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                    EXHIBIT 10.1 AMERICAN BANK OF CONNECTICUT
                        1984 INCENTIVE STOCK OPTION PLAN
  (AS ASSUMED BY AMERICAN FINANCIAL HOLDINGS, INC., EFFECTIVE JANUARY 18, 2002)




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                          AMERICAN BANK OF CONNECTICUT
                             WATERBURY, CONNECTICUT
                        1984 INCENTIVE STOCK OPTION PLAN
  (AS ASSUMED BY AMERICAN FINANCIAL HOLDINGS, INC., EFFECTIVE JANUARY 18, 2002)

      1. PURPOSE OF THE PLAN.  The Plan shall be known as the  American  Bank of
Connecticut  1984  Incentive  Stock Option  Plan.  The purpose of the Plan is to
attract and retain the best  available  personnel for  positions of  substantial
responsibility and to provide additional  incentive to employees of the American
Bank of  Connecticut  or any  future  Parent or  Subsidiary  of the Bank.  It is
intended that options issued  pursuant to this Plan shall  constitute  Incentive
Stock Options within the meaning of Section 422A of the Internal Revenue Code of
1954, as amended.

      2.  DEFINITIONS.  As used herein, the following definitions shall apply.

      (A)   "BANK" shall mean American Bank of Connecticut.

      (B)   "BOARD" shall mean the Board of Directors of the Bank.

      (C)   "COMMON STOCK" shall mean common stock,  par value $1.00 per share,
            of the Bank.

      (D)   "CODE" shall mean the Internal Revenue Code of 1954, as amended.

      (E)   "COMMITTEE"  shall mean the Stock Option Committee  appointed by the
            Board in accordance with paragraph 4(a) of the Plan.

      (F)   "EFFECTIVE DATE" of this Plan is February 15, 1984.

      (G)   "EMPLOYEE" shall  mean an officer, other than the President, Gene C.
            Guilbert or the Senior Vice  President,  Raymond M. Donohoe,  who is
            employed on a full-time basis by the Bank or by any future Parent or
            Subsidiary of the Bank.

      (H)   "OPTION" shall mean a stock option granted pursuant to this Plan.

      (I)   "OPTIONED  STOCK" shall mean the stock subject to an Option  granted
            pursuant to this Plan.

      (J)   "OPTIONEE" shall mean an employee who receives an Option.

      (K)   "PARENT" shall mean any future  corporation which would be a "parent
            corporation" as defined in Subsections 425(e) and (g) of the Code.

      (L)   "PLAN"  shall  mean  the American Bank of Connecticut 1984 Incentive
            Stock Option Plan.



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      (M)   "Subsidiary"  shall mean any  future  corporation  which  would be a
            "subsidiary corporation" as defined in Subsections 425(f) and (g) of
            the Code.

      3.  SHARES  SUBJECT  TO THE PLAN.  Except  as  otherwise  required  by the
provisions  of paragraph  10 hereof,  the  aggregate  number of shares of Common
Stock  deliverable  upon the exercise of Options  pursuant to the Plan shall not
exceed  30,000  shares.  Such shares may either be  authorized  but  unissued or
treasury shares.

      If an Option should expire or become  unexercisable for any reason without
having been exercised in full, the unpurchased shares which were subject thereto
shall, unless the Plan shall have been terminated, be available for the grant of
other Options under the Plan.

      4.  ADMINISTRATION OF THE PLAN.

      (a)  COMPOSITION  OF  COMMITTEE.  The Plan  shall be  administered  by the
Committee  consisting of not less than three  directors of the Bank appointed by
the Board.  Employees who are  designated by the Committee  shall be eligible to
receive an Option under the Plan,  and all persons  designated as members of the
Committee shall be  "disinterested  persons" within the meaning of Rule 16b-3 of
the Securities Exchange Act of 1934.

      (b) POWERS OF THE COMMITTEE.  The Committee is authorized (but only to the
extent not  contrary to the  express  provisions  of the Plan or to  resolutions
adopted by the Board) to interpret  the Plan,  to  prescribe,  amend and rescind
rules and regulations relating to the Plan, to determine the form and content of
Options to be issued under the Plan and to make other  determinations  necessary
or advisable for the administration of the Plan, and shall have and may exercise
such other power and  authority as may be delegated to it by the Board from time
to time. A majority of the entire  Committee  shall  constitute a quorum and the
action of a majority of the members  present at any meeting at which a quorum is
present shall be deemed the action of the Committee.

      The  President  of the Bank is hereby  authorized  to execute  instruments
evidencing  Options on behalf of the Bank and to cause them to be  delivered  to
the Optionees.

      (c)  EFFECT OF COMMITTEE'S DECISION.  All  decisions,  determinations  and
interpretations  of the Committee  shall be final and  conclusive on all persons
affected thereby.

      5.  ELIGIBILITY.  Options may be granted only to employees of the Bank who
are officers,  other than the President,  Gene C. Guilbert,  and the Senior Vice
President,  Raymond M. Donohoe,  so long as the Option is a  consequence  of the
employment relationship. Such an employee who has been granted an Option may, of
otherwise eligible, be granted an additional Option or Options.

      The aggregate  fair market value  (determined as of the date the Option is
granted)  of the shares  for which any  Employee  may be granted  Options in any
calendar  year (under all Incentive  Stock Option  Plans,  as defined in Section
422A of the Code, of the Bank or any future Parent or

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Subsidiary  of the Bank)  shall not  exceed  $100,000,  plus any  "unused  limit
carryover" to such year, as defined in Section 422A(c) of the Code.

      An Option may not be  exercisable  while  there is an  outstanding  Option
granted at an earlier time under the Plan.

      6.  TERM OF PLAN - TERM OF OPTIONS.

      (a) The Plan  shall  continue  in effect for a term of ten (10) years from
its Effective Date, unless sooner terminated pursuant to paragraph 14.

      (b) The term of each Option granted under the Plan shall be established by
the Committee,  but shall not exceed ten (10) years,  provided however,  that in
the  case  of  an  Employee  who  immediately   before  such  grant  owns  stock
representing  more than ten (10)  percent  of the  voting  power or value of all
classes of stock of the Bank,  the term of such Option shall not exceed five (5)
years.

      7. OPTION PRICE. The price per share at which each Option is granted under
the Plan may be exercised shall not, as to any particular  Option,  be less than
the fair market  value of the stock at the time such  Option is granted.  In the
case of an Employee who  immediately  before such grant owns stock  representing
more than ten (10)  percent of the voting power or value of all classes of stock
of the Bank,  the Option  price  shall not be less than 110% of the fair  market
value of the stock at the time the Option is granted.

      8.  EXERCISE OF OPTION.

      (a)  PROCEDURE  FOR  EXERCISE.  Any  Option  granted  hereunder  shall  be
exercisable  at such times and under  such  conditions  as shall be  permissible
under the  terms of the Plan and of the  Options  granted  to the  Optionee.  An
Option may not be exercised for a fractional share.

      An  Option  granted  pursuant  to the Plan may be  exercised,  subject  to
provisions  relative to its termination  and  limitations on its exercise,  from
time to time only by (1) written  notice of intent to  exercise  the option with
respect  to  a  specified  number  of  shares,  and  (2)  payment  to  the  Bank
(contemporaneously  with delivery of each such notice),  in cash or by certified
or bank  cashier's or teller's  check,  of the amount of the Option price of the
number of shares with respect to which the Option is then being exercised.  Each
such notice and payment shall be delivered,  or mailed by prepaid  registered or
certified mail,  addressed to the Secretary of the Bank at the Bank's  executive
offices.

      (b) Unless otherwise  provided in the terms of an Option, an Option may be
exercised  by an Optionee  only while he is an Employee and has  maintained  his
status as an Employee  since the date of the grant of the Option,  except if the
Optionee's  employment is terminated by reason of disability  (within meaning of
Section 105(d)(4) of the Code), then the Optionee may exercise his option within

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one  year  from  the  date of  termination  of his  employment  because  of such
disability or if the Optionee's employment is terminated by reason of death, the
Option of such  deceased  Optionee may be  exercised  within three months of the
date of the death of Optionee by the person or persons (including his estate) to
whom his rights under such Option shall have passed by will or by law of descent
and distribution.

      The Committee's  determination as to whether an Optionee's  employment has
ceased,  and the  effective  date thereof  shall be final and  conclusive on all
persons affected hereby.

      9.  NON-TRANSFERABILITY OF OPTIONS. Options granted under the Plan may not
be sold,  pledged,  assigned,  hypothecated,  transferred  or disposed of in any
manner other than by will or by the laws of descent and distribution.

      10.  ADJUSTMENTS.  In the event of any change in the outstanding shares of
Common  Stock by  reason  of any  stock  dividend  or  split,  recapitalization,
reclassification,  merger, consolidation,  combination or exchange of shares, or
other  similar  corporate  change,  whether  or not the  Bank  is the  surviving
corporation, then if the Committee shall determine, in its sole discretion, that
such change  necessarily  or equitably  requires an  adjustment in the number of
shares  subject  to each  outstanding  Option  and the  Option  prices or in the
maximum number of shares subject to this Plan, such adjustments shall be made by
the Committee and shall be conclusive and binding for all purposes of this Plan.
No adjustments  shall be made in connection  with the issuance by the Company of
any warrants,  rights or options to acquire additional shares of Common Stock or
of securities convertible into Common Stock.

      11. TIME OF  GRANTING  OPTIONS.  The date of grant of an Option  under the
Plan  shall,  for all  purposes,  be the date on which the  Committee  makes the
determination  of granting  such Option.  Notice of the  determination  shall be
given to each Employee to whom an Option is so granted within a reasonable  time
after the date of such grant.

      12.  APPROVAL  BY  STOCKHOLDERS.   The  Plan  shall  be  ratified  by  the
stockholders of the Bank on or before January 18, 1985.

      13.  MODIFICATION  OF  OPTIONS.  At any  time  and  from  time to time the
Committee may modify any outstanding  Options provided no rights of the Optionee
under said Options are impaired without his consent.

      14.  TERMINATION  OF PLAN. The Board may terminate this Plan provided such
termination  does not  impair  any rights of an  Optionee  under an  outstanding
Option.

      15.  CONDITIONS  UPON ISSUANCE OF SHARES.  Shares shall not be issued with
respect to any Option granted under the Plan unless the issuance and delivery of
such shares shall comply with all relevant  provisions  of Federal and State law
and the rules and  regulations  issued  thereunder and the  requirements  of any
stock exchange upon which the shares may be then listed.

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      16.  RESERVATION  OF SHARES.  The Bank during the term of this Plan,  will
reserve  and keep  available  a number  of  shares  sufficient  to  satisfy  the
requirements of the Plan.








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