.  Any such loan shall be repaid in
full six months after the date on which the Bank  notifies  Employee that a loan
relationship exists, and may be repaid by Employee without prepayment penalty at
any time during such six month period.

                  5.6  Employee  shall have no duty to  mitigate  damages in the
event of a  termination  under the terms of  Sections  5.1 and 5.4,  and,  if he
voluntarily   obtains  other   employment   (including   self-employment),   any
compensation or profits received or accrued,  directly or indirectly,  from such
other  employment  shall not reduce or otherwise  affect the  obligations of the
Bank to make payments hereunder, except as provided in Section 5.3.

                  5.7 If the  employment of Employee  shall  terminate at a time
other than during the

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Term of Employment,  or is said employment shall terminate for Cause, as defined
in  Section  2.1  hereof,  or  if  Employee  shall  unilaterally  terminate  his
employment  other than in connection with a  Change-In-Control  for Good Reason,
all  payments  that would have been due to Employee  under the  Agreement  on or
after the date of such  termination  shall  cease,  and the Bank  shall  have no
further  obligations under this Agreement other than for amounts accrued but not
paid as of the date of such termination.

                  5.8 As a condition  of  receiving  any  severance  payments or
benefits in this Section,  Employee must enter into a "Release  Agreement"  with
terms  acceptable to the Bank or Person,  releasing any and all legal claims the
Employee had, has or may have against the Bank or Person.

         VI.      OTHER BENEFITS.

                  6.1 If Employee shall become disabled or  incapacitated to the
extent that Employee is unable to perform Employee's duties and responsibilities
hereunder, Employee shall be entitled to receive disability benefits of the type
provided for other executive employees of the Bank.

         VII.     EXPENSES.

                  7.1  Employee  shall  be  entitled  to  recover  any  and  all
reasonable fees and costs and expenses, including but not limited to, attorneys'
fees in the event  employee is  successful  in asserting or defending any claim,
arising out of  Employee's  efforts to enforce any and all of the  provisions of
this Agreement.

                  7.2  Employer  shall  be  entitled  to  recover  any  and  all
reasonable fees and costs and expenses, including but not limited to, attorneys'
fees in the event  Employer is  successful  in asserting or defending any claim,
arising out of  Employer's  efforts to enforce any and all of the  provisions of
this Agreement.

         VIII.    CONFIDENTIAL INFORMATION.

                  Employee  understands  that in the course of his employment by
the Bank, Employee will receive Confidential  Information (as hereafter defined)
concerning the business of the Bank which the Bank desires to protect.  Employee
agrees  that he will not at any time  during  or  after  the Term of  Employment
reveal to anyone  (except  for the Bank  employees  who have a need to know such
information  in the course of their  employment)  or use for his own benefit any
Confidential  Information,  without specific written  authorization by the Bank.
This Section  applies to all  information  obtained by Employee in the course of
his employment  unless such information is or becomes publicly known or known in
the banking  community  generally  prior to any disclosure  thereof by Employee.
Upon termination of employment for any reason, Employee shall return promptly to
the Bank at its direction and expense any and all copies, either prepared by the
Bank  or  Employee,  of the  records,  materials,  memorandums  and  other  data
constituting  Confidential  Information.  As used in this  Agreement,  the  term
"Confidential Information" shall mean all business information of any nature and
in any form which at the time or times  concerned is proprietary to the


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Bank and regarded as such by it and which is not generally  known to persons not
employed  by the Bank or who are members of its Board  (except  for  information
disclosed by the act or acts of a person not  authorized by the Bank to disclose
such  information)  and which  relates to any one or more of the  aspects of the
present or past  business of the Bank  including,  but not limited to,  proposed
acquisitions,  proposed branches,  development projects, policies or other facts
relating to  financial  matters,  customers ,  customers'  lists and  customers'
financial needs.

         IX.      PROPRIETARY RIGHTS.

                  9.1    Employee    acknowledges    that   his   services   and
responsibilities  are of  particular  significance  to the  Bank  and  that  his
position  with  Bank has  given,  and will  give  him a close  knowledge  of its
policies and trade secrets.  Employee covenants and agrees that he will not, for
a period of twelve  months from the date of the  termination  of his  employment
with the Bank (i) solicit or accept as customers or otherwise  provide  services
to any  present  customer  or former  customer  of the Bank,  (ii) in any manner
attempt  to induce any  customers  of the Bank to  withdraw  their  accounts  or
business  from the Bank or to induce any  prospective  customer  to not become a
customer,  (iii) induce or encourage any employee of the Bank to terminate  such
employee's employment, or (iv) make any disparaging comment or statement, orally
or in writing,  regarding  the Bank or its  employees or take any action or make
any other comment or statement  that may harm the  reputation or business of the
Bank.

                  9.2  For  purposes  of  this  Agreement,  "present  customer",
"former customer" shall be defined in the following manner:

                           A  "present  customer"  of the Bank is a Person  with
                           whom the Bank has a business relationship on the date
                           of termination of Employee's employment.

                           A "former customer" of the Bank is a Person with whom
                           the Bank has no business  relationship at the time of
                           the termination of Employee's employment, but has had
                           such a relationship within the one-year period ending
                           on the date of termination of Employee's employment.

                  9.3  Employee  agrees  that he shall not,  for a period of one
year following his employment  with the Bank,  either  directly or indirectly as
agent, stockholder, employee, officer, director, trustee, partner, proprietor or
otherwise  engage  in,  render  advice  or  assistance  to or be  employed  on a
compensation  basis by any person,  firm or entity which is in competition  with
the Bank. This paragraph shall only apply where such person,  firm or entity has
its principal  office within 15 miles of New Milford,  Connecticut,  or Danbury,
Connecticut;  or where the office of Employee is situated, or Employee's primary
geographic  areas  of  responsibility  will be  located  within  15 miles of New
Milford, Connecticut, or Danbury, Connecticut.

                  9.4 The time  periods  referred  to in  Sections  9(1) and (2)
above shall each be extended by the amount of time that Employee fails to comply
with his obligations under Section 9, whether due to the issuance of a temporary
restraining order or injunction or otherwise.


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<PAGE>

                  9.5 In addition to any damages or other  remedies to which the
Bank may be entitled by virtue of any breach of the covenants and  agreements in
Section 8 or 9 hereof,  Employee  acknowledges  that any such breach would cause
irreparable  harm to the Bank and  consents to the  granting of  injunctive  and
other equitable relief to the Bank. Employee shall also pay all costs, including
reasonable  attorney's fees,  incurred by the Bank in seeking any such remedy or
in connection with the Bank otherwise enforcing its rights under this Agreement.
Any damages  against  Employee,  which shall include,  without  limitation,  any
amounts  received as  compensation or in any other capacity by Employee from any
third  party as a result  of or in  connection  with the  breach  of  Employee's
obligations under this Agreement, may be applied as a set-off against any amount
owed to Employee by the Bank.

         X.       OTHER DUTIES OF EMPLOYEE DURING AND AFTER THE TERM OF
                  EMPLOYMENT.

                  Both during and after the Term of Employment,  Employee shall,
upon reasonable  notice furnish such information as may be in his possession to,
and  cooperate  with,  the Bank as may  reasonably  be  requested by the Bank in
connection with any litigation in which the Bank is, or may become, a party. The
Bank shall reimburse Employee for all of the reasonable expenses incurred by him
in fulfilling his obligation under this Section 10 (except that no such expenses
shall be paid to Employee with respect to any litigation or proceeding commenced
by Employee or as to which Employee is otherwise a party).

         XI.      NOTICES.

                  All notices under this Agreement shall be in writing and shall
be deemed  effective when delivered in person to Employee or if the Bank, to the
Chairman of the Board of the Bank or CEO, or if sent, postage prepaid, certified
mail, return receipt requested,  or by recognized overnight delivery service, as
follows:

      If to Employee, as follows:  Jay C. Lent
                                   17 North Shore Drive
                                   New Fairfield, Connecticut 06813

      If to the Bank, as follows:  NMBT
                                   55 Main Street
                                   New Milford, Connecticut 06776-2400
                                   Attention:  Louis A. Funk, Jr., Chairman or
                                               Michael D. Carrigan, President
                                               and CEO

or to such other address or addresses as hereafter shall be designated by notice
given in  accordance  with this  Section by either of the parties  hereto to the
other party.



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         XII.     SUCCESSORS AND ASSIGNS.

                  The rights and  obligations  of the Bank under this  Agreement
shall  inure to the benefit of and shall be binding  upon the Bank's  successors
and assigns, including,  without limitation, any Person which may acquire all or
substantially  all of the assets and business of the Bank, or with or into which
the Bank may be  consolidated  or merged  or any  surviving  corporation  in any
merger involving the Bank. All references in this Agreement to the Bank shall be
deemed to include all of its successors and assigns.

         XIII.    ARBITRATION.

                  If  any  dispute  arises  between  the  parties  hereto,   the
Employee's sole recourse will be to submit such claim to binding  arbitration in
the City of Waterbury,  Connecticut,  in accordance with the Commercial Rules of
the American Arbitration Association.

                  Prior to  submitting  a dispute to  arbitration,  the Employee
shall first submit such dispute to the Bank's Board of Directors for a period of
up to three  months in an effort  to  resolve  such  dispute  without  resort to
arbitration.  During such three month  period,  both the  Employee  and the Bank
agree to make a good faith  effort to resolve the dispute  amicably  and to make
arbitration unnecessary.

                  If the dispute  concerns  the  termination  of the  Employee's
employment, or the severance and benefits to which the Employee is entitled upon
the termination, at arbitration, the only issue before the arbitrator will be to
determine the nature of the  Employee's  termination  (i.e.,  whether for cause,
without cause, or in a situation  subject to Section 5.3,  whether  Employee had
Good Reason to voluntarily terminate his employment).  Based on the arbitrator's
determination  of the nature of the Employee's  termination,  the arbitrator may
award the appropriate severance payments and, if applicable,  benefits, provided
under this Agreement.

         XIV.     SEVERABILITY.

                  If any of the terms and conditions of this Agreement  shall be
declared void or unenforceable by any court or administrative  body of competent
jurisdiction,  such  term or  condition  shall  be  deemed  severable  from  the
remainder  of this  Agreement,  and  the  other  terms  and  conditions  of this
Agreement  shall  continue  to be  valid  and  enforceable  except  that  if any
provision of the release  agreement is declared  illegal or unenforceable as the
result of efforts by the  Employee,  or his agent,  or  Employee  brings a claim
against  any of the  released  entities  released  in  that  release  agreement,
Employee will return to the Bank any  consideration  he has received in exchange
for entering into the release agreement.

                                       10

<PAGE>
         XV.      OTHER AGREEMENTS.

                  This  Agreement  supersedes  any and all prior written or oral
employment  agreements between the Bank and Employee or between Employee and any
predecessor of the Bank.

         XVI.     CONSTRUCTION.

                  This Agreement  shall be construed under the laws of the State
of  Connecticut.  Section  headings  are for  convenience  only and shall not be
considered  a  part  of  the  terms  and  provisions  of  this   Agreement.   No
modifications  of or amendments to this  Agreement may be made except in writing
signed by the Bank and Employee. All references to gender shall, as the case may
be, refer to either the male or female gender.

         XVII.    MISCELLANEOUS PROVISIONS.

                  17.1 The waiver by either  party of a breach of any  provision
of  this  Agreement  shall  not  operate  as or be  construed  a  waiver  of any
subsequent breach thereof.

                  17.2  Employee  hereby  acknowledges  that the  services to be
rendered  hereunder are of a unique,  special and extraordinary  character which
would be difficult or impossible for the Bank to replace, and by reason thereof,
Employee  hereby  agrees that for  violation  of any of the  provisions  of this
Agreement,  the Bank  shall,  in  addition  to any  other  rights  and  remedies
available  hereunder,  at law or  otherwise,  be entitled to an injunction to be
issued by any court of competent jurisdiction enjoining and restraining Employee
from committing any violation of this Agreement, and Employee hereby consents to
the issuance of such injunction.

                  IN WITNESS  WHEREOF,  the Bank has caused this Agreement to be
executed by a duly  authorized  officer and Employee has executed this Agreement
as of the day and year first above written.

                                         NMBT


                                         By:   s/ Louis A. Funk, Jr.
                                               --------------------------
                                               Louis A. Funk, Jr.
                                               Its Chairman



                                                s/ Jay C. Lent
                                                --------------------------
                                                Jay C. Lent