NORWICH FINANCIAL CORP.
1986 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS

1.  Purpose.

The purpose of this 1986 Stock Option Plan For Outside Directors (the "Plan")
is to attract and retain the continued services of non-employee directors of
Norwich Financial Corp. (the "Company") and its subsidiaries with the
requisite qualifications and to encourage such directors to secure or increase
on reasonable terms their stock ownership in the Company.  The Board of
Directors of the Company (the "Board") believes that the granting of options
(the "Options") under the Plan will promote continuity of management and
increased personal interest in the welfare of the Company and its subsidiaries
by those who are responsible for shaping and carrying out the long-range plans
of the Company and its subsidiaries and securing their continued growth and
financial success.

2.  Effective Date of the Plan.

The Plan became effective on November 21, 1986, and was assumed by the Company
upon its acquisition of the Norwich Savings Society.  This amended and restated
Plan shall become effective upon its approval by the shareholders of the
Company.

3.  Stock Subject to Plan.

200,000 of the authorized but unissued shares of the Company's common stock
(the "Shares") have been reserved for issuance upon the exercise of Options;
provided, however, that the number of Shares so reserved may from time to time
be reduced to the extent that a corresponding number of treasury Shares are
set aside for issuance upon the exercise of Options. If any Options expire or
terminate for any reason without having been exercised in full, the unpurchased
Shares subject thereto shall again be available for the grant of Options.

4.  Administration.

The Plan shall be administered by the Committee referred to in Section 5
hereof.  Subject to the provisions of the Plan, the Committee shall have
complete authority in its discretion to interpret the Plan, to prescribe,
amend and rescind rules and regulations relating to it and to make all other
determinations necessary or advisable for the administration of the Plan;
provided, however, that the Committee shall have no discretion to determine
the non-employee directors who will receive Options, the number of Shares
subject to Options, the terms upon which, the times at which or the periods
within which Shares may be acquired or the Options may be acquired and
exercised.

5.  Committee.

The Committee shall consist of at least two members of the Board.  Each member
of the Committee shall be a non-employee director for purpose of Rule 16b-3
under the Securities Exchange Act of 1934, as amended.  The Committee shall be
appointed by the Board, which may at any time and from time to time remove any
member of the Committee, with or without cause, appoint additional members to
the Committee and fill vacancies, however caused, in the Committee.  A majority
of the members of the Committee shall constitute a quorum.  All determinations
of the Committee shall be made by a majority of its members.  Any decision or
determination of the Committee reduced to writing and signed by all of the
members of the Committee shall be fully effective as if it had been made at a
meeting duly called and held.

6.  Eligibility.

An Option may be granted only to members of the Board and members of the Boards
of Directors of subsidiaries of the Company who are not otherwise employees of
the Company or any of its subsidiaries on the date of grant and have not been
employees of the Company or any of its subsidiaries at any time since the
beginning of the preceding fiscal year (the "Participants").

7. Grant of Options and Option Price.
	
   (a) Participants on November 21, 1986.  Each individual who is a
   participant on November 21, 1986 shall automatically be granted on
   November 21, 1986 an Option to purchase 10,000 Shares.

   (b) Future Participants.  Directors who are elected to the Board or
  a Board of Directors of a subsidiary at an annual meeting of the
  shareholders or directors who become such due to a merger or
  consolidation with or acquisition of another bank shall receive an
  automatic grant of an Option to purchase 5,000 Shares on the date
  they become a director; provided, that such automatic grant shall
  only be made in either case if the director is a Participant on
  such date, and the number of Shares subject to future grant under
  the Plan is sufficient to make the automatic grants required to be
  made pursuant to the Plan on such date.  Notwithstanding the
  foregoing, no Participant will receive more than one grant of an
  Option pursuant to this Plan, even if the Participant is elected
  to serve on multiple Boards of Directors of the Company and/or its
  subsidiaries.

   (c) Price.  The initial per Share price to be paid by a Participant
  upon the exercise of an Option shall be equal to the fair market
  value of a Share on the day preceding the date of grant.  For the
  purposes hereof, the fair market value of a Share on any date
  shall be equal to the average of the closing bid and asked prices
  for the Shares on such date (or if no such quotation occurred on
  that date, on the next preceding date on which there was such a
  quotation), as made available for publication by the National
  Association of Securities Dealers Automated Quotation System, or
  if no such prices are available, the fair market value as
  determined by rules to be adopted by the Committee.

8.  Option Period.

     Participants shall be granted Options which are exercisable for a period
     of fifteen (15) years from the date of the granting thereof.
     Notwithstanding the foregoing, no Option granted under this Plan shall be
     exercisable until one year after the grant thereof.

9.  Exercise of Option.

     Subject to Section 8, an Option may be exercised in whole or in part at
     any time after the date it is granted and only by a written notice of
     intent to exercise the Option with respect to a specified number of Shares
     and payment to the Bank of the amount of the Option exercise price for the
     number of Shares with respect to which the Option is then exercised;
     provided, however, that all or any portion of such payment may be made in
     kind by the delivery of Shares having a fair market value (as determined
     in the manner set forth in Section 7 hereof), on the date of delivery,
     equal to the portion of the Option exercise price so paid.  The number of
     Shares which may be purchased at any one time shall be 100 Shares, a
     multiple thereof, or the total number at the time purchasable under the
     Option.

10.  Transferability.

Unless otherwise determined by the Committee, no Option shall be assignable or
transferable except by will and/or by the laws of descent and distribution and,
during the life of any Participant, each Option granted to the Participant may
be exercised only by the Participant.

11.  Ceasing to be a Director.

      (a) Termination.  If a Participant terminates service as a director
  for any reason other than death or retirement, any outstanding
  Option held by the Participant shall terminate on the earlier of
  the date on which such Option would otherwise expire or (1) year
  after such termination.

      (b) Retirement or Death.  If a Participant's service as a director is
  terminated by retirement or death, the Participant or the
  representative of the Participant's estate or beneficiaries
  thereof to who the Option has been transferred shall have the
  right during the period commencing on the date of the
  Participant's retirement or death and ending three (3) years after
  such termination to exercise any then outstanding Options in whole
  or in part.

12.  Duration of Plan.
   
Unless sooner terminated, the Plan shall remain in effect for a period of ten
years after November 21, 1986 and shall thereafter terminate.  No Options may
be granted after the termination of this Plan; provided, however, that
termination of the Plan shall not affect any Options previously granted, which
such Options shall remain in effect until exercised, surrendered or canceled,
or until they have expired, all in accordance with their terms.

13.  Changes in Capital Structure, etc.
    
In the event of changes in the outstanding common stock of the Company by
reasons of stock dividends, stock splits, recapitalizations, mergers,
consolidations, combination or exchange of shares, separations,
reorganizations, or liquidations, the number of shares available under the
Plan in the aggregate and the number of Shares as to which Options may be
granted to any Participant shall be correspondingly adjusted by the Committee.
In addition, the Committee shall make appropriate adjustments in the number of
Shares as to which outstanding Options, or portions thereof then unexercised,
shall relate, to the end that the Participant's appropriate interest shall be
maintained as before the occurrence of such event; such adjustment shall be
made without change in the total price applicable to the unexercised portion
of Options and with a corresponding adjustment in the option price per Share.

14.  Rights as Shareholder.

A Participant entitled to Shares as a result of the exercise of an Option shall
not be deemed for any purpose to be, or have rights as, a shareholder of the
Company by virtue of such exercise, except to the extent a stock certificate
is issued therefor and then only from the date such certificate is issued.
No adjustments shall be made for dividends or distributions or other rights for
which the record date is prior to the date such stock certificate is issued.

15.  Expenses.

The expenses of this Plan shall be paid by the Company and/or its subsidiaries.


16.  Compliance with Applicable Law.
    
Notwithstanding anything herein to the contrary, the Company shall not be
obligated to cause to be issued or delivered any certificates evidencing Shares
to be delivered pursuant to the exercise of an Option, unless and until the
Company is advised by its counsel that the issuance and delivery of such
certificates is in compliance with all applicable laws and regulations of
governmental authority.  The Company shall in no event be obligated to register
any securities pursuant to the Securities Act of 1933 (as now in effect or as
hereafter amended) or to take any other action in order to cause the issuance
and delivery of such certificates to comply with any such law or regulation.
The Committee may require, as a condition of the issuance and delivery of such
certificates and in order to ensure compliance with such laws and regulations,
that the Participant make such covenants, agreements and representations as the
Committee, in its sole discretion, deems necessary or desirable.

17.  Application of Funds.

Any cash proceeds received by the Company from the sale of Shares pursuant to
options will be used for general corporate purpose.

18.  Amendment of the Plan.
    
The Board may from time to time suspend or discontinue this Plan or revise or
amend it in any respect whatsoever.  No such suspension, discontinuance,
revision or amendment shall in any manner affect any grant theretofore made
without the consent of the Participant or the transferee of the Participant,
unless necessary to comply with applicable law.