THE NORWICH SAVINGS SOCIETY

1986 STOCK OPTION AND INCENTIVE PLAN



I.   GENERAL

1.   Purpose.

     This 1986 Stock Option and Incentive Plan (the "Plan") of The Norwich
     Savings Society (the "Bank") is intended to advance the interests of
     the Bank by providing certain of its employees with an additional
     incentive, encouraging stock ownership by such employees, increasing their
     proprietary interest in the success of the Bank and encouraging them to
     remain employees of the Bank.

2.   Definitions.

     Whenever used herein, the following terms shall have the meanings set
     forth below:

     (a)     "Bank Group" means the Bank, a parent corporation or subsidiary
     corporation of the Bank, or a corporation, or a parent corporation or
     subsidiary corporation of such corporation, issuing or assuming an Option
     in a transaction of the type described in Section 425(a) of the Code.  The
     terms "parent corporation" and "subsidiary corporation" shall have the
     meanings assigned to such terms by Section 425 of the Code.

     (b)     "Board" means the Board of Directors of the Bank.

     (c)     "Code" means the Internal Revenue Code of 1986, as it may be
     amended from time to time.

     (d)     "Committee" means the Stock Option Committee appointed by the
     Board to administer this Plan pursuant to Section 3 hereof.

     (e)     "Disability" means a permanent and total disability as defined
     in Section 422A(c)(7) of the Code.

     (f)     "Fair Market Value" means the average of closing bid and asked
     prices for the Shares on the date as of which the determination is made
     (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.

     (g)     "Incentive Stock Option" means an Option granted pursuant to the
     Incentive Stock Option provisions as set forth in Part II of this Plan.

     (h)     "Nonqualified Stock Option" means an Option granted pursuant to
     the Nonqualified Stock Option provisions as set forth in Part III of this
     Plan.

     (i)     "Option" means an option to purchase shares under this Plan.

     (j)     "Participant" means an individual to whom an Option is granted
     under this Plan.

     (k)     "Shares" means shares of the Bank's common stock.

     (1)     "Stock Appreciation Right" means a stock appreciation right
     granted to a Participant pursuant to Section 3 of Part II or Section 3
     of Part III of this Plan.

3.   Administration.

     This Plan shall be administered by a Stock Option Committee appointed
     by the Board.  The Committee shall consist of at least two members of
     the Board, who are non-employee directors for purposes of Rule 16b-3.
     The Board, at its pleasure, may remove members from or add members to
     the Committee.  A majority of Committee members shall constitute a quorum
     of members, and the actions of the majority shall be final and binding on
     the whole Committee.

     In addition to the other powers granted to the Committee under this Plan,
     the Committee shall have the power, subject to the terms of this Plan:
     (i) to determine which of the eligible employees shall be granted Options
     and Stock Appreciation Rights; (ii) to determine the time or times when
     Options and Stock Appreciation Rights shall be granted and to determine
     the number of Shares subject to each Option and Stock Appreciation Right;
     (iii) to grant Options with or without related Stock Appreciation Rights;
     (iv) to determine whether Stock Appreciation Rights shall be settled in
     cash, in Shares, or in a combination of cash and Shares; (v) with the
     approval of the Connecticut Banking Commissioner, to accelerate or extend
     (except for Incentive Stock Options) the date on which a previously
     granted Option or Stock Appreciation Right may be exercised; (vi) to
     prescribe the form of agreement evidencing Options and Stock Appreciation
     Rights granted pursuant to this Plan; and (vii) to construe and interpret
     this Plan and the agreements evidencing Options and Stock Appreciation
     Rights granted pursuant to this Plan, and to make all other determinations
     and take all other actions necessary or advisable for the administration
     of this Plan.

4.   Eligibility.

     The individuals who shall be eligible to receive Options and Stock
     Appreciation Rights shall be such full-time employees employed by a member
     of the Bank Group as shall be selected by the Committee.  Participants
     chosen to participate under this Plan may be granted an Incentive Stock
     Option (with or without related Stock Appreciation Rights), a Nonqualified
     Stock Option (with or without related Stock Appreciation Rights), or any
     combination thereof.

5.   Shares Subject to This Plan.

     The Shares subject to Options and Stock Appreciation Rights shall be
     either authorized and unissued Shares or treasury Shares.  The aggregate
     number of Shares which may be issued pursuant to this Plan shall be
     400,000.  Except as provided below, if an Option shall expire and
     terminate for any reason, in whole or in part, without being exercised,
     the number of Shares as to which such expired or terminated Option shall
     not have been exercised may again become available for the grant of
     Options or Stock Appreciation Rights.  If a Stock Appreciation Right is
     exercised in whole or in part, and, as a result, the related Nonqualified
     Stock Option or Incentive Stock Option is cancelled to the extent of the
     number of Shares with respect to which the Stock Appreciation Right was
     exercised, such number of Shares shall not again be available for the
     grant of Options or Stock Appreciation Rights.

6.   No Tandem Options.

     There shall be no terms and conditions under an Option which provide
     that the exercise of an Incentive Stock Option reduces the number of
     Shares for which a Nonqualified Stock Option may be exercised; and
     there shall be no terms and conditions under an Option which provide
     that the exercise of a Nonqualified Stock Option reduces the number
     of Shares for which an Incentive Stock Option may be exercised.

II.  INCENTIVE STOCK OPTION PROVISIONS

1.   Grant of Incentive Stock Options.

     Subject to the provisions of this Part II; the Committee shall from
     time to time determine those individuals eligible pursuant to Section 4
     of Part I to whom Incentive Stock Options shall be granted and the number
     of Shares subject to, and terms and conditions of, such Options.  The
     aggregate option price of incentive stock options (as defined in
     Section 422A of the Code) for which an individual may be granted such
     options in a calendar year ending prior to January 1, 1987 (under all
     plans of the Bank Group) shall not exceed $100,000 plus any unused limit
     carryover (as defined in Section 422A(b)(8) of the Code as in effect prior
     to January 1, 1987) to such year.  For Incentive Stock Options granted
     after December 31, 1986, the aggregate option price of incentive stock
     options granted to an individual (under all plans of the Bank Group) which
     are exercisable for the first time in a calendar year shall not exceed
     $100,000.  Anything herein to the contrary notwithstanding, no Incentive
     Stock Option shall be granted to an employee if, at the time the Incentive
     Stock Option is granted, such employee owns stock possessing more than 10%
     of the total combined voting power of all classes of stock of any member of
     the Bank Group unless the option price is at least 110% of the Fair Market
     Value of the Shares subject to the Incentive Stock Option at the time the
     Incentive Stock Option is granted and the Incentive Stock Option is not
     exercisable after the expiration of five (5) years from the date the
     Incentive Stock Option is granted.

2.   Terms and Conditions of Incentive Stock Options.

     Each Incentive Stock Option shall be evidenced by an option agreement
     which shall be in such form as the Committee shall from time to time
     approve, and which shall comply with and be subject to the following
     terms and conditions:

     (a)     Number of Shares.  Each Incentive Stock Option agreement shall
     state the number of shares covered by the agreement.

     (b)     Option Price and Method of Payment.  The Option price of each
     Incentive Stock Option shall be no less than the Fair Market Value of
     the Shares on the date the Incentive Stock Option is granted.  The
     option price shall be payable on exercise of the Option (i) in cash or
     by certified check, bank draft or postal or express money order, (ii) by
     the surrender of Shares then owned by the Participant, or (iii) partially
     in accordance with clause (i) and partially in accordance with clause (ii)
     of this Section 2(b).  Shares so surrendered in accordance with clause
     (ii) or (iii) shall be valued at the Fair Market Value thereof on the date
     of exercise, surrender of such Shares to be evidenced by delivery of the
     certificate(s) representing such Shares in such manner, and endorsed in
     such form, or accompanied by stock powers endorsed in such form, as the
     Committee may determine.

     (c)  Option Period.

      (i)     General.  The period during which an Incentive Stock Option
 shall be exercisable shall not exceed ten (10) years from the
 date such Incentive Stock Option is granted; provided, however,
 that such Option may be sooner terminated in accordance with
 the provisions of this Section 2(c).  Subject to the foregoing,
 the Committee may establish a period or periods with respect to
 all or any part of the Incentive Stock Option during which such
 Option may not be exercised and at the time of a subsequent
 grant of an Incentive Stock Option or at such longer time as
 the Committee may determine accelerate the right of the
 Participant to exercise all or any part of the Incentive Stock
 Option not then exercisable.  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
 Incentive Stock Option.

      (ii)    Termination of Employment.  If the Participant ceases to be an
 employee of any member of the Bank Group for any reason other
 than Disability or death, any then outstanding Incentive Stock
 Option held by the Participant shall terminate on the earlier
 of the date on which such Option would otherwise expire or
 three (3) months after such termination of employment, and such
 Option shall be exercisable, prior to its termination, to the
 extent it was exercisable as of the date of termination of
 employment.
      (iii)   Disability.  If a Participant's employment is terminated by
 reason of Disability, any then outstanding Incentive Stock
 Option held by the Participant shall terminate on the earlier
 of the date on which such Option would otherwise expire or one
 (1) year after such termination of employment, and such Option
 shall be exercisable, prior to its termination, to the extent
 it was exercisable as of the date of termination of employment.
      (iv)    Death.  If a Participant's employment is terminated by death,
 the representative of the Participant's estate or beneficiaries
 thereof to whom the Option has been transferred shall have the
 right during the one (1) year period following the date of the
 Participant's death to exercise any then outstanding Incentive
 Stock Options in whole or in part.  The number of Shares in
 respect of which an Incentive Stock Option may be exercised
 after a Participant's death shall be the number of Shares in
 respect of which such Option could be exercised as of the date
 of the Participant's death.  In no event may the period for
 exercising an Incentive Stock Option extend beyond the date on
 which such Option would otherwise expire.

     (d)  Sequential Exercise.  Notwithstanding anything herein to the contrary
     (including the right of the Committee to accelerate the right of a
     Participant to exercise all or any part of an Incentive Stock Option), an
     Incentive Stock Option by its terms shall not be exercisable while there
     is outstanding any other incentive stock option (as defined in Section
     422A of the Code) which was granted before the granting of such Incentive
     Stock Option, to such Participant to purchase stock in the Bank or in a
     corporation which, at the time of grant, was a member of the Bank Group,
     or is a predecessor of the Bank or of any of such corporations.  This
     Section 2(d) shall not apply to Incentive Stock Options granted after
     December 31, 1986.

     (e)  Non-transferability.  Unless otherwise determined by the Committee,
     an Incentive Stock Option shall not be transferable or assignable by the
     Participant other than by will or the laws of descent and distribution and
     shall be exercisable during the Participant's lifetime only by the
     Participant.

     (f)  Separate Agreements.  Nonqualified Options may not be granted in the
     same agreement as an Incentive Stock Option.

3.   Stock Appreciation Rights.

     (a)     Grant.  Stock Appreciation Rights related to all or any portion of
     an Incentive Stock Option may be granted by the Committee to any
     Participant in connection with the grant of an Incentive Stock Option to
     such Participant.  Each Stock Appreciation Right shall be subject to such
     terms and conditions (which may include limitations as to the time when
     such Stock Appreciation Right becomes exercisable and when it ceases to be
     exercisable that are more restrictive than the limitations on the exercise
     of the Incentive Stock Option to which it relates) not inconsistent with
     the provisions of this Part II as shall be determined by the Committee and
     included in the agreement relating to such Incentive Stock Option and Stock
     Appreciation Right, subject in any event, however, to the following terms
     and conditions of this Section 3.

     (b)     Exercise.  No Stock Appreciation Right shall be exercisable after
     the date the related Incentive Stock Option shall cease to be exercisable,
     and no Stock Appreciation Right shall be exercisable with respect to such
     related Incentive Stock Option or portion thereof unless such Incentive
     Stock Option or portion thereof shall itself be exercisable at that time.
     A Stock Appreciation Right shall be exercised only upon surrender of the
     related Incentive Stock Option or portion thereof in respect of which the
     Stock Appreciation Right is then being exercised.  A Stock Appreciation
     Right related to an Incentive Stock Option shall be exercisable only at a
     date when the then Fair Market Value of a Share exceeds the option price
     per share specified in the related Incentive Stock Option.

     (c)     Amount of Payment.  On exercise of a Stock Appreciation Right, a
     Participant shall be entitled to receive an amount equal to the product of
     (i) the amount by which the Fair Market Value of a Share on the date of
     exercise of the Stock Appreciation Right exceeds the option price per
     share specified in the related Incentive Stock Option and (ii) the number
     of shares in respect of which the Stock Appreciation Right shall have been
     exercised.

     (d)     Form of Payment.  The Committee shall have the sole discretion
     either (i) to determine the form in which payment in settlement of a Stock
     Appreciation Right will be made (i.e., cash, Shares or any combination
     thereof), or (ii) to consent to or disapprove the election by the
     Participant to receive cash in full or partial settlement of a Stock
     Appreciation Right, such consent or disapproval to be given at any time
     after the election to which it relates.  If settlement of a Stock
     Appreciation Right, or portion thereof, is to be made in the form of
     Shares, the number of Shares to be distributed shall be the largest whole
     number obtained by dividing the cash sum otherwise distributable in 
     respect of such settlement by the Fair Market Value of a Share on the
     date of exercise of the Stock Appreciation Right.  The value of any
     fractional Share shall be paid in cash.

     (e)     Effect of Exercise of Related Option.  If the related Incentive
     Stock Option is exercised in whole or in part, then the Stock Appreciation
     Right with respect to the Shares purchased pursuant to such exercise (but
     not with respect to any unpurchased Shares) shall be terminated as of the
     date of exercise.  For purposes of the sequential exercise rule of
     Section 2(d) of this Part II, the related Incentive Stock Option shall be
     considered exercised in full when the related Stock Appreciation Right
     shall have been exercised in full.

     (f)     Non-transferability.  Unless otherwise determined by the
     Committee, a Stock Appreciation Right shall not be transferable or
     assignable by the Participant other than by will or by the laws of descent
     and distribution, shall not be transferred other than together with the
     Incentive Stock Option to which it relates, and shall be exercisable during
     the Participant's lifetime only by the Participant.

     (g)     Termination of Employment.  If the Participant ceases to be an
     employee of any member of the Bank Group for any reason, each outstanding
     Stock Appreciation Right shall only be exercisable for such period and to
     such extent as the related Incentive Stock Opinion or portion thereof.

III.  NONQUALIFIED STOCK OPTION PROVISIONS

1.   Grant of Nonqualified Stock Options.

     Subject to the provisions of this Part III, the Committee shall from time
     to time determine those individuals eligible pursuant to Section 4 of
     Part I to whom Nonqualified Stock Options shall be granted and the number
     of Shares subject to, and terms and conditions of, such Options.

2.   Terms and Conditions of Nonqualified Stock Options.

     Each Nonqualified Stock Option shall be evidenced by an option agreement
     which shall be in such form as the Board shall from time to time approve,
     and which shall comply with and be subject to the following terms and
     conditions:

     (a)     Number of Shares.  Each Nonqualified Stock Option agreement shall
     state the number of Shares covered by the agreement.

     (b)     Option Price and Method of Payment.  The option price of each
     Nonqualified Stock Option shall be such price as the Committee, in its
     discretion, shall establish, and the Committee may, in its discretion,
     reduce the option price of such Option at any time prior to the exercise
     of the Option; provided however, that the option price may not be less
     than the greater of 85% of the Fair Market Value of the Shares on the
     date the Nonqualified Stock Option is granted or the par value, if any,
     of the Shares.  The option price shall be payable on exercise of the
     Option (i) in cash or by certified check, bank draft or postal or express
     money order, (ii) by the surrender of Shares then owned by the 
     Participant, or (iii) partially in accordance with clause (i) and 
     partially in accordance with clause (ii) of this Section 2(b).  Shares 
     so surrendered in accordance with clause (ii) or (iii) shall be valued at
     the Fair Market Value thereof on the date of exercise, surrender of such
     Shares to be evidenced by delivery of the certificate(s) representing such
     Shares in such manner, and endorsed in such form, or accompanied by stock
     powers endorsed in such form, as the Committee may determine.

     (c)     Option Period.


     (i)     General.  The period during which a Nonqualified Stock  
     Option shall be exercisable shall not exceed ten (10) years from        
     the date such Nonqualified Stock Option is granted; provided,           
     however, that such Option may be sooner terminated in accordance        
     with the provisions of this Section 2(c).  Subject to the
     foregoing, the Committee may establish a period or periods with
     respect to all or any part of the Nonqualified Stock Option during
     which such Option may not be exercised and at the time of a
     subsequent grant of a Nonqualified Stock Option or at such longer
     time as the Committee may determine accelerate the right of the
     Participant to exercise all or any part of the Nonqualified Stock
     Option not then exercisable.  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 Nonqualified
     Stock Option.

     (ii)    Termination of Employment.  If the Participant ceases to be
     an employee of any member of the Bank Group for any reason other
     than Disability, retirement or death, any outstanding Nonqualified
     Stock Option held by the Participant shall terminate on the earlier
     of the date on which such Option would otherwise expire or one (1)
     year after such termination of employment, and such Option shall be
     exercisable, prior to its termination, to the extent it was
     exercisable as of the date of termination of employment.

     (iii)   Disability or Retirement.  If a Participant's employment is
     terminated by Disability or retirement (as permitted by any
     retirement plan maintained by a member of the Bank Group in which
     the Participant participates), any then outstanding Nonqualified
     Stock Option held by the Participant shall terminate on the earlier
     of the date on which such Option would otherwise expire or
     three (3) years after such termination of employment,  and such
     Option shall be exercisable, prior to its termination, to the
     extent it was exercisable as of the date of termination of
     employment.

     (iv)    Death.  If a Participant's employment is terminated by
     death, the representative of the Participant's estate or
     beneficiaries thereof to whom the Option has been transferred shall
     have the right during the three (3) year period following the date
     of the Participant's death to exercise any then outstanding
     Nonqualified Stock Options in whole or in part.  The number of
     Shares in respect to which a Nonqualified Stock Option may be
     exercised after a Participant's death shall be the number of Shares
     in respect of which such Option could be exercised as of the date
     of the Participant's death.  In no event may the period for
     exercising a Nonqualified Stock Option extend beyond the date on
     which such Option would otherwise expire.

     (d)     Non-transferability.  Unless otherwise determined by the Committee,
     a Nonqualified Stock Option shall not be transferable or assignable by the
     Participant other than by will or the laws of descent and distribution, and
     shall be exercisable during the Participant's lifetime only by the
     Participant.

3.   Stock Appreciation Rights.

     (a)     Grant.  Stock Appreciation Rights related to all or any portion of
     a Nonqualified Stock Option may be granted by the Committee to any
     Participant in connection with the grant of a Nonqualified Stock Option or
     unexercised portion thereof held by the Participant at any time and from
     time to time during the term thereof.  Each Stock Appreciation Right shall
     be subject to such terms and conditions (which may include limitations as
     to the time when such Stock Appreciation Right becomes exercisable and
     when it ceases to be exercisable that are more restrictive than the
     limitations on the exercise of the Nonqualified Stock Option to which it
     relates) not inconsistent with the provisions of this Part III as shall be
     determined by the Committee and included in the agreement relating to such
     Nonqualified Stock Option and Stock Appreciation Right, subject in any
     event, however, to the following terms and conditions of this Section 3.


     (b)     Exercise.  No Stock Appreciation Right shall be exercisable with
     respect to such related Nonqualified Stock Option or portion thereof unless
     such Nonqualified Stock Option or portion shall itself be exercisable at
     that time.  A Stock Appreciation Right shall be exercised only upon
     surrender of the related Nonqualified Stock Option or portion thereof in
     respect of which the Stock Appreciation Right is then being exercised.

     (c)     Amount of Payment.  On exercise of a Stock Appreciation Right, a
     Participant shall be entitled to receive an amount equal to the product of
     (i) the amount by which the Fair Market Value of a Share on the date of
     exercise of the Stock Appreciation Right exceeds the option price per share
     specified in the related Nonqualified Stock Option and (ii) the number of
     shares in respect of which the Stock Appreciation Right shall have been
     exercised.

     (d)     Form of Payment.  The Committee shall have the sole discretion
     either (i) to determine the form in which payment in settlement of a Stock
     Appreciation Right will be made (i.e., cash, Shares or any combination
     thereof), or (ii) to consent to or disapprove the election by the
     Participant to receive cash in full or partial settlement of the Stock
     Appreciation Right, such consent or disapproval to be given at any time
     after the election to which it relates.  If settlement of a Stock
     Appreciation Right, or portion thereof, is to be made in the form of
     Shares, the number of Shares to be distributed shall be the largest whole
     number obtained by dividing the cash sum otherwise distributable in respect
     of such settlement by the Fair Market Value of a Share on the date of
     exercise of the Stock Appreciation Right.  The value of any fractional
     Share shall be paid in cash.

     (e)     Effect of Exercise of Related Option.  If the related Nonqualified
     Stock Option is exercised in whole or in part, then the Stock Appreciation
     Right with respect to the Shares purchased pursuant to such exercise (but
     not with respect to any unpurchased Shares) shall be terminated as of the
     date of exercise.

     (f)     Non-transferability.  Unless otherwise determined by the Committee,
     a Stock Appreciation Right shall not be transferable or assignable by the
     Participant other than by will or the laws of descent and distribution,
     shall not be transferred other than together with the Nonqualified Stock
     Option to which it relates, and shall be exercisable during the
     Participant's lifetime only by the Participant.

     (g)     Termination of Employment.  If the Participant ceases to be an
     employee of any member of the Bank Group for any reason, each outstanding
     Stock Appreciation Right shall be exercisable for such period and to such
     extent as the related Nonqualified Stock Option or portion thereof.

IV. MISCELLANEOUS

1.   Effective Date.  This Plan shall become effective on November 21, 1986,
provided,  however, that if the Plan is not approved by the holders of a
majority of the outstanding Shares of the Bank prior to November 21, 1987 this
Plan and all Options and Stock Appreciation Rights granted hereunder shall be
null and void and shall be of no effect.

2.   Duration of Program.  Unless sooner terminated, the Plan shall remain in
effect for a period of ten years after November 21, 1986 and shall thereafter
terminate.  No Incentive Stock Options or Nonqualified Stock Options may be
granted after the termination of this Plan; provided however, that except as
otherwise provided in Section 1 of this Part IV, termination of the Plan shall
not affect any Options or Stock Appreciation Rights previously granted, which
such Options and Stock Appreciation Rights shall remain in effect until
exercised, surrendered or cancelled, or until they have expired, all in
accordance with their terms.

3.   Changes in Capital Structure, etc.  In the event of changes in the
outstanding common shares of the Bank by reasons of stock dividends, stock
splits, recapitalizations, mergers, consolidations, combinations or exchange
of shares, separations, reorganizations, or liquidations, the number of Shares
available under the Plan in the aggregate and the maximum number of Shares as
to which Options and Stock Appreciation Rights 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, Stock Appreciation Rights, or portions thereof then
unexercised, shall relate, to the end that the Participant's proportionate
interest shall be maintained as before the occurrence of such events; 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.

4.   Rights as Shareholder.  A Participant entitled to Shares as a result of the
exercise of an Option or Stock Appreciation Right shall not be deemed for any
purpose to be, or have rights as, a shareholder of the Bank 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.

5.   Expenses.  The expenses of this Plan shall be paid by the Bank.

6.   Withholding. Any person exercising an Option or Stock Appreciation Right
shall be required to pay to the appropriate member of the Bank Group the
amount of any taxes such member is required by law to withhold with respect to
the exercise of such option or Stock Appreciation Right. Such payment shall be
due on the date such member is required by law to withhold such taxes. Such
payment may also be made at the election of the optionee by the surrender of
Shares then owned by the optionee, or the withholding of Shares otherwise to be
issued to the optionee on exercise, in an amount that would satisfy the
withholding amount due. Any election so made by optionees subject to
Section 16(b) of the Securities Exchange Act of 1934, as amended, shall be in
accordance with the requirements of Rule 16b-3 and any interpretations thereof
of the Securities and Exchange Commission. The value of such Shares withheld or
delivered shall be equal to the Fair Market Value of such Shares on the date of
exercise. In the event that such payment is not made when due, the Bank shall
have the right to deduct, to the extent permitted by law from any payment of
any kind otherwise due to such person from any member of the Bank Group, all
or part of the amount required to be withheld (including cash payable in
settlement of a Stock Appreciation Right).

7.   Compliance with Applicable Law.  Notwithstanding anything herein to the
contrary, the Bank 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 or Stock Appreciation Right, unless and until the Bank 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 Bank 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.

8.   Application of Funds.  Any cash proceeds received by the Bank from the
sale of Shares pursuant to Options will be used for general corporate purposes.
       
9.   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.