Exhibit 10.5


 


THE BANK OF NEW CANAAN


 


2002 BANK MANAGEMENT, DIRECTOR AND FOUNDER
STOCK OPTION PLAN


 


1.          Purpose


 


The Bank Management, Director
and Founder Stock Option Plan is designed to reward certain individuals for their early efforts and contributions to the organization
of the Bank. The Plan is also designed to provide economic incentive to the Bank’s Directors and Senior officers. This Plan
will enable such persons to acquire or increase a proprietary interest in the Bank, and thus to share in the future success of
the Bank's business. The prospective availability of the Plan has contributed to attracting and retaining outstanding personnel
who are in a position to make important and direct contributions to the success of the Bank. The Plan will serve to promote a closer
identity of interests between the Bank's Directors and Senior Officers.


 


2.          Definitions


 


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


 


"Bank" means
The Bank of New Canaan.


 


"Board" means the Board
of Directors of the Bank.


 


"Code" means the Internal
Revenue Code of 1986, as amended, and the regulations thereunder.


 


"Committee" means the Board's
Personnel and Compensation Committee or any similar committee designated by the Board to serve the functions of the Committee under
the Plan. The Committee's responsibilities may be performed by the Board as a whole.


 


"Common Stock" means the
Bank's Common Stock, par value $1.00 per share.


 


"Disability," as applied
to a Grantee, shall have the meaning set forth in Section 22(e)(3) of the Code.


 


“Eligible Grantee” means
such persons referred to in Section 5 hereof (including Original Founders, Non-Employee Directors and other specifically named
individuals), and the officers, employee directors and other employees of the Bank.


 


"ERISA" means the Employee
Retirement Income Security Act of 1974, as amended.


 


"Exchange Act" means the
Securities Exchange Act of 1934, as amended.


 




    	-1-



    	 



    

 


"Fair Market Value" shall
be determined by the Board in its discretion based upon available information.


 


"Grantee" means an Eligible
Grantee to whom an Option is granted.


 


"Grant Date," as used with
respect to a particular Option, means the date on which such Option is granted by the Committee pursuant to the Plan as set forth
in Section 5(b).


 


"Incentive Stock Option"
means an Option described in Code Section 422(b).


 


"Non-Employee Director"
means a member of the Board who is not an employee of the Bank or any Subsidiary.


 


"Nonstatutory Stock Option"
means an Option that is not an Incentive Stock Option. All Options shall be Nonstatutory Stock Options unless identified as Incentive
Stock Options.


 


“Offering” means the
Bank’s initial stock offering pursuant to that certain Offering Circular dated October 7, 1999.


 


"Option" means an option
granted pursuant to the Plan to purchase the number of Shares specified by this Plan.


 


"Option
Agreement" means a written agreement in a form approved by the Committee to be entered into by the Bank and the Grantee of
an Option, as provided in Section 8 hereof.


"Option Price" means the
purchase price of each share of Common Stock subject to an Option set by the Committee in accordance with Section 9 hereof.


 


"Original Founder" means
Robert Hebert, Todd Lampert, and Donna Wilson.


 


"Plan" means the 2002 Bank
Management, Director and Founder Stock Option Plan, as amended from time to time.


 


"Retirement," as applied
to an officer, shall mean when the officer’s employment with the Bank or any present or future parent or Subsidiary of the
Bank terminates upon reaching the normal age of retirement as established by the Board's policies from time to time.


 


"Retirement," as applied
to a Non-Employee Director, shall mean when the Non-Employee Director's term on the Board terminates due to age in accordance with
the Bank's Bylaws or retirement policy, as applicable.


 


"Subsidiary" means an entity
of which, at the time such subsidiary status is to be determined, at least 50% of the total combined voting power of all classes
of stock of such entity is held by the Bank and its Subsidiaries (exclusive of ownership by the entity whose subsidiary status
is being determined).


 




    	-2-



    	 



    

 


"Successor" means the legal
representative of the estate of a deceased Grantee or the person or persons who shall acquire the right to exercise an Option by
bequest or inheritance or by reason of the death of the Grantee.


 


"Term" means the period
during which a particular Option may be exercised.


 


3.          Effective Date
and Duration of Plan


 


The Plan shall become effective
as of the later of (i) day of its adoption by the Board or (ii) the latest of any re-adoption by the Board of Directors (the "Effective
Date") subject to approval of the Plan within one year of such Effective Date by the holders of a majority of the outstanding
shares of Common Stock present or represented and entitled to vote at a duly held meeting of the Bank's shareholders; provided,
however, that upon approval of the Plan by the shareholders of the Bank, all Options granted under the Plan on or after
the Effective Date shall be fully effective as if the shareholders of the Bank had approved the Plan on the Effective Date. If
the shareholders fail to approve the Plan within one year of the Effective Date, any Options granted hereunder shall be null and
void and of no effect.


 


Unless previously terminated
by the Board of Directors or except as otherwise provided for herein, the Plan shall terminate, as to any shares as to which Options
have not theretofore been granted, on the tenth anniversary of the Effective Date.


 


4.          Administration
of the Plan


 


		(a)	The Plan shall be administered by the Committee. A majority of the Committee shall be a “Non-Employee
Directors” as defined in Rule 16b-3 under the Exchange Act. Subject to the limitations of Section 4(c) hereof, nothing herein
shall be deemed to prohibit any employee director from serving on the Committee. The Committee shall have the responsibility of
construing and interpreting the Plan and of establishing and amending such rules and regulations as it deems necessary or desirable
for the proper administration of the Plan. Any decision or action taken or to be taken by the Committee, arising out of or in connection
with the construction, administration, interpretation and effect of the Plan and of its rules and regulations, shall, to the extent
permitted by law, be within its absolute discretion (except as otherwise specifically provided herein) and shall be conclusive
and binding upon all Grantees and any person claiming under or through any Grantee.



 


		(b)	The Committee shall have plenary authority, subject to the provisions of the Plan, to grant Options
(including the authority to re-grant forfeited Options) in the form of Incentive Stock Options and/or Nonstatutory Stock Options
and to determine to whom such Options shall be granted and the number of shares subject thereto, the Term of each Option, the waiver
or acceleration of terms on any Options, including to accelerate the exercisability or vesting of all or any portion of any Option
or to extend the period during which an Option is exercisable, provided that no Incentive



 




    	-3-



    	 



    

 


Stock Option shall be granted which
is exercisable after the expiration of ten (10) years from the date it is granted.


 


		(c)	Any member of the Board or the Committee who is an employee of the Bank or any of its Subsidiaries
shall be without vote on (i) any proposed amendment to the Plan, or (ii) any other matter which might affect such member's individual
interest under the Plan; nor shall such member's presence be counted in determining whether a quorum is present at any meeting
at which a vote involving the Plan or individual rights thereunder is taken.



 


5.          Grant
of Options: Number and Source of Shares Subject to the Plan


 


		(a)	Subject to the provisions of Section 14 (relating to changes in capitalization), the number of
shares of Common Stock which may be sold pursuant to Options under the Plan shall not exceed, in the aggregate, 152,200 shares
(the “Plan Reserve”). Any shares of Common Stock to be delivered by the Bank upon the exercise of Options may, at the
discretion of the Board of Directors, be authorized but unissued shares, reacquired shares or shares bought on the market for purposes
of the Plan.



 


		(b)	Each of Original Founders Robert Hebert, Todd Lampert and Donna Wilson shall receive Options
to purchase Shares as hereunder set forth. Each such Option shall be exercisable at any time during a period commencing the date
following shareholder approval of the Plan and ending on a date five (5) years thereafter.



 


		(c)	The Committee may grant available Options (including re-grant of forfeited Options) to Non-Employee
Directors other than the Original Founders at an Option Price equal to the Fair Market Value on the Grant Date; provided, further,
that Options may be granted to Non-Employee Directors while serving thereon provided such grants are first specifically approved
by the Board with such Non-Employee Directors abstaining from such Board action.



 


		(d)	Dale Hebert and Kevin Hebert, whose early monetary contributions provided the Bank with the seed
capital necessary to pay initial organizational expenses, shall receive 1,667, and 833 Options respectively, which shall vest and
be fully exercisable upon the Grant Date.



 


		(e)	Robert Hebert and Donna Wilson, officers, directors and Original Founders of the Bank, shall receive
2,500 Options each.



 


		(f)	Todd Lampert, an initial organizer of the Bank and a Director, shall additionally receive 2,500
Options as partial consideration for his early financial and service contributions to the organization of the Bank.



 


		(g)	The date of grant of an Option shall be the date on which the Committee's action is final or such
later date as specified by the Committee.



 




    	-4-



    	 



    

 


		(h)	In the event that any Option expires, lapses or otherwise terminates prior to being fully exercised,
any share of Common Stock allocable to the unexercised portion of such Option may again be made subject to an Option.



 


6.          Limitation on
Incentive Stock Options


 


The aggregate Fair Market
Value (determined at the date an Incentive Stock Option is granted) of the shares with respect to which Incentive Stock Options
are exercisable for the first time by a Grantee during any calendar year (under the Plan or any other plan maintained by the Bank
or its subsidiaries) shall not exceed $100,000. Options so exceeding the $100,000 level, if any, shall be Non Statutory Stock Options.


 


7.          Option Agreement


 


		(a)	The prospective Grantee of an Option shall execute an Option Agreement with the Bank containing
such terms and conditions, not inconsistent with the Plan, as may be approved by the Committee. The terms and conditions of Option
Agreements may vary from Grantee to Grantee.



 


		(b)	The Committee may amend an Option Agreement from time to time.



 


		(c)	Appropriate officers of the Bank are hereby authorized to execute (by facsimile or manually affixed
signature) and deliver Option Agreements, and amendments thereto, in the name of the Bank as directed from time to time by the
Committee.



 


8.          Option
Price


 


The Option Price shall be fixed by the Committee
and stated in each Option Agreement and, except as set forth hereafter, shall be not less than the greater of par value or 100%
of the Fair Market Value of a share of the Common Stock on the Grant Date of the Option (as determined in good faith by the Committee).
Notwithstanding the foregoing, in the event the Grantee would otherwise be ineligible to receive an Incentive Stock Option by reason
of the provisions of Sections 422(b)(6) and 424(d) of the Code (relating to stock ownership of more than 10%), the Option Price
of an Option that is intended to be an Incentive Stock Option shall be not less than the greater of par value or 110% of the Fair
Market Value of a share of Common Stock on the Grant Date of such Option. Payment of the Option Price shall be made in cash or
in such other form as the Committee may approve, including shares of Common Stock of the Bank valued at the Fair Market Value on
the date of exercise of the Option, or a combination of cash and/or such other form of property, or by delivery of a properly executed
exercise notice together with irrevocable instructions to a broker to deliver promptly to the Bank sale or loan proceeds sufficient
to pay the Option Price. Without otherwise limiting the foregoing, the initial options issued under the Plan shall be at an exercise
price of not less than $10 per share of Common Stock.


 




    	-5-



    	 



    

 


		9.	Terms and Exercise of Options; Limitations on Exercise and

Transferability of Options



 


		(a)	Each Option granted under the Plan shall be exercisable only during a Term commencing on the Grant
Date, unless otherwise specified in the Option Agreement, and ending (unless the Option shall have terminated earlier under other
provisions of the Plan) on a date to be fixed by the Committee but in no event later than the tenth anniversary of its date of
grant; provided, however, that in the event the Grantee would otherwise be ineligible to receive an Incentive Stock
Option by reason of the provisions of Sections 422(b)(6) and 424(d) of the Code (relating to stock ownership of more than 10%),
an Option granted to such Grantee that is intended to be an Incentive Stock Option shall in no event be exercisable after the expiration
of five years from the date it is granted.



 


		(b)	The Committee shall have authority to grant Options exercisable in full at any time during their
Term, or exercisable in cumulative or non-cumulative installments.



 


		(c)	Notwithstanding the provisions of subparagraph (b) hereof, an Option or portion thereof that has
vested shall become fully exercisable upon the occurrence of the Grantee's death or withdrawal from the Board by reason of such
person’s Retirement or Disability, or on the day preceding a reorganization in which the Bank is not the surviving bank or
sale of assets or stock as described below in Section 14(c).



 


		(d)	Options shall be exercised in whole or in part in accordance with the procedures set forth in the
Grantee's Option Agreement.



 


		(e)	Subject to the provisions of subsection (f) hereof, upon compliance by the Grantee with such terms
of exercise, the Bank shall promptly deliver to the Grantee a certificate or certificates for the shares purchased, without charge
to the Grantee for any issue or transfer tax.



 


		(f)	The Committee may postpone any exercise of an Option for such time as the Committee in its discretion
may deem necessary, in order to permit the Bank with reasonable diligence to determine that the shares are qualified for delivery
under such securities laws and regulations as the Committee may deem to be applicable thereto; and the Bank shall not be obligated
by virtue of any Option Agreement or any provision of the Plan to recognize the exercise of an Option to sell or issue shares in
violation of any applicable law. Any such postponement shall not extend the Term of an Option; and neither the Bank nor its directors
or officers shall have any obligation or liability to the Grantee of an Option, or to the Grantee's Successor, with respect to
any shares as to which the Option shall lapse because of such postponement.



 


		(g)	All Options granted under the Plan shall not be transferable other than by will or by the laws
of descent and distribution or pursuant to a qualified domestic relations



 




    	-6-



    	 



    

 


order as defined by the Code or Title
I of ERISA, or the rules thereunder, and may be exercised during the lifetime of the Grantee only by the Grantee, except that the
Committee may permit:


 


		(i)	exercise, during the Grantee's lifetime, by the Grantee's guardian or legal representative;



 


		(ii)	transfer, upon the Grantee's death, to beneficiaries designated by Grantee in a manner authorized
by the Committee, provided that the Committee determines that such exercise and such transfer are, with respect to an Incentive
Stock Option, consonant with the requirements of Section 422(b)(5) of the Code; and



		(iii)	transfers for estate planning purposes, if the Committee determines that such transaction is not
inconsistent with the purposes of this Plan, in its discretion.



 


		(h)	Upon the exercise of a Nonstatutory Stock Option by the Grantee, the stock certificate or certificates
may, at the request of the Grantee, be issued in the Grantee's name and the name of another person as joint tenants with right
of survivorship.



 


		(i)	The Committee may provide, in the Option Agreement, for the lapse of the Option, prior to the expiration
of its term, upon the occurrence of any event specified by the Committee.



 


		(j)	A person electing to exercise an Option shall give written notice, in such form as the Committee
may require, of such election to the Bank and shall tender to the Bank the full Option Price of the shares of Common Stock for
which the election is made.



 


10.        Exercise
of Options by Grantee on Cessation of Employment 


 


Except as otherwise specifically
provided for herein, employment for the purposes of this section shall mean continuous full-time salaried employment with the Bank
or a Subsidiary, except that vacations, sick leaves and other approved absences and severance pay periods shall be disregarded.
Employment for the purposes of this section may, at the discretion of the Committee, also include continuous full-time salaried
employment with a former Subsidiary under circumstances as determined by the Committee, which determination can be made either
at the time of granting an Option or afterward. The following limitations shall apply to any provisions the Committee shall make
in an Option Agreement for exercises of Options following cessation of employment.


 


		(a)	Except as provided in Section 10(b), (c) and (e) below, in the event Grantee ceases to be an employee
of the Bank through involuntary termination without cause by the Bank or any voluntary termination, all Options held by such Grantee
shall lapse on the date that is the earlier of (i) three (3) months following such termination, or (ii) the expiration date set
forth in such Option.



 




    	-7-



    	 



    

 


		(b)	If such termination is due to Retirement, all Options held by such Grantee shall lapse on the date
that is the earlier of (i) three (3) months after such termination in the case of the exercise of an Incentive Stock Option, except
as otherwise provided in Section (d) below, and, such period of time as determined by the Committee and set forth in the Agreement
evidencing such Option in the case of the exercise of a Nonstatutory Stock Option, or (ii) the expiration date set forth in such
Option.



 


		(c)	If such termination is due to Disability, all Options held by such Grantee shall lapse on the date
that is the earlier of (i) one (1) year after such termination in the case of the exercise of an Incentive Stock Option, except
as otherwise provided in Section (d) below, and, such period of time as determined by the Committee and set forth in the Agreement
evidencing such Option in the case of the exercise of a Nonstatutory Stock Option, or (ii) the expiration date set forth in such
Option.



 


		(d)	An Incentive Stock Option not exercised within three (3) months after the date of termination due
to Retirement or within twelve (12) months after the date of termination due to Disability or death shall not lapse and may be
exercised within such period of time as determined by the Committee after the date of such termination to the extent set forth
in the Agreement evidencing such Option (as the permitted period of exercise in such circumstances of a Nonstatutory Stock Option)
but will no longer be eligible for the treatment afforded Incentive Stock Options under Section 422 of the Code.



 


		(e)	If a Grantee should die while employed by the Company or any subsidiary of the Company or after
Disability or Retirement, any Option previously granted to the Grantee under this Plan may be exercised by the person designated
in such Grantee's last will and testament or, in the absence of such designation, by the Grantee's estate, to the full extent that
such Option could have been exercised by such Grantee immediately prior to the Grantee's death, but not later than the anniversary
of the Grantee's death in the case of the exercise of an Incentive Stock Option and such period of time as determined by the Committee
and set forth in the Agreement evidencing such Option in the case of the exercise of a Nonstatutory Stock Option.



 


		(f)	No exercises may occur after expiration of the Term of the Option.



 


		(g)	In the event Grantee ceases to be an employee of the Bank through involuntary termination for cause,
all Options held by such Grantee shall lapse immediately upon such termination. “For Cause” shall be determined by
the Board of Directors or with reference to the employee’s employment agreement, if any.



 


11.        Exercise of Options by Grantee other
than on Cessation of Employment


 


		(a)	In the event Grantee ceases to be a Non-Employee Director of the Bank through removal for cause
by the Bank, all Options held by such Grantee shall lapse immediately upon removal as a Director;



 




    	-8-



    	 



    

 


		(b)	In the event Grantee ceases to be a Non-Employee Director of the Bank due to Retirement, death
or Disability, or any reason other than removal for cause, all Options held by such Grantee shall continue until the expiration
of the Term.



 


		(c)	No exercises may occur after expiration of the Term of the Option.



 


		(d)	The Options granted to Dale Herbert and Kevin Herbert pursuant to Section 5(d) above shall be transferable
upon the death of either one of them to their respective spouses and direct family members by will or intestate succession.



 


12.         Shareholders' Rights


 


No Grantee, and no beneficiary
or other person claiming through a Grantee, shall have any interest in any shares of Common Stock allocated for the purposes of
the Plan or subject to any Option until such shares of Common Stock shall have been transferred to the Grantee or such person.
Furthermore, the existence of the Options shall not affect: the right or power of the Bank or its stockholders to make adjustments,
recapitalizations, reorganizations or other changes in the Bank's capital structure; the dissolution or liquidation of the Bank,
or sale or transfer of any party of its assets or business; or any other corporate act, whether of a similar character or otherwise.


 


13.         No Right to Employment or to Serve
as a Director


 


		(a)	Nothing in the Plan or any instrument executed pursuant hereto shall confer upon any employee any
right to continue in the employ of the Bank nor shall anything in the Plan affect the right of the Bank to terminate the employment
of any employee, with or without cause.



 


		(b)	Nothing in the Plan or any instrument executed pursuant hereto shall confer upon any Non-Employee
Director any right to continue to serve as a Non-Employee Director of the Bank nor shall anything in the Plan affect the right
of the Board to remove a Non-Employee Director from the Board, with or without cause, in accordance with the Bank's Certificate
of Incorporation and By-laws.



 




    	-9-



    	 



    

 


14.         Effect of Changes in Capitalization


 


		(a)	Changes in Common Stock. If the outstanding shares of Common Stock are increased or decreased
or changed into or exchanged for a different number or kind of shares or other securities of the Bank by reason of any recapitalization,
reclassification, stock split-up, combination of shares, exchange of shares, stock dividend or other distribution payable in capital
stock, or other increase or decrease in such shares effected without receipt of consideration by the Bank, occurring after the
effective date of the Plan, the number and kind of Shares or shares for the purchase of which Options may be granted under Section
5(a) of the Plan shall be adjusted proportionately and accordingly by the Committee. In addition, the number and kind of unit or
shares for which Options are outstanding shall be adjusted proportionately and accordingly so that the proportionate interest of
the holder of the Option immediately following such event shall, to the extent practicable, be the same as immediately prior to
such event. Any such adjustment in outstanding Options shall not change the aggregate Option Price payable with respect to Shares
or shares subject to the unexercised portion of the Option outstanding but shall include a corresponding proportionate adjustment
in the Option Price per share.



 


		(b)	Reorganization in Which the Bank is the Surviving Bank. Subject to subsection (c) hereof,
if the Bank shall be the surviving bank in any reorganization, merger, or consolidation of the Bank with one or more other banks,
any Option theretofore granted pursuant to the Plan shall pertain to and apply to the securities to which a holder of the number
of shares of Common Stock subject to such Option would have been entitled immediately following such reorganization, merger, or
consolidation, with a corresponding proportionate adjustment of the Option Price per share so that the aggregate Option Price thereafter
shall be the same as the aggregate Option Price of the shares remaining subject to the Option immediately prior to such reorganization,
merger, or consolidation.



 


		(c)	Reorganization in Which the Bank is Not the Surviving Bank or Sale of Assets or Stock. Upon
the dissolution or liquidation of the Bank, or upon a merger, consolidation or reorganization of the Bank with one or more other
banks in which the Bank is not the surviving bank, or upon a sale of all or substantially all of the assets of the Bank to another
bank, or upon any transaction approved by the Board which results in any person or entity owning 80% or more of the combined voting
power of all classes of stock of the Bank, the Plan and all Options outstanding hereunder shall terminate, except to the extent
provision is made in writing in connection with such transaction for the continuation of the Plan and/or the assumption of the
Options theretofore granted, or for the substitution for such Options of new options or stock appreciation rights covering the
stock of a successor bank, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kinds of shares
and exercise prices, in which event the Plan and Options theretofore granted shall continue in the manner and under the terms so
provided. In the event of any such termination of the Plan, each individual holding an Option shall



 




    	-10-



    	 



    

 


have the right (subject to the general
limitations as otherwise specifically provided in the Option Agreement relating to such Option), immediately prior to the occurrence
of such termination and during such period occurring prior to such termination as the Committee in its sole discretion shall determine
and designate, to exercise such Option in whole or in part, whether or not such Option was otherwise exercisable at the time such
termination occurs and without regard to any installment limitation on exercise imposed pursuant to Section 9 above. The Committee
shall send written notice of an event that will result in such a termination to all individuals who hold Options not later than
the time at which the Bank gives notice thereof to its shareholders.


 


		(d)	Adjustments. Adjustments under this Section 14 related to stock or securities of the Bank
shall be made by the Committee whose determination in that respect shall be final, binding, and conclusive. No fractional shares
of Common Stock or shares of other securities shall be issued pursuant to any such adjustment, and any fractions resulting from
any such adjustment shall be eliminated in each case by rounding downward to the nearest whole share or unit.



 


		(e)	No Limitations on Bank. The grant of an Option pursuant to the Plan shall not affect or
limit in any way the right or power of the Bank to make adjustments, reclassifications, reorganizations or changes of its capital
or business structure or to merge, consolidate, dissolve or liquidate, or to sell or transfer all or any part of its business or
assets.



 


		(f)	Issuance of Securities. Except as provided in this Section 14, the issuance by the Bank
of shares of stock of any class or securities convertible into shares of stock of any class, shall not affect the outstanding Options.



 


15.         Change in Control


 


		(a)	Upon the occurrence of a Change in Control (as hereinafter defined), all Options shall become immediately
exercisable in full for the remainder of their terms.



 


		(b)	A "Change in Control" is the occurrence of any one of the following events:



 


		(i)	any Person (other than a Grantee, the Bank or any trustee or other fiduciary holding securities
under an employee benefit plan of the Bank (or of any subsidiary of the Bank)) is or becomes an "Acquiring Person";



 


		(ii)	less than eighty percent (80%) of the total membership of the Board shall be Continuing Directors;
or



 


		(iii)	the shareholders of the Bank shall approve a merger or consolidation of the Bank or a plan of complete
liquidation of the Bank or an



 




    	-11-



    	 



    

 


agreement for the sale or disposition
by the Bank of all or substantially all of the Bank's assets to another Person, except in any such case in a transaction in which
immediately after such merger, consolidation or sale, exchange or transfer, the shareholders of the Bank, in their capacities as
such and as a result thereof, shall own at least 50 percent in voting power of the then outstanding securities of the Bank or of
any surviving Person pursuant to any such merger (or of its parent), the consolidated corporation or business entity in any such
consolidation, or of the other Person to which such sale, exchange or transfer of assets is made.


 


		(c)	A "Change in Control" shall be deemed not to have occurred if (A) such event is mandated
or directed by a regulatory body having jurisdiction over the Bank's operations; or (B) it occurs pursuant to the terms of a plan
for the acquisition of the capital stock of the Bank by a newly formed bank holding company if, in the consummation of such plan,
the shareholders of the Bank will receive, pro rata, all of the Common Stock of such bank holding company; unless, in such transaction,
a Person satisfies subsection (c)(i), (ii) or (iii) above.



 


		(d)	For purposes of this Section  15:



 


		(1)	"Acquiring Person" shall mean any Person who becomes after the Effective Date a "beneficial
owner" (as defined in Rule 13d-3 of the Exchange Act) of securities of the Bank representing twenty-five percent (25%)
or more of the combined voting power of the Bank's then outstanding voting securities, unless such Person has filed Form F-11A
and all required amendments thereto with respect to its holdings and continues to hold such securities for investment in a manner
qualifying such Person to utilize Form F-11A for reporting of ownership.



 


		(2)	"Affiliate" and "Associate" shall have the respective meanings ascribed to
such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act as in effect on the date hereof.



 


		(3)	"Continuing Directors" shall mean any member of the Board who was a member of the Board
prior to the date hereof, and any successor of a Continuing Director while such successor is a member of the Board who is not an
Acquiring Person or an Affiliate or Associate of an Acquiring Person or of any such Affiliate or Associate and is recommended or
elected to succeed the Continuing Director by a majority of the Continuing Directors.



 


		(4)	"Person" shall mean any individual, corporation, partnership, group, association or other
"person", as such term is used in Section 13(d) and 14(d) of the Exchange Act.



 




    	-12-



    	 



    

 


16.        Termination, Suspension or Modification
of Plan


 


Provided no employee member
of the Board participates as provided by Section 4(c) hereof, the Board may at any time terminate, suspend or modify the Plan,
except that the Board shall not, without the authorization of the holders of a majority of the outstanding shares entitled to vote,
effect any change (other than through adjustment for changes in capitalization as hereinabove provided) which (a) increases the
aggregate number of Shares or shares for which Options may be granted; (b) changes the class of employees eligible to be granted
Options; (c) lowers the minimum Option Price or otherwise materially increase the benefits accruing to Grantees through awards
under the Plan; (d) renders any member of the Committee eligible to receive an Option while serving thereon except as provided
by the Plan; (e) extends the effective period of the Plan; or (f) removes the restrictions set forth in Section 4(c). No termination,
suspension or modification of the Plan shall adversely affect any right acquired by any Grantee or any Successor under the terms
of an Option granted before the date of such termination, suspension or modification, unless such Grantee or Successor shall consent;
but it shall be conclusively presumed that any adjustment for changes in capitalization as provided in Section 16 does not adversely
affect any such right.


 


Upon the dissolution or
liquidation of the Bank, the Plan shall terminate, and all Options previously granted shall lapse on the date of such dissolution
or liquidation.


 


17.         Application of Proceeds


 


The proceeds received by
the Bank from the sale of its shares under the Plan will be used for general corporate purposes.


 


18.         Legal Restrictions


 


The Bank will not be obligated
to issue Shares or shares of Common Stock or make any payment if counsel to the Bank determines that such issuance or payment would
violate any law or regulation of any governmental authority or any agreement between the Bank and any national securities exchange
or quotations system upon which the Common Stock is listed. In connection with any stock issuance or transfer, the person acquiring
the shares shall, if requested by the Bank, give assurances satisfactory to counsel to the Bank regarding such matters as the Bank
may deem desirable to assure compliance with all legal requirements. The Bank shall in no event be obliged to take any action in
order to cause the exercise of any Option.


 


The Options will be forfeitable
in the event the Bank needs to raise capital in order to be adequately capitalized under applicable bank regulatory requirements.
In such a case, Grantee will be notified in writing not less than 30 days prior to the date they are to be forfeited. Once forfeited,
the Options will no longer be outstanding and the holder thereof will have no rights with respect thereto.


 




    	-13-



    	 



    

 


19.        Withholding Taxes


 


Each Grantee exercising
an Option as a condition to such exercise shall pay to the Bank the amount, if any, required to be withheld from distributions
resulting from such exercise under applicable Federal and State income tax laws and any portion of FICA that is due from Grantee
("Withholding Taxes"). Such Withholding Taxes shall be payable as of the date the payment is required from the Bank to
the taxing authority. The Committee may establish such procedures as it deems appropriate for the settling of withholding obligations
with shares of Common Stock, including, without limitation, the establishment of such procedures as may be necessary to comply
with Rule 16b-3.


 


20.        Governing Laws


 


This Plan and all rights
thereunder shall be construed in accordance with and governed by the laws of the State of Connecticut. Although the Bank is not
currently subject to the provisions of Section 16 of the Exchange Act, the intent of this Plan is to qualify for the exemption
provided by Rule 16b-3 under the Exchange Act should the Bank ever become subject to those provisions. To the extent any provision
of the Plan does not comply with the requirements of Rule 16b-3, it shall be deemed inoperative to the extent permitted by law
and deemed advisable by the Committee and shall not affect the validity of the Plan. In the event Rule 16b-3 is revised or replaced,
the Committee may exercise discretion to modify this Plan in any respect necessary to satisfy the requirements of the revised exemption
or its replacement.


 


21.         Nonexclusivity of the Plan


 


Neither the adoption of
the Plan nor the submission of the Plan to the shareholders of the Bank for approval shall be construed as creating any limitations
upon the right and authority of the Board to adopt such other incentive compensation arrangements (which arrangements may be applicable
either generally to a class or classes of individuals or specifically to a particular individual or individuals) as the Board in
its discretion determines desirable, including, without limitation, the granting of stock options or stock appreciation rights
other than under the Plan.


 


* * *








    	-14-