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                                                                    Exhibit 10.4


                        FIRST INTERNATIONAL BANCORP, INC.
                  AMENDED AND RESTATED 1996 STOCK OPTION PLANS

        1. Purpose of the Plan. The purpose of the 1996 Stock Option Plans is to
attract and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to certain key Directors and
officers of FIRST INTERNATIONAL BANCORP, INC. and any subsidiaries which FIRST
INTERNATIONAL BANCORP, INC. presently owns or controls or may hereafter organize
or acquire, and to promote the success of the business.

        2. Definitions. As used herein the following definitions shall apply.

               (a) "Bank Holding Company" shall mean FIRST INTERNATIONAL
BANCORP, INC. or any direct or indirect subsidiary now owned or hereafter
acquired by Bank Holding Company.

               (b) "Board" shall mean the Board of Directors of FIRST
INTERNATIONAL BANCORP, INC.

               (c) "Cause" means any of the following: (a) insubordination or
other refusal or failure to carry out the instructions or policies of the Board
or the board of directors of any of the Bank Holding Company's subsidiaries or
the officers to whom the Optionee reports; (b) dishonesty, crime or action
involving moral turpitude, or any other conduct that is illegal, immoral or
materially injurious to the Bank Holding Company or any of its subsidiaries; or
(c) breach of Optionee's covenants or obligations under any agreement with the
Bank Holding Company or any of its subsidiaries; or (d) non-performance in the
performance of Optionee's duties, evaluated primarily with reference to the Bank
Holding Company's or any of its subsidiaries' credit and organization policies
and with reference to the goals and budgets approved by the Board or the board
of directors of any of the Bank Holding Company's subsidiaries, and, if such
non-performance referred to in this clause (d) is capable of being corrected,
continuation of such non-performance for 30 days after the Bank Holding Company
or any of its subsidiaries, as the case may be, gives notice to the Optionee
describing such non-performance.

               (d) "Code" shall mean the Internal Revenue Code of 1986, as
amended.

               (e) "Common Stock" shall mean the Common Stock of the Bank
Holding Company.

               (f) "Directors" means Directors of First International Bancorp,
Inc. or of any direct or indirect subsidiary now owned or hereafter acquired by
First International Bancorp, Inc.

               (g) "Employee" shall mean a regular, salaried full-time
("full-time" as used herein is defined as an employee working 20 or more hours
per week) employee (as the term
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"employee" is used in Section 422 of the Code) of the Bank Holding Company or
one of its subsidiaries, as the term "subsidiary corporation" is defined in
Section 424 of the code.

               (h) "Option" shall mean a stock option granted pursuant to the
Plan.

               (i) "Option Price" shall mean the price determined by the Board
pursuant to the Plan.

               (j) "Optioned Stock" shall mean the stock subject to an Option
granted pursuant to the Plan.

               (k) "Optionee" shall mean an Employee who received an Option.

               (l) "Plan" or "Plans" shall mean collectively the Amended and
Restated 1996 Stock Option Plans. Although the Plans shall be subject to the
same terms and conditions except as otherwise expressly stated herein, they
shall be deemed to be two Plans. One of the Plans encompasses Options granted to
the Directors, while Options will be granted on the terms set forth herein
without discretion by the Board with respect thereto; the other Plan encompasses
Options granted to persons other than Directors, which Options will be granted
as and when determined by the Board.

               (m) "Share" shall mean a share of Common Stock of the Bank
Holding Company as adjusted in accordance with Section 12 of the Plan.

        3. Stock Subject to the Plan. Subject to the provisions of Section 12 of
the Plan, the maximum aggregate number of Shares which may be optioned and sold
under the Plan is Two hundred thousand three hundred sixteen (200,316) of Common
Stock of the Bank Holding Company. Such Shares may be authorized but unissued
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, become available for
other Options under the Plan.

        4. Administration of the Plan.

               (a) Procedure. The Plan shall be administered by the Board. The
Board may act hereunder through a Committee of two or more Directors (a
"Committee"). References herein to the granting of Options by the Board, the
authority of the Board, and the decisions, determinations and interpretations of
the Board are intended to include any Options granted by the Committee, exercise
of authority by the Committee, and any decisions, determinations and
interpretations by the Committee.

               (b) Powers of the Board. Subject to the provisions of the Plan,
the Board shall have the authority: (i) to grant to any officer who is an
Employee an Option to purchase Shares of the Bank Holding Company, which shall
be conditioned on the execution by such




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officer of a Stock Option Agreement substantially in the form of Exhibit A
hereto (with such modifications as the Board may desire, within the terms of
this Plan and within the requirements of the law); (ii) to determine the Option
Price for any Shares to be issued pursuant to an Option granted under the Plan,
the officer to whom, and the time or times at which, Options shall be granted,
and the number of Shares to be represented by each Option, the time or times at
which Options may be exercised, and the term of each Option which in no event
shall be more than ten (10) years from the date of the grant of the Option;
(iii) to interpret the Plan; (iv) to prescribe, amend and rescind rules and
regulations relating to the Plan; (v) to determine the terms and provisions of
each Option granted under the Plan (which need not be identical) and, with the
consent of the holder thereof, to modify or amend each Option; (vi) to authorize
any person to execute on behalf of the Bank Holding Company any instrument
required to effectuate the grant of an Option previously granted by the Board;
and (vii) to make all other determinations deemed necessary or advisable for the
administration of the Plan. Options shall be granted to members of the Board of
Directors of the Company only pursuant to section 4(e) below.

               (c) Effect of Board's Decision. All decisions, determinations and
interpretations of the Board shall be final and binding on all Optionees and any
other holders of any Options granted under the Plan.

               (d) Minimum Grants to Officers. The grants of Options pursuant to
Section 4(b) above shall include the following (in addition to any other Options
that may be granted):

                      (i) Each Vice President, Senior Vice President, and
        Executive Vice President of the Company employed by the Bank Holding
        Company prior to January 1, 1996 shall receive, on the date that this
        Plan is adopted by the Board, an Option to purchase the number of shares
        by which the Applicable Initial Option exceeds the sum of (A) the number
        of Shares that each such person had the option to buy from the Bank
        Holding Company immediately prior to the adoption of this Plan by the
        Board, plus (B) the number of Shares purchased by such Employee from the
        Bank Holding Company at any time prior to the adoption of the Plan
        pursuant to the exercise of a stock option (regardless of whether such
        existing or previous options were granted pursuant to an option plan and
        regardless of whether such existing options were vested or immediately
        exercisable). For the purposes of this Plan, the "Applicable Initial
        Option" shall be the number of Shares obtained by (A) taking the
        Compensation Percentage Amount of each such person's aggregate (i.e.,
        cumulative) base salary since the date of such person's employment by
        the Bank Holding Company, and (B) dividing such Compensation Percentage
        Amount by the fair market value of each Share, as determined by the
        Board on the date that this Plan is adopted by the Board, and the
        "Compensation Percentage Amount" is 5% of such cumulative base salary
        for Vice Presidents, 10% of such cumulative base salary for Senior Vice
        Presidents, and 20% of such cumulative base salary for Executive Vice
        Presidents.

                      (ii) Each Vice President, Senior Vice President, and
        Executive Vice President of the Bank Holding Company shall receive, at
        such time as the Board shall determine during the first 4 months of each
        fiscal year of the Company while such person







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         continues to hold such position, an option to purchase the number of
         Shares equal to their Applicable Additional Option. For the purposes
         hereof, the "Applicable Additional Option" shall be the number of
         shares obtained by (A) taking the Compensation Percentage Amount (as
         defined in clause (i) above) of each such person's annual base salary
         as of the end of the immediately preceding fiscal year of the Company,
         and (B) dividing such Compensation Percentage amount by the fair market
         value of each Share, as determined by the Board on the date that the
         Options are granted.

               (e) Grants to Directors.

                      (i) Options to Directors shall be granted only pursuant to
        this Section 4(e). Immediately subsequent to the annual meeting of
        shareholders of the Company each year during the term of the Plan (the
        "Director Option Date"), commencing with the 1998 Director Option Date,
        each Director who was a Director immediately prior to such annual
        meeting and who physically attended at least 80% of the sum of (A) the
        meetings of the board of directors of the Bank Holding Company (if such
        person is a Director of the Bank Holding Company) and (B) the meetings
        of any subsidiary thereof of which such person is a Director (including
        for such purpose meetings of committees of which such person is a
        member) since the previous year's annual meeting (or, if such person
        became a Director after the previous year's annual meeting, during the
        time that such person was a Director) shall receive an Option to
        purchase 1,000 Shares of Common Stock. Each Director who was not a
        Director immediately prior to such annual meeting shall also receive an
        Option to purchase 1,000 Shares of Common Stock. Each Option granted to
        a Director under this paragraph shall remain outstanding for a term of
        ten years. Each such Option shall vest and become exercisable 25% one
        year after the granting of the option; 50% two years after the granting
        of the option; 75% three years after the granting of the option; and
        100% four years after the granting of the option; by way of example, if
        12% of the option is exercised between one year and two years after the
        granting of the option, an additional 38% of the option may be exercised
        after two years. If a person is a director of more than one entity, such
        Director nevertheless may only receive one 1,000 share Option in any
        year under this paragraph.

                      (ii) The Option Price for Options granted hereunder to
        directors shall be the fair market value of the Shares on the applicable
        Director Option Date. If the Shares are traded on a stock exchange on
        the applicable Director Option Date, the fair market value for Options
        granted to directors shall be the closing price on the primary stock
        exchange on which the Shares are traded; if the Shares are not traded on
        a stock exchange but are publicly traded, the fair market value for
        Options granted to directors shall be the average of the closing bid and
        asked prices on such date; if the Shares are not publicly traded, the
        fair market value shall be such price per Share as is determined by a
        disinterested Committee of the Board or by an independent appraiser
        retained by the Board.





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        5. Eligibility. Options under the Plan may be granted only (a) to
members of the Board of Directors of the Bank Holding Company, or (b) to
officers who are Employees and who have been appointed as a Vice President or a
higher position with the Bank Holding Company as the Board shall select. An
officer or Director who has been granted an Option may, if such officer or
Director is otherwise eligible, be granted an additional Option or Options.

        6. Term of Plan. The Plan shall become effective upon its adoption by
the Board; subject, however, to approval by the holders of at least two-thirds
of the outstanding stock of each class of the Bank Holding Company within twelve
(12) months thereafter. The exercise of any Option granted prior to such
shareholder approval shall be conditioned on such shareholder approval. The Plan
shall continue in effect for a term of ten (10) years unless sooner terminated
under Section 14 of the Plan.

        7. Term of Option. The term of each Option granted under the Plan shall
be no greater than ten (10) years from the date of grant thereof.

        8. Option Price. The Option Price for the Shares to be issued pursuant
to any such Option granted under the Plan (except for Options granted to
Directors) shall be any price determined by the Board; provided, however, such
Option Price shall in no event be less than one hundred percent (100%) of the
fair market value per share of the Bank Holding Company's Common Stock at the
date of the grant of the Option, as determined by the Board.

        9. Vesting. Except as the Board may otherwise provide in an Optionee's
written Stock Option Agreement and except for Options granted hereunder to
Directors, the Option shall be 25% vested one year after the granting of the
option; 50% vested after two years; 75% vested after 3 years; and 100% vested
after 4 years. An Option may not be exercised for a number of shares (including
previous exercises under such Option) that is greater than the percentage of the
Option that has vested.

        10.    Exercise of Option.

               (a) Procedure for Exercise. Any Option granted hereunder shall be
exercisable on such terms and conditions as are set forth in the Stock Option
Agreement entered into between the Bank Holding Company and the Optionee with
respect to the grant of such Option. The Option Price of the Shares as to which
an Option shall be exercised shall be paid in full at the time of exercise, at
the election of the Optionee, in cash or currency of the United States of
America, certified check or bank cashier's check.

               An Option shall be exercised when written notice of such exercise
has been given to the Bank Holding Company in accordance with the terms of the
Optionee's Stock Option Agreement by the person entitled to exercise the Option
and payment as described above for the Shares with respect to which the Option
is exercised has been received by the Bank Holding Company accompanied by any
other representations or agreements required by the terms of this Plan or the
Optionee's Stock Option Agreement granted hereunder.





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               (b) Termination of Employment or Cessation of Directorship. If an
Optionee ceases to be a Director or an Employee of the Bank Holding Company for
any reason, whether voluntary or involuntary, including without limitation
retirement (but not including termination without Cause or due to death or
permanent disability (as such term is used in Section 22(e)(3) of the Code), the
Option will automatically expire as of the date of the termination of such
Optionee's directorship or employment as the case may be. The Plan shall not
confer upon any Optionee any right with respect to continuation of directorship
or employment by the Bank Holding Company, nor shall it interfere in any way
with such Employee's right or the Bank Holding Company's right to terminate such
Director's term or Employee's employment at any time. If the Optionee's
directorship or employment is terminated without Cause or due to the Optionee's
death or permanent disability, the Option will automatically expire as of the
date 90 days after the termination of such Optionee's directorship or
employment, as the case may be.

        11. Non-Transferability of Options. Except to the extent expressly
provided in Section 10(b) above, the Option may not be sold, pledged, assigned,
hypothecated, transferred or disposed of in any manner and may be exercised,
during the lifetime of the Optionee, only by the Optionee.

        12. Adjustment Upon Changes in Capitalization. In the event there is any
change in the Common Stock through the declaration of stock dividends, or
through recapitalization resulting in a stock split, or combination or exchange
of Shares, or otherwise, the Board shall appropriately adjust the number of
class of Shares covered by any Option but which are unexercised, as well as the
price to be paid therefor so as to equal the same number of Shares that a record
holder of an equal number of Shares immediately prior to such event would own or
be entitled to receive after the happening of such event. Any such adjustment
shall be determined by the Board as to Options other than those held by
Directors, but Options held by Directors shall be adjusted in the same manner.
In the event of any such change in the outstanding Common Stock, the Board shall
appropriately adjust the aggregate number and class of shares available under
the Plan.

               In the case of any such change in the Common Stock, the aggregate
option price in each Optionee's Stock Option Agreement of all the Shares covered
thereby prior to such change, shall be the aggregate option price for all the
shares or other securities substituted for such shares or to which such shares
are adjusted, and the Option Price per share after such change shall be
determined accordingly.

               In the case of any consolidation of the Bank Holding Company
with, or merger of the Bank Holding Company into, any other corporation (other
than a consolidation or merger in which the Bank Holding Company is the
continuing corporation), or in case of any sale or transfer of all or
substantially all of the assets of the Bank Holding Company, and, in particular,
in the event of the acquisition of the majority of the Common Stock of the Bank
Holding Company by a holding company, the corporation formed by such
consolidation or the corporation into which the Bank Holding Company shall have
been merged or the corporation which shall have acquired such assets or Common
Stock, as the case may be (the "Acquiring Corporation"), shall execute and
deliver to each Optionee a supplemental stock option agreement







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providing that the Holder of each Option then outstanding shall have the right,
during the period such Option shall be outstanding pursuant to its terms, to
exercise such Option (to the extent vested) as to the kind and amount of shares
of stock receivable upon such acquisition, consolidation, merger, sale or
transfer by a holder, immediately prior to such acquisition, consolidation,
merger, sale or transfer, of the total number of shares subject to the Option.
Such supplemental stock option agreement shall provide for adjustments which
shall be as nearly equivalent as may be practical to the adjustments provided
for in this Article. The provisions of this Section shall similarly apply to
successive acquisitions, consolidations, mergers, sales or transfers. The
supplemental stock option agreement shall also provide for the exercise of
Options using stock of the corporation which is the subject of the Option.

               No fractional Shares of the Common Stock shall be issuable on
account of any action aforesaid, and the aggregate number of Shares into which
Shares then covered by the Option when changed as a result of such action shall
be reduced to the largest number of whole shares resulting from such action,
unless the Board (or in the event of an acquisition, consolidation, merger, sale
or transfer as described above, the Board of Directors of the Acquiring
Corporation), in its discretion, shall determine to issue scrip certificates. In
such event, the scrip certificates shall be in a form and have such terms and
conditions as the Board (or the Board of Directors of Acquiring Corporation, as
the case may be) in its discretion shall prescribe.

        13. Time of Granting Options. The date of grant of an Option under the
Plan other than Options granted to Directors shall, for all purposes, be the
date on which the Board makes the determination 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. Options to
Directors shall be granted at the times provided for in Section 4(e) above.

        14. Amendment and Termination of the Plan.

               (a) Amendment. The Board, without approval of the shareholders,
may amend the Plan from time to time in such respects as the Board may deem
desirable; provided, however, the Board may not extend the term of the Plan,
increase or decrease the aggregate number of Shares subject to the Plan (except
as provided in Section 12 of the Plan), or alter the class of employees eligible
to receive Options without the approval of the Bank Holding Company's
shareholders; and further provided that the Board may not amend Sections 4(e)
and 9 more than once every six months, other than to comport with changes in the
Code, the Employee Retirement Income Security Act, or the rules thereunder.

               (b) Termination. The Board, without approval of the shareholders,
may at any time terminate the Plan.

               (c) Effect of Amendment or Termination. Any such amendment or
termination of the Plan shall not affect Options already granted and such
Options shall remain in full force and effect as if this Plan had not been
amended or terminated and shall be deemed to incorporate the terms of this Plan
as it existed on the dates the Options were granted.





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        15. Conditions Upon Issuance of Shares. Shares shall not be issued with
respect to an Option granted under the Plan unless the exercise of such Option
and the issuance and delivery of such Shares pursuant thereto shall comply with
all relevant provisions of law, including, without limitation, the Securities
Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the
rules and regulations promulgated thereunder, the requirements of any stock
exchange upon which the Shares may then be listed, and the applicable counsel
for the Bank Holding Company with respect to such compliance.

               As a condition to the exercise of an Option, the Bank Holding
Company may require a person exercising such Option to represent and warrant at
the time of any such exercise that the Shares are being purchased only for
investment and without any present intention to sell or distribute such Shares
if, in the opinion of counsel for the Bank Holding Company such a representation
is necessary or desirable under any of the aforementioned relevant provisions of
law.

        16. Reservation of Shares. The Bank Holding Company, during the term of
this Plan, will at all times reserve and keep available, the number of Shares as
shall be sufficient to satisfy the requirements of the Plan.

               Inability of the Bank Holding Company to obtain from any
regulatory body having jurisdiction such as authority as is deemed by the Bank
Holding Company's counsel to be necessary for the lawful issuance and sale of
any shares hereunder shall relieve the Bank Holding Company of any liability
with respect of the non-issuance or sale of such Shares as to which such
requisite authority shall not have been obtained.

        17. Use of Proceeds. All proceeds received by the Bank Holding Company
under the Plan shall be used for its general corporate purposes.

        18. Tax Withholding Requirement. The Board may require the Optionee, in
the Optionee's Stock Option Agreement, to agree to remit to the Bank Holding
Company any amount of federal, state or local taxes required to be withheld by
the Bank Holding Company in connection with the issuance of the Shares.


Amended and restated as of the 24th day of January, 2000.






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