FIRST AMENDMENT TO
THE NORWICH SAVINGS SOCIETY THRIFT PLAN
 
THIS AMENDMENT is executed this 29th day of October 1996, by THE NORWICH 
SAVINGS SOCIETY, for the purpose of amending certain terms and conditions of 
The Norwich Savings Society Thrift Plan (the "Plan"),
 
W I T N E S S E T H:
      WHEREAS, by action of its Board of Directors on January 12, 1981, The 
      Norwich Savings Society (the "Bank") adopted the Plan effective as of 
      January 1, 1981 for the benefit of its eligible Employees; and
      WHEREAS, the Plan was most recently amended and restated effective as 
      of January 1, 1995; and
      WHEREAS, the Bank wishes to further amend the Plan in the particulars 
      set forth below;
      NOW, THEREFORE, the Bank does hereby amend the Plan as follows:

      1. Section 3.06 is amended to read as follows:

      "3.06 (a)  Each Participant may enter into a salary or wage reduction 
      agreement with the Bank pursuant to which his compensation will be 
      reduced by any whole percentage not less than two (2) nor more than 
      ten (10), which amount the Bank will contribute to the Plan on behalf of
      the Participant.  These contributions will be credited to the 
      Participant Before Tax Contribution Account of the Participant.

      (b)  A Participant may authorize contributions to be made to his 
      Account by payroll deduction in any whole percentage of his Compensation
      between two (2) and six (6), provided that the sum of the Participant's 
      contributions pursuant to subsections (a) and (b) may not exceed ten 
      percent (10%) of his Compensation.  These contributions will be credited
      to the Participant After Tax Contributions Account of the Participant.  
      An Employee is not required to enter into a salary or wage reduction 
      agreement with the Bank in order to make payroll deduction contributions 
      in accordance with this paragraph (b)."
      
      2. Section 6.05 is amended to read as follows:
   
      "6.05 (a) Participants (including terminated Participants with Account 
      balances under the Plan) may direct the Trustee as to the investment of 
      their Account from among the investment options provided under the Plan.
      The investment options under the Plan are stock in Norwich Financial
      Corp. ("Stock"), up to ten (10) mutual funds selected by the Bank, and a
      money market fund.  The Bank may add or delete investment fund options
      hereunder without the necessity for further amendment.  Separate
      investment elections may be chosen for existing Account balances and 
      future contributions, although a single investment election shall apply
      with respect to all existing Accounts of a Participant and a single
      investment election shall apply with respect to all future contributions 
      of a Participant.  Investment transfer elections and future contributions
      elections shall be made in increments of ten percent (10%). Changes in
      the investment elections for existing Account balances and for future 
      contributions are permitted on a daily basis and may be made in 
      accordance with such procedures as the Administrator shall prescribe.
      The Administrator shall provide Participants with information regarding
      various investment options.  If a Participant does not direct the Trustee
      as to the investment of his Account, his Account shall be invested in the
      money market fund.
 

      (b)  Any dividends on shares of Stock shall not be reinvested in 
      Stock, but shall be credited to the Account of the Participant to whose 
      Stock Account such dividends are allocated and shall be invested in the 
      money market fund.


	   (c)  The Stock Fund shall be a record of allocations of Company 
      Stock to the Participant's Account under the Plan and shall show the 
      Participant's allocated portion of the shares and fractional shares of 
      Company Stock contributed to or purchased and paid for by the Plan.  
      Earnings or losses on any mutual funds offered as a directed investment
      alternative and upon the money market fund shall be allocated based upon
      the number of the units purchased on behalf of Plan Participants pursuant
      to their investment directions.  Any dividends or capital gains upon
      mutual fund units shall be utilized to purchase additional units of that
      mutual fund.
     
      (d)  Any reallocation of investments shall be subject to any 
      restrictions upon transfer imposed by the applicable investment fund."
 
      3.   The following new paragraph (c) is added to Section 11.08:

	 "(c)  Notwithstanding any Plan provision to the contrary, for 
      purposes of valuing a distribution hereunder, the value of a 
      Participant's Account shall be its value on the date of distribution,
      rather than as of the end of the preceding calendar quarter.  
      Furthermore, notwithstanding any Plan provision to the contrary,
      distributions may be made as soon as practicable following the occurrence
      of the event on account of which benefits become payable, and need not
      wait until the end of the applicable calendar quarter.  Distributions
      shall continue to be subject, nevertheless, to such consent to
      distribution, waiting period, and other requirements imposed under the
      Plan and by law." 

      4.  As amended by the foregoing, the Plan remains in full force and 
      effect.
    
      5.  This Amendment is effective as of January 1, 1997.
 
      IN WITNESS WHEREOF, the Bank  has  signed  this  Amendment.
 
 ATTEST:                                     THE NORWICH SAVINGS SOCIETY
 
 /s/ Daphne P. Cannata                       By:/s/ Michael J. Hartl
Corporate Secretary                          Its Executive Vice President and
					     Chief Financial Officer