BANCORP CONNECTICUT, INC.
                             1997 STOCK OPTION PLAN


                      I. ESTABLISHMENT OF PLAN; DEFINITIONS

1.   Purpose. The purpose of the Bancorp Connecticut, Inc. 1997 Stock Option
Plan is to provide an incentive to key Employees and Directors of Bancorp
Connecticut, Inc. (the "Corporation") and its subsidiaries, including
Southington Savings Bank (the "Bank"), who are in a position to contribute
materially to the long-term success of the Corporation and the Bank, to increase
their interest in the Corporation's and Bank's welfare, and to aid in attracting
and retaining employees of outstanding ability.

2.   Definitions. Unless the context clearly indicates otherwise, the following
terms shall have the meanings set forth below:

     (a)  "Bank" shall mean Southington Savings Bank, a Connecticut stock
          savings bank.

     (b)  "Board" shall mean the Board of Directors of the Corporation.

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

     (d)  "Corporation" shall mean Bancorp Connecticut, Inc., a Delaware
          corporation.

     (e)  "Directors" shall mean members of the Board.

     (f)  "Disability" shall mean a medically determinable physical or mental
          condition which causes an Employee or Director to be unable to engage
          in any substantial gainful activity and which can be expected to
          result in death or to be of long-continued and indefinite duration.

     (g)  "Employee" shall mean any common law employee, including officers, of
          the Corporation or the Bank as determined under the Code and the
          Treasury Regulations thereunder.

     (h)  "Fair Market Value" on any day shall mean (i) the closing price for
          one share of Stock or (ii) the average of the highest reported bid and
          lowest reported asked price for one share of Stock as furnished by The
          Nasdaq Stock Market or a similar organization, in each case on such
          day. For example, if the highest reported bid were $8 per share and
          the lowest reported asked price were $10 per share, the Fair Market
          Value would be $9 per share.

     (i)  "Grantee" shall mean an Employee or Director granted a Stock Option
          under this Plan.


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     (j)  "Incentive Stock Option" shall mean an option granted pursuant to the
          Incentive Stock Option provisions as set forth in Part II of this
          Plan.

     (k)  "Non-Qualified Stock Option" shall mean an option granted pursuant to
          the Non-Qualified Stock Option provisions as set forth in Part III of
          this Plan.

     (l)  "Plan" shall mean the Bancorp Connecticut, Inc. 1997 Stock Option Plan
          as set forth herein and as amended from time to time.

     (m)  "Stock" shall mean authorized but unissued shares of the Common Stock
          of the Corporation or reacquired shares of the Corporation's Common
          Stock.

     (n)  "Stock Option" shall mean an option granted pursuant to this Plan to
          purchase shares of Stock.

     (o)  "Ten Percent Shareholder" shall mean an Employee who at the time a
          Stock Option is granted owns stock possessing more than ten percent
          (10%) of the total combined voting power of all stock of the
          Corporation or of its parent or subsidiary corporation.

3.   Shares of Stock Subject to this Plan. Subject to the provisions of Section
2 of Part IV, the Stock which may be issued or transferred pursuant to Stock
Options granted under this Plan and the Stock which is subject to outstanding
but unexercised Stock Options under this Plan shall not exceed 303,810 shares in
the aggregate. If a Stock Option shall expire or terminate for any reason, in
whole or in part, without being exercised, the number of shares of Stock as to
which such expired or terminated Stock Option shall not have been exercised may
again become available for the grant of Stock Options. There shall be no terms
and conditions in a Stock Option which provide that the exercise of an Incentive
Stock Option reduces the number of shares of Stock for which an outstanding
Non-Qualified Stock Option may be exercised; and there shall be no terms and
conditions in a Stock Option which provide that the exercise of a Non-Qualified
Stock Option reduces the number of shares of Stock for which an outstanding
Incentive Stock Option may be exercised.

4.   Administration of this Plan. This Plan shall be administered by the Board.
Subject to the express provisions of this Plan, the Board shall have authority
to interpret this Plan, to prescribe, amend, and rescind rules and regulations
relating to it, to determine the terms and provisions of Stock Option
agreements, and to make all other determinations necessary or advisable for the
administration of this Plan. Any controversy or claim arising out of or related
to this Plan shall be determined unilaterally by and at the sole discretion of
the Board.

5.   Amendment or Termination. The Board may, at any time, alter, amend,
suspend, discontinue, or terminate this Plan; provided, however, that such
action shall not adversely affect the right of Grantees to Stock Options
previously granted and no amendment, without the approval 


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of the stockholders of the Corporation, shall increase the maximum number of
shares which may be awarded under this Plan in the aggregate, or modify the
purchase price of shares under this Plan or the eligibility requirements for
participation in this Plan.

6.   Effective Date and Duration of this Plan. Subject to the approval of the
stockholders of the Corporation on or before such date, this Plan shall become
effective on May 15, 1997. This Plan shall terminate at the close of business on
May 14, 2007 and no Stock Option may be granted under this Plan thereafter, but
such termination shall not affect any Stock Option theretofore granted.


                           II. INCENTIVE STOCK OPTIONS

1.   Granting of Incentive Stock Options.

     (a)  Only Employees shall be eligible to receive Incentive Stock Options
          under this Plan.

     (b)  The purchase price of each share of Stock subject to an Incentive
          Stock Option shall not be less than 100% of the Fair Market Value of a
          share of the Stock on the date the Incentive Stock Option is granted;
          provided, however, that the purchase price of each share of Stock
          subject to an Incentive Stock Option granted to a Ten Percent
          Shareholder shall not be less than 110% of the Fair Market Value of a
          share of the Stock on the date the Incentive Stock Option is granted.

     (c)  No Incentive Stock Option shall be exercisable more than ten years
          from the date such Incentive Stock Option is granted; provided,
          however, that an Incentive Stock Option granted to a Ten Percent
          Shareholder shall not be exercisable more than five years from the
          date the Incentive Stock Option was granted.

     (d)  The Board shall determine and designate from time to time those
          Employees who are to be granted Incentive Stock Options and specify
          the number of shares of Stock subject to each Incentive Stock Option.

     (e)  The Board, in its sole discretion, shall determine whether any
          particular Incentive Stock Option shall become exercisable in one or
          more installments, specify the installment dates, and, within the
          limitations herein provided, determine the total period during which
          the Incentive Stock Option is exercisable. Further, the Board may make
          such other provisions as may appear generally acceptable or desirable
          to the Board or necessary to qualify its grants under the provisions
          of Section 422 of the Code.

     (f)  The Board may grant at any time new Incentive Stock Options to an
          Employee who has previously received Incentive Stock Options or other
          options, whether such prior Incentive Stock Options or other options
          are still outstanding, have previously been exercised in whole or in
          part, or are canceled in connection with the issuance 


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          of new Incentive Stock Options. The exercise price of the new
          Incentive Stock Options may be established by the Board without regard
          to the existing Incentive Stock Options or other options.

     (g)  Notwithstanding any other provisions hereof, the aggregate Fair Market
          Value (determined at the time the option is granted) of the Stock with
          respect to which Incentive Stock Options are exercisable for the first
          time by any Employee during any calendar year (under all such plans of
          the Corporation and the Bank and any parent or subsidiary corporation
          of either) shall not exceed $100,000. To the extent that such $100,000
          limit shall be exceeded in any calendar year, any such Stock Options
          exercisable for the first time in excess of such limitation shall be
          treated as Non-Qualified Stock Options.


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<PAGE>


2.   Exercise of Incentive Stock Options. The exercise price of an Incentive
Stock Option shall be payable on exercise of the option (i) in cash or by check,
bank draft or postal or express money order, (ii) by the surrender of Stock then
owned by the Grantee, or (iii) partially in accordance with clause (i) and
partially in accordance with clause (ii) of this Section. Shares of Stock 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 Stock 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 Corporation may determine.

3.   Termination of Employment.

     (a)  If a Grantee's employment is terminated other than by Disability or
          death, the term(s) of any then outstanding Incentive Stock Option(s)
          held by the Grantee shall extend for a period ending on the earlier of
          (i) the date established by the Board at the time of grant or (ii)
          three months after such termination of employment, and such Incentive
          Stock Option shall be exercisable to the extent it was exercisable as
          of the date of termination of employment.

     (b)  If a Grantee's employment is terminated by reason of Disability, the
          term of any then outstanding Incentive Stock Option held by the
          Grantee shall extend for a period ending on the earlier of (i) the
          date established by the Board at the time of grant or (ii) twelve
          months after the Grantee's last date of employment, and such Incentive
          Stock Option shall be exercisable to the extent it was exercisable as
          of such last date of employment.

     (c)  If a Grantee's employment is terminated by reason of death, the
          representative of the Grantee's estate or beneficiaries thereof to
          whom the Incentive Stock Option has been transferred shall have the
          right, during the period ending on the earlier of (i) the date
          established by the Board at the time of grant or (ii) twelve months
          after the date of the Grantee's death, to exercise any then
          outstanding Incentive Stock Options in whole or in part. If a Grantee
          dies without having fully exercised any then outstanding Incentive
          Stock Options, the representative of the Grantee's estate or
          beneficiaries thereof to whom the Incentive Stock Options have been
          transferred shall have the right to exercise such Incentive Stock
          Options in whole or in part until such Incentive Stock Options expire.


                        III. NON-QUALIFIED STOCK OPTIONS

     1.   Granting of Non-Qualified Stock Options.

          (a)  Employees shall be eligible to receive Non-Qualified Stock
               Options under this Plan. Directors who are not also Employees
               shall also be eligible to receive Non-Qualified Stock Options.


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          (b)  The purchase price of each share of Stock subject to a
               Non-Qualified Stock Option shall not be less than 100% of the
               Fair Market Value of a share of the Stock on the date the
               Non-Qualified Stock Option is granted.

          (c)  No Non-Qualified Stock Option shall be exercisable more than ten
               years from the date such Non-Qualified Stock Option is granted.

          (d)  The Board shall determine and designate from time to time those
               Employees and Directors who are to be granted Non-Qualified Stock
               Options and specify the number of shares of Stock subject to each
               Non-Qualified Stock Option.

          (e)  The Board, in its sole discretion, shall determine whether any
               particular Non-Qualified Stock Option shall become exercisable in
               one or more installments, specify the installment dates, and,
               within the limitations herein provided, determine the total
               period during which the Non-Qualified Stock Option is
               exercisable. Further, the Board may make such other provisions as
               may appear generally acceptable or desirable to the Board.

          (f)  The Board may grant at any time new Non-Qualified Stock Options
               to an Employee or Director who has previously received
               Non-Qualified Stock Options or other options, whether such prior
               Non-Qualified Stock Options or other options are still
               outstanding, have previously been exercised in whole or in part,
               or are canceled in connection with the issuance of new
               Non-Qualified Stock Options.

2.   Exercise of Non-Qualified Stock Options. The exercise price of a
Non-Qualified Stock Option shall be payable on exercise of the option (i) in
cash or by check, bank draft or postal or express money order, (ii) by the
surrender of Stock then owned by the Grantee, or (iii) partially in accordance
with clause (i) and partially in accordance with clause (ii) of this Section.
Shares of Stock 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 Stock 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 Corporation may determine. In addition, payment
may be made by surrender of shares of Stock issuable upon the exercise of the
Non-Qualified Stock Option. If a Grantee elects this method of payment, the
number of shares of Stock issuable upon the exercise of the Non-Qualified Stock
Option shall be computed in accordance with the following formula:

                                    X =  Y(A-B)
                                         ------
                                           A

     The following definitions apply:

     X shall mean the number of shares of Stock to be issued


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     Y shall mean the number of Non-Qualified Stock Options to be exercised A
     shall mean the Fair Market Value of a share of Stock on the date of
     exercise B shall mean the per share exercise price for the Non-Qualified
     Stock Options to be exercised

3.   Termination of Employment/Cessation of Directorship.

     (a)  If a Grantee's employment is terminated or a Director Grantee ceases
          to be a Director (other than by Disability or death), the term(s) of
          any then outstanding Non-Qualified Stock Option(s) held by the Grantee
          shall extend for a period ending on the earlier of (i) the date
          established by the Board at the time of grant or (ii) three months
          after such termination of employment or cessation of being a Director,
          and such Non-Qualified Stock Option shall be exercisable to the extent
          it was exercisable as of the date of termination of employment or
          cessation of being a Director.

     (b)  If a Grantee's employment is terminated by reason of Disability or a
          Director Grantee ceases to be a Director by reason of Disability, the
          term of any then outstanding Non-Qualified Stock Option held by the
          Grantee shall extend for a period ending on the earlier of (i) the
          date established by the Board at the time of grant or (ii) twelve
          months after the Grantee's last date of employment or cessation of
          being a Director, and such Non-Qualified Stock Option shall be
          exercisable to the extent it was exercisable as of such last date of
          employment or cessation of being a Director.

     (c)  If a Grantee's employment is terminated by reason of death or a
          Director Grantee ceases to be a Director by reason of death, the
          representative of the Grantee's estate or beneficiaries thereof to
          whom the Non-Qualified Stock Option has been transferred shall have
          the right, during the period ending on the earlier of (i) the date
          established by the Board at the time of grant or (ii) twelve months
          after the date of the Grantee's death, to exercise any then
          outstanding Non-Qualified Stock Options in whole or in part. If a
          Grantee dies without having fully exercised any then outstanding
          Non-Qualified Stock Options, the representative of the Grantee's
          estate or beneficiaries thereof to whom the Non-Qualified Stock
          Options have been transferred shall have the right to exercise such
          Non-Qualified Stock Options in whole or in part until such
          Non-Qualified Stock Options expire.


                             IV. GENERAL PROVISIONS

1.   Substitution of Options. In the event of a corporate merger or
consolidation, or the acquisition by the Corporation of property or stock of an
acquired corporation or any reorganization or other transaction qualifying under
Section 424 of the Code, the Board may, in accordance with the provisions of
such Section 424, substitute Stock Options under this Plan for stock options
under


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 the plan of the acquired corporation provided (i) the excess of the
aggregate fair market value of the shares subject to the new Stock Options
immediately after the substitution over the aggregate exercise price of such
Stock Options is not more than the similar excess immediately before such
substitution and (ii) the new Stock Option does not give the Employee or
Director additional benefits, including without limitation any extension of the
exercise period.

2.   Adjustment Provisions.

     (a)  If a dividend shall be declared upon the Stock payable in shares of
          the Corporation's common stock, the number of shares of Stock then
          subject to any Stock Option outstanding under this Plan and the number
          of shares reserved for the grant of Stock Options pursuant to this
          Plan shall be adjusted by adding to each such share the number of
          shares which would be distributable in respect thereof if such shares
          had been outstanding on the date fixed for determining the
          stockholders of the Corporation entitled to receive such share
          dividend.

     (b)  If the shares of Stock outstanding are changed into or exchanged for a
          different number or kind of shares or other securities of the
          Corporation or of another corporation, whether through reorganization,
          recapitalization, split-up, reverse stock split, combination of
          shares, merger, or consolidation, then there shall be substituted for
          each share of Stock subject to any such Stock Option and for each
          share of Stock reserved for the grant of Stock Options pursuant to
          this Plan the number and kind of shares or other securities into which
          each outstanding share of Stock shall have been so changed or for
          which each such share shall have been exchanged.

     (c)  If there shall be any change, other than as specified above in this
          Section 2, in the number or kind of outstanding shares of Stock or of
          any shares or other securities into which such shares shall have been
          changed or for which they shall have been exchanged, then if the Board
          shall, in its sole discretion, determine that such change equitably
          requires an adjustment in the number or kind of shares theretofore
          reserved for the grant of Stock Options pursuant to this Plan and of
          the shares then subject to Stock Options, such adjustment shall be
          made by the Board and shall be effective and binding for all purposes
          of this Plan and of each Stock Option outstanding thereunder.

     (d)  In the case of any such substitution or adjustment as provided for in
          this Section 2, the exercise price set forth in each outstanding Stock
          Option for each share covered thereby prior to such substitution or
          adjustment will be the exercise price for all shares or other
          securities which shall have been substituted for such share or to
          which such share shall have been adjusted pursuant to this Section 2,
          and such exercise price per share shall be adjusted accordingly.

     (e)  No adjustment or substitution provided for in this Section 2 shall
          require the Corporation to sell a fractional share, and the total
          substitution or adjustment 


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<PAGE>

          with respect to each outstanding Stock Option shall be limited
          accordingly.

     (f)  Upon any adjustment made pursuant to this Section 2 the Corporation
          will, upon request, deliver to the Grantee a certificate setting forth
          the exercise price thereafter in effect and the number and kind of
          shares or other securities thereafter purchasable on the exercise of
          such Stock Option.

3.   General.

     (a)  Each Stock Option shall be evidenced by a written instrument
          containing such terms and conditions, not inconsistent with this Plan,
          as the Board shall approve.

     (b)  The granting of a Stock Option in any year shall not give the Grantee
          any right to similar grants in future years or any right to be
          retained in the employ of the Corporation or any of it subsidiaries,
          and all Employees shall remain subject to discharge to the same extent
          as if this Plan were not in effect.

     (c)  No Grantee, and no beneficiary or other person claiming under or
          through such Grantee, shall have any right, title or interest by
          reason of any Stock Option to any particular assets of the
          Corporation, or any shares of Stock allocated or reserved for the
          purposes of this Plan or subject to any Stock Option except as set
          forth herein. The Corporation shall not be required to establish any
          fund or make any other segregation of assets to assure the payment of
          any Stock Option.

     (d)  No right under this Plan shall be subject to anticipation, sale,
          assignment, pledge, encumbrance, or charge except by will or the laws
          of descent and distribution, and a Stock Option shall be exercisable
          during the Grantee's lifetime only by the Grantee or the Grantee's
          conservator.

     (e)  Notwithstanding any other provision of this Plan or agreements made
          pursuant thereto, the Corporation's obligation to issue or deliver any
          certificate or certificates for shares of Stock under a Stock Option,
          and the transferability of Stock acquired by exercise of a Stock
          Option, shall be subject to all of the following conditions:

          (i)   The effectiveness of any registration or other qualification of
                such shares under any state or federal law or regulation, or the
                maintaining in effect of any such registration or other
                qualification which the Board shall, in its absolute discretion
                upon the advice of counsel, deem necessary or advisable;

          (ii)  The obtaining of any other consent, approval, or permit from any
                state or federal governmental agency which the Board shall, in
                its absolute discretion upon the advice of counsel, determine to
                be necessary or advisable; and

          (iii) Each stock certificate issued pursuant to a Stock Option shall
                bear the following legend:


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               "The transferability of this certificate and the shares of Stock
               represented hereby are subject to restrictions, terms and
               conditions contained in the Bancorp Connecticut, Inc. 1997 Stock
               Option Plan, and an Agreement between the registered owner of
               such Stock and Bancorp Connecticut, Inc. A copy of the Plan and
               Agreement are on file in the office of the Secretary of Bancorp
               Connecticut, Inc."

          (f)  All payments to Grantees or to their legal representatives shall
               be subject to any applicable tax, community property, or other
               statutes or regulations of the United States or of any state
               having jurisdiction thereof. The Grantee may be required to pay
               to the Corporation the amount of any withholding taxes which the
               Corporation is required to withhold with respect to a Stock
               Option or its exercise. If such payment is not made when due, the
               Corporation shall have the right to deduct, to the extent
               permitted by law, from any payment of any kind otherwise due to
               such person all or part of the amount required to be withheld.

          (g)  In the case of a grant of a Stock Option to any Employee of a
               subsidiary of the Corporation, the Corporation may, if the Board
               so directs, issue or transfer the shares, if any, covered by the
               Stock Option to the subsidiary, for such lawful consideration as
               the Board may specify, upon the condition or understanding that
               the subsidiary will transfer the shares to the Employee in
               accordance with the terms of the Stock Option specified by the
               Board pursuant to the provisions of this Plan. For purposes of
               this Section 3(g), a subsidiary shall mean any subsidiary
               corporation of the Corporation as defined in Section 424 of the
               Code.

          (h)  A Grantee entitled to Stock as a result of the exercise of a
               Stock Option shall not be deemed for any purpose to be, or have
               rights as, a stockholder of the Corporation 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. The Corporation shall issue any
               stock certificates required to be issued in connection with the
               exercise of a Stock Option with reasonable promptness after such
               exercise.

          (i)  The grant or exercise of Stock Options granted under this Plan
               shall be subject to, and shall in all respects comply with,
               applicable Connecticut law relating to such grant or exercise, or
               to the number of shares which may be beneficially owned or held
               by any Grantee.


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