SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

                                 FORM S-8

         REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               NSS BANCORP, INC.
          (exact name of registrant, as specified in its charter)

CONNECTICUT                                            06-1485317
(State or other jurisdiction of                        (IRS Employer
incorporation or organization)                         Indemnification  No.)

48 Wall Street, Norwalk, Connecticut                   06852
(Address of principal executive office)                (Zip Code)

               Norwalk Savings Society 1994 Director Stock Option Plan
               Norwalk Savings Society 1994 Employee Stock Option Plan
               Norwalk Savings Society 1995 Executive Incentive Plan
                                 (full title of plans)

                                 Robert T. Judson
                                 NSS Bancorp, Inc.
                                  48 Wall Street
                             Norwalk, Connecticut 06852
                       (name and address of agent for service)

                                     203- 838-4545
              (Telephone number, including area code, of agent for service)

                             Calculation of Registration Fee

Title of Securities   Amount       Proposed     Proposed          Amount of
to be registered      to bed       maximum      maximum aggregate Registration
                      registered   offering     offering price*   Fee
                                   price 
                                   per unit*
Common Stock
par value, 
$0.01 per share      269,8721      $39.4375       $10,643,077.00    $3139.71

Common Stock
par value, 
$0.01 per share      122,8022      $39.4375       $ 4,843,003.80    $1428.69

Common Stock
par value, 
$0.01 per share      100,0003      $39.4375       $ 3,943,750.00    $1163.41



--------
1  Represents  the amount of Company Common Stock reserved for issuance under 
   the Norwalk Savings Society 1994 Employee Stock Option Plan. 
2  Represents the amount of Company  Common Stock  reserved for issuance 
   under the Norwalk Saving Society 1994 Director Stock Option Plan. 
3  Represents the amount of Company Common Stock reserved for issuance under 
   the Norwalk Savings Society 1995 Executive Incentive Plan.


* Estimated for purposes of calculation of the Registration Fee pursuant to Rule
457(c) and based upon an average of the high and low prices that Company  Common
Stock sold for on December 8, 1997.

This Registration  Statement shall become effective  automatically upon the date
of filing in accordance with Section 8(a) of the Securities Act of 1933 and Rule
462 promulgated thereunder.


                                    PART I

                  INFORMATION REQUIRED IN THE PROSPECTUS

         The  information  required by Items 1 and 2 is not required to be filed
as part of this Registration Statement.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         NSS Bancorp, Inc. (the "Company") hereby incorporates by
reference into this registration statement the following documents
and information filed with the Securities and Exchange Commission.

         (a)      The latest annual report of the Company's wholly owned
                  subsidiary, Norwalk Savings Society's filed pursuant to
                  Section 13(a) or 15(d) of the Securities Exchange Act of
                  1934 (the "Exchange Act"), or the latest prospectus
                  filed pursuant to Rule 424(b) under the Securities Act
                  of 1933 (the "Act") that contains audited financial
                  statements for the Company's latest fiscal year for
                  which such statements have been filed and the Company's
                  Registration Statement filed on Form 8-A dated August 4,
                  1997 and effective October 1, 1997.

         (b)      All other reports  filed  pursuant to Section 13(a) or Section
                  15(d) of the  Exchange  Act since the filing of the  documents
                  referred to in paragraph (a) above.

         (c)      The  description  of Common  Stock,  par value $0.01 per share
                  ("Common  Stock") of the Company  contained  in the  Company's
                  registration  statement on Form 8-A filed  pursuant to Section
                  12 of the Exchange Act and any report filed for the purpose of
                  updating such descriptions.


Item 4.  Description of Securities

                  Not Applicable


Item 5.  Interests of Named Experts & Counsel

                  Not Applicable


Item 6.  Indemnification of Directors and Officers

         The  Company's  Bylaws  provide for  indemnification  of the  Company's
Directors and Executive  Officers in the following  manner under the Connecticut
Business  Corporation Act (the "CBCA"). The Company must indemnify a director or
officer who was wholly successful, on the merits or otherwise, in the defense of
any  proceeding  to  which he or she was  made a party  because  he or she was a
director or officer of the Company.  Under Connecticut law, the Company may also
indemnify a director and officer who are made  parties to a  proceeding  if such
director or officer conducted  himself in good faith and he reasonably  believed
his conduct was in the best interests of the Company or, in certain  cases,  not
opposed  to its best  interests.  The CBCA and the  Company's  bylaws  allow the
Company to indemnify directors and officers against judgments, fines, penalties,
amounts paid in settlement and reasonable expenses.

         The  Company's   Certificate  of  Incorporation   limits  the  personal
liability of its Directors for monetary damages for breach of duty as a Director
to the amount of  compensation  received by such Director during the year of the
violation  unless:  (1) the breach involved a knowing and culpable  violation of
law by the Director;  (2) the breach enabled the Director or an "associate"  (as
that term is  defined in  Section  33-843 of the CBCA) to  receive  an  improper
personal economic gain; (3) the breach showed a lack of good faith and conscious
disregard  for the duty of the Director to the Company  under  circumstances  in
which the  Director  was aware that his or her  conduct or  omission  created an
unjustifiable risk of serious injury to the Company;  (4) the breach constitutes
a sustained and unexcused  pattern of inattention that amounted to an abdication
of the Director's duties to the Company; or (5) the breach created liability for
an illegal  distribution  under Section 33-757 or liability under Section 36a-58
of the Connecticut General Statutes.


Item 7.  Exemption from Registration Claimed

         Not applicable  because no restricted  securities  will be reoffered or
resold pursuant to this Registration Statement.


Item  8.  Exhibits

(4.1)(a)  Norwalk  Savings  Society 1994  Employee  Stock  Option Plan  
(4.1)(b)  Amendment to Norwalk  Savings  Society 1994 Employee  Stock 
          Option Plan 
(4.1)(c)  Amendment No. 2 to Norwalk  Savings  Society  1994  Employee  
          Stock  Option Plan
(4.2)(a)  Norwalk  Savings  Society 1994  Director  Stock  Option Plan  
(4.2)(b)  Amendment to Norwalk  Savings  Society 1994 Director  Stock 
          Option Plan 
(4.2)(c)  Amendment No. 2 to Norwalk  Savings Society 1994 Director Stock 
          Option Plan 
(4.3)(a)  Norwalk Savings Society 1995 Executive  Incentive Plan 
(4.3)(b)  Amendment No. 1 to Norwalk  Savings  Society 1995 Executive  
          Incentive Plan 
(5)       Opinion of Tyler Cooper & Alcorn, LLP (re:  legality) 
(23)(a)   Consent of Friedberg, Smith & Co.,PC 
(23)(b)   Consent of Tyler Cooper & Alcorn, LLP
          (See Exhibit 5)
(24)      Power of Attorney for any subsequent amendments is located in the 
          signature pages.

Item 9.  Undertakings

         The Company hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
         being made, a post-effective  amendment to this registration  statement
         and to include any  material  information  with  respect to the plan of
         distribution not previously disclosed in the registration  statement or
         any material change to such information in the registration statement.

                  (2) That, for the purpose of determining  any liability  under
         the Securities Act of 1993, each such post-effective amendment shall be
         deemed to be a new  registration  statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         The Company hereby  undertakes  that,  for purposes of determining  any
liability under the Securities Act of 1933, each filing of the Company's  annual
report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable,  each filing of an employee benefit plan's annual report
pursuant  to  Section  15(d) of the  Securities  Exchange  Act of 1934)  that is
incorporated by reference in the registration statement shall be deemed to be a 
new  registration  statement  relating to the securities offered  therein,  
and the  offering  of such  securities  at that time shall be deemed to be 
the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the registrant pursuant to the foregoing provisions,  or otherwise,  the Company
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
indemnification  against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by  such  director,  officer  or  controlling  person  in  connection  with  the
securities being  registered,  the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.


                                SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933,  certifies that it has reasonable  grounds to believe that it meets all of
the requirements  for filing on Form S- 8 and has duly caused this  Registration
Statement  to be  signed  on  its  behalf  by  the  undersigned  thereunto  duly
authorized  in the  City of  Norwalk,  State of  Connecticut  on the 24th day of
November, 1997.

                                            NSS BANCORP, INC.
                                            (Registrant)

                                            By: /s/ Robert T. Judson
                                            Robert T. Judson
                                            Its President

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

         Each person whose signature appears below hereby makes, constitutes and
appoints  Robert T. Judson his true and lawful  attorney with full power to sign
for such person and in such person's name and capacity  indicated below and with
full  power  of  substitution  any  and  all  amendments  to  this  Registration
Statement,  hereby ratifying and confirming such person's signature as it may be
signed by said attorney to any and all amendments.



/s/ Robert T. Judson                         /s/ Brian A. Fitzgerald
Robert T. Judson,                            Brian A. Fitzgerald,
President & Director                         Director
November 24, 1997                            November 24, 1997

/s/ Charles F. Howell                        /s/ John L. Segal
Charles F. Howell,                           John L. Segal,
Senior Vice President & Director             Director
November 24, 1997                            November 24, 1997

/s/ Edward J. Kelley                         /s/ Herbert L. Jay
Edward J. Kelley,                            Herbert L. Jay,
Director                                     Director
November 24, 1997                            November 24, 1997

/s/ Donald T. St. John                       /s/ Alan R. Staack
Donald T. St. John,                          Alan R. Staack,
Chairman                                     Director
November 24, 1997                            November 24, 1997


         The Stock Plans.  Pursuant to the requirements of the Securities Act of
1933, the Trustees or other persons who administer the Norwalk  Savings  Society
1994 Director Stock Option Plan and the Norwalk  Savings  Society 1995 Executive
Incentive Plan, have duly caused the Registration  Statement to be signed on its
behalf by the undersigned,  thereunto duly  authorized,  in the City of Norwalk,
State of Connecticut on November 24, 1997.

              NORWALK SAVINGS SOCIETY COMPENSATION AND BENEFITS
              COMMITTEE,

              Plan Administrators for the 1994 Director Stock Option Plan
              Plan Administrators for the 1994 Officer Stock Option Plan
              Plan Administrators for the 1995 Executive Incentive Plan


/s/ Brian A. Fitzgerald                           /s/ John L. Segall
Brian A. Fitzgerald,                              John L. Segall,
Director                                          Director
November 24, 1997                                 November 24, 1997

/s/ Edward J. Kelley                              /s/ Herbert L. Jay
Edward J. Kelley,                                 Herbert L. Jay,
Director                                          Director
November 24, 1997                                 November 24, 1997

/s/ Donald T. St. John                            /s/ Alan R. Staack
Donald T. St. John,                               Alan R. Staack,
Chairman                                          Director
November 24, 1997                                 November 24, 1997


                                 Exhibit (4.1)(a)

                              NORWALK SAVINGS SOCIETY
                         1994 EMPLOYEE STOCK OPTION PLAN


 1.      Purpose

         The 1994  Employee  Stock  Option Plan is  designed to enable  selected
employees of Norwalk Savings Society and its Subsidiaries to acquire or increase
a proprietary  interest in the Bank,  and thus to share in the future success of
the Bank's business.  Accordingly,  the Plan is intended as a further means, not
only of attracting and retaining  outstanding personnel who are in a position to
make important and direct  contributions to the success of the Bank, but also of
promoting a closer  identity of interests  between the Bank's  employees and its
shareholders.


 2.      Definitions

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

         "Bank" means Norwalk Savings Society.

         "Board" means the Board of Directors of Norwalk Savings
         Society.

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

         "Committee" means the Board's Compensation and Benefits
         Committee or any successor thereto.

         "Common Stock" means the Bank's Common Stock, par value
         $.01 per share.

         "Conversion  Offering"  means the  offering for sale of up to 2,645,000
         shares  of  the  Bank's  Common  Stock  upon  its  conversion   from  a
         Connecticut-chartered  mutual to a Connecticut-chartered  capital stock
         savings bank.

         "Disability," as applied to a Grantee, shall have the
         meaning set forth in Section 22(e)(3) of the Code.
         "ERISA" means the Employee Retirement Income Security Act of
         1974, as amended.

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


         "Fair Market Value" on any  particular  date means the last sales price
         of a share  of  Common  Stock on the  NASDAQ  National  Market  (or any
         exchange on which the Common Stock is then traded) as reported for that
         date by NASDAQ or, if no sales price is reported on that date, the mean
         between the bid and asked  quotations for the Common Stock on that date
         as reported by NASDAQ; provided that (i) if no such sales or quotations
         are reported by NASDAQ for such date,  or (ii) if in the opinion of the
         Committee  sales of  Common  Stock on such date  were  insufficient  to
         constitute a representative market, the Fair Market Value of a share of
         Common  Stock on such  date  shall be the last  sales  price or, if not
         available, the mean between the bid and asked quotations as reported by
         NASDAQ  for the  first  preceding  date to which  clause  (ii) does not
         apply. In the case of Initial Officer Options,  "Fair Market Value" for
         purposes of determining the Option Price shall be the Fair Market Value
         (as  first  defined  herein)  on the date the Plan is  approved  by the
         Bank's Shareholders,  which shall be the Grant Date for Initial Officer
         Options. The newness of the market for the Bank's common stock, and the
         uncertainty  over whether there will be an  established  market at that
         time for such stock,  makes this a reasonable  and good faith method to
         determine Fair Market Value on the grant date for these Initial Officer
         Options.  "Grantee"  means  an  employee  of  the  Bank  or  one of its
         Subsidiaries 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), except as specifically  provided for
         Initial Officer Options.

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

         "Initial  Officer  Options" means  Incentive  Stock Options  granted to
         officers of the Bank in connection with the Conversion Offering.

         "NASDAQ" means National Association of Securities Dealers
         Automated Quotation.

         "Nonstatutory Stock Option" means an Option that is not an
         Incentive Stock Option.

         "Option" means the right to purchase, at a price and for the Term fixed
         by the Committee in accordance  with the Plan and subject to such other
         limitations and restrictions as this Plan and the Committee impose, the
         number of shares of Common Stock specified by the Committee and 
         shall include Incentive Stock Options, Nonstatutory Stock Options and
         Initial Officer Options.

         "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 9 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 10
         hereof.

         "Plan" means the Bank's 1994  Employee  Stock  Option Plan,  as amended
         from time to time.

         "Retirement," as applied to an employee, shall mean when the employee'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.

         "Stock  Appreciation  Right" means a right to surrender to the Bank all
         or a  portion  of an  Option  and to be  paid  therefor  an  amount  as
         determined by the Committee, no greater than the excess of (i) the Fair
         Market Value, as of the date such right is exercised,  of the shares of
         Common Stock associated with the Option,  or portion thereof,  which is
         surrendered, over (ii) the aggregate Option Price of such shares.

         "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).

         "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  or a  Stock  Appreciation  Right  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 on the day of the  consummation of the
conversion  of the  Bank  from a mutual  to a stock  form of  organization  (the
"Conversion 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 as set
forth above,  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 such 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 its
adoption by the Board of Directors.

 4.      Administration of the Plan

         (a)      The Plan shall be administered by the Committee.   No
                  member of the Committee shall be employed by the Bank
                  or any of its Subsidiaries and each shall qualify in
                  all respects as a "disinterested person" as defined in
                  Rule 16b-3 under the Exchange Act.  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 Incentive Stock
                  Options, Nonstatutory Stock Options and Stock
                  Appreciation Rights and to determine to whom Options
                  and Stock Appreciation Rights shall be granted and the
                  number of shares subject thereto, the Term of each
                  Option, and the terms of such awards, and the waiver or
                  acceleration thereof, 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 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 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)      The Committee may from time to time grant Options under
                  the Plan for not more 169,872 shares of Common Stock
                  subject to adjustment in accordance with Section 16.
                  Any shares of Common Stock to be delivered by the Bank
                  upon the exercise of Options shall, at the discretion
                  of the Board of Directors, be provided from Common
                  Stock held in the Bank's treasury which is not reserved
                  for some other purpose or from authorized and unissued
                  Common Stock which is not reserved for some other
                  purpose.

         (b)      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.

         (c)      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.

         (d)      Shares as to which there is a surrender in whole or in part of
                  an Option  upon the  exercise  of a Stock  Appreciation  Right
                  shall not again be available for grant of Options.

         (e)      Shares of Common Stock delivered upon the exercise of a
                  Stock Appreciation Right shall be provided from Common
                  Stock held in the Bank's treasury which is not reserved
                  for some other purpose or from authorized and unissued
                  Common Stock which is not reserved for some other
                  purpose.

         (f)      Shares subject to Initial Officer Options granted
                  under the Plan shall be considered as shares  purchased in the
                  Conversion  Offering for the purpose of the insider limitation
                  on   conversion   share   purchases    provided   in   Section
                  36-142m-12(g)  of the  Code of  Connecticut  Regulations  (the
                  "Limitation"). The Limitation limits Conversion Offering stock
                  purchases by officers,  directors and their  associates in the
                  Conversion  to not more than 30% of the total number of shares
                  offered  in the  Conversion  Offering.  Any  and  all  Initial
                  Officer Options which may be granted to persons,  purposefully
                  or   inadvertently,   in  excess  of  the   limitation   shall
                  automatically  be null and void,  and not  exercisable  at any
                  time.


 6.      Stock Appreciation Rights

         (a)      The Committee may grant a Stock Appreciation Right to
                  the Grantee of an Option, either at the time the Option
                  is granted or by amending the Option Agreement at any
                  time thereafter prior to the end of the Term of the
                  associated Option.  A Stock Appreciation Right shall be
                  exercisable only during the Term of the associated
                  Option, and only when the Fair Market Value of the
                  shares of Common Stock subject to the Option exceeds
                  the Option Price of such shares.

         (b)      The   Committee   may,   at  the  time  of  granting  a  Stock
                  Appreciation Right, add such conditions and limitations to the
                  Stock Appreciation Right as it shall deem advisable.

         (c)      A Stock  Appreciation  Right may be  exercised  in whole or in
                  part in  accordance  with the terms set forth in the Grantee's
                  Option Agreement.  The date of exercise shall be the date upon
                  which  notice  thereof is received in the office of the Bank's
                  Director of Human Resources.

         (d)      Upon the exercise of a Stock  Appreciation  Right, the payment
                  to be made to the  Grantee  may be in cash,  or in  shares  of
                  Common  Stock valued at their Fair Market Value on the date of
                  exercise,  or  partly  in cash and  partly in shares of Common
                  Stock, as determined by the Committee.

         (e)      If the Committee, in its discretion, decides to permit
                  a Grantee who is an officer or director of the Bank to
                  elect to receive cash in full or partial settlement of
                  the exercise of a Stock Appreciation Right, then the
                  following conditions must be met:  (i) such election
                  shall  be  made  during  the  period  beginning  on the  third
                  business day following the date of release for  publication of
                  quarterly and annual summary  statements of sales and earnings
                  of the Bank and ending on the twelfth  business day  following
                  such date,  unless a  different  period is  specified  in Rule
                  16b-3 under the Exchange Act, as in effect at the time of such
                  exercise, or any law, rule, regulation or other provision that
                  may  hereafter  replace such rule,  and (ii) the Bank has been
                  subject  to the  reporting  requirements  of Section 13 of the
                  Exchange  Act for at least one year  prior to the date of said
                  exercise and has filed all reports and statements  required to
                  be filed pursuant to that section during that period.


 7.      Employees Eligible to Receive Options and Stock Appreciation Rights

         (a)      Options may be granted under the Plan to employees of the Bank
                  or its  Subsidiaries  as  designated  from time to time by the
                  Committee.  Stock  Appreciation  Rights may be granted only to
                  Grantees of Options.

         (b)      Directors who are not salaried employees of the Bank or
                  its Subsidiaries shall not be eligible to receive
                  Options and Stock Appreciation Rights.


 8.      Limitation on Annual Awards

         No Grantee may receive,  under the Plan in any Calendar  Year,  Options
and Stock Appreciation Rights the aggregate of which shall exceed 25,000 shares;
provided,  however, that 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.


 9.      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.


10.      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).  The Option Price for Initial Officer Options shall be not less than
the greater of par value,  $10 or 100% of the Fair Market  Value (as defined for
this  purpose)  of a share of  Common  Stock on the date  such  Initial  Officer
Options are granted.  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, if authorized by the
Committee's regulations and accomplished in accordance therewith, 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.

11.      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 date of the grant,
                  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)      Options shall be exercised in whole or in part in
                  accordance with the terms set forth in the Grantee's
                  Option Agreement.

         (d)      Subject to the  provisions  of  subsection  (e)  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.

         (e)      The Committee may postpone any exercise of an Option or
                  a Stock Appreciation Right 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 or the exercise of a Stock
                  Appreciation Right 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 Stock
                  Appreciation Right, or to the Grantee's Successor, with
                  respect  to  any  shares  as to  which  the  Option  or  Stock
                  Appreciation Right shall lapse because of such postponement.

         (f)      All Options and Stock Appreciation Rights 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 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; and

                           (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.

         (g)      Upon the  exercise  of a  Nonstatutory  Stock  Option or Stock
                  Appreciation  Right 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.

         (h)      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.

         (i)      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.


12.      Sequential Exercise of Incentive Stock Options

         With the exception of an Option that is, by its terms,  exercisable  in
installments,  an Incentive  Stock Option shall be  exercisable  in any order or
sequence, irrespective of whether there is outstanding any other Incentive 
Stock Option previously granted to the Grantee.


13.      Exercise of Options or Stock Appreciation Rights 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 and Stock  Appreciation  Rights following  cessation of
employment.

         (a)      Except as provided in Section 13(b), (c) and (e) below,
                  in the event Grantee ceases to be an employee of the
                  Bank through involuntary termination with or without
                  cause by the Bank or any voluntary termination, all
                  Options and associated Stock Appreciation Rights held
                  by such Grantee shall lapse on the date that is the
                  earlier of (i) three months following such
                  termination, or (ii) the expiration date set forth in
                  such Option.

         (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, 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 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
                  months (twelve months in the case of Disability or
                  death) after the date of termination due to Disability,
                  Retirement or death may be exercised within such period
                  of time as determined by the Committee and set forth in
                  the Agreement evidencing such Option (as the permitted
                  period of exercise in such circumstances of a
                  Nonstatutory Stock Option)  after the date of such
                  termination but no longer will 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.


14.      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,  recapitalization,  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.


15.      No Right to Employment

         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.


16.      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 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
                  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 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
                  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 have the right (subject to the general
                  limitations on exercise set forth in Section 11 above
                  and except 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 11 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  16 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 units
                  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)      Except as  provided in this  Section  16, 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.

17.      Change in Control

         (a)      Upon the occurrence of a Change in Control (as
                  hereinafter defined):

                  (1)      All Options shall become immediately exercisable
                           in full for the remainder of their terms.
                           Grantees, other than Grantees who are subject to
                           Section 16 of the Exchange Act, shall have the
                           right to have the Bank purchase the Options as to
                           which no stock appreciation rights have been
                           granted for cash for a period of thirty days
                           following a Change in Control at the Acceleration
                           Price (as hereinafter defined).  Such Options held
                           by Grantees who are subject to Section 16 of the
                           Exchange Act for which at least six months has
                           elapsed from the Grant Date of such Options at the
                           date of the Change in Control shall be
                           automatically purchased by the Bank at the
                           Acceleration Price upon a Change in Control, with
                           payment to be made within thirty days of such
                           Change in Control.

                  (2)      All Stock Appreciation Rights shall become
                           immediately exercisable in full for cash at the
                           Acceleration Price, which shall be paid by the
                           Bank within a period of thirty days following a
                           Change in Control, provided that such Stock
                           Appreciation Rights held by Grantees who are
                           subject to Section 16 of the Exchange Act for
                           which at least six months has elapsed from the
                           Grant Date of such rights at the date of the
                           Change in Control shall be automatically purchased
                           by the Bank at the Acceleration Price upon a
                           Change in Control, with payment to be made within
                           thirty days of such Change in Control.

         (b)      (1)      The "Acceleration Price" is the excess over the
                           Option Price of the highest of the following on
                           the date of a Change in Control:

                             (i)    the  highest  reported  sales  price  of the
                                    Common Stock within the sixty days preceding
                                    the  date  of  the  Change  in  Control,  as
                                    reported  on  any  securities   exchange  or
                                    quotation system upon which the Common Stock
                                    is traded,

                            (ii)    the  highest   price  of  the  Common  Stock
                                    reported  in a  Form  F-11  or an  amendment
                                    thereto  as  paid   within  the  sixty  days
                                    preceding the date of the Change in Control,

                            (iii)   the highest tender offer price paid for
                                    the Common Stock, and

                            (iv)    any cash merger or similar price.

                  (2)      For Incentive  Stock  Options and Stock  Appreciation
                           Rights  granted  with  respect  to  Incentive   Stock
                           Options,  the  Acceleration  Price is  limited to the
                           spread  between the Fair Market  Value on the date of
                           the  purchase  of such  awards  by the  Bank  and the
                           Option Price.

         (c)      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 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.


         (d) 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.

         (e)      For purposes of this Section  17:

                  (1)      "Acquiring Person" shall mean any Person who is or
                           becomes 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.

18.      Termination, Suspension or Modification of Plan

         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 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 increases the benefits accruing
to Grantees through awards under the Plan; (d) lengthens the period during which
a Stock Appreciation Right may be exercised;  (e) increases the maximum amount a
Grantee may be paid upon the exercise of a Stock Appreciation Right; (f) renders
any member of the Committee  eligible to receive an Option or Stock Appreciation
Right while serving  thereon;  (g) extends the effective  period of the Plan; or
(h)  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  or  Stock
Appreciation  Right 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.


19.      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.


20.      Legal Restrictions

         The Bank will not be  obligated to issue 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.


21.      Withholding Taxes

           Each Grantee  exercising an Option or Stock  Appreciation  Right 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.

22.      Governing Laws

         This Plan and all rights  thereunder  shall be construed in  accordance
with and  governed by the laws of the State of  Connecticut.  The intent of this
Plan is to qualify for the  exemption  provided by Rule 16b-3 under the Exchange
Act.  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.

23.      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 otherwise than under the Plan.

                                    * * *

         This Plan was duly  adopted and  approved by the Board of  Directors of
the Bank by resolution  at a meeting held on the 23rd day of February,  1994 and
amended by the Board of Directors of the Bank by resolution at a meeting held on
the 25th day of January, 1995.


                           /s/ Jeremiah T. Dorney
                           -------------------------------
                           Corporate Secretary of the Bank


         This Plan,  as amended,  was duly approved by the  shareholders  of the
Bank  at  a  meeting   of  the   shareholders   held  on  the   26th day  of
April, 1995.


                           /s/ Jeremiah T. Dorney
                           -------------------------------
                           Corporate Secretary of the Bank


                                   Exhibit (4.1)(b)

                                NORWALK SAVINGS SOCIETY
                           1994 EMPLOYEE STOCK OPTION PLAN

                           AMENDED EFFECTIVE APRIL 24, 1996


 1.      Purpose

         The 1994  Employee  Stock  Option Plan is  designed to enable  selected
employees of Norwalk Savings Society and its Subsidiaries to acquire or increase
a proprietary  interest in the Bank,  and thus to share in the future success of
the Bank's business.  Accordingly,  the Plan is intended as a further means, not
only of attracting and retaining  outstanding personnel who are in a position to
make important and direct  contributions to the success of the Bank, but also of
promoting a closer  identity of interests  between the Bank's  employees and its
shareholders.


 2.      Definitions

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

         "Bank" means Norwalk Savings Society.

         "Board" means the Board of Directors of Norwalk Savings
         Society.

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

         "Committee" means the Board's Compensation and Benefits
         Committee or any successor thereto.

         "Common Stock" means the Bank's Common Stock, par value
         $.01 per share.

         "Conversion  Offering"  means the  offering for sale of up to 2,645,000
         shares  of  the  Bank's  Common  Stock  upon  its  conversion   from  a
         Connecticut-chartered  mutual to a Connecticut-chartered  capital stock
         savings bank.

         "Disability," as applied to a Grantee, shall have the
         meaning set forth in Section 22(e)(3) of the Code.
         "ERISA" means the Employee Retirement Income Security Act of
         1974, as amended.

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

         "Fair Market Value" on any  particular  date means the last sales price
         of a share  of  Common  Stock on the  NASDAQ  National  Market  (or any
         exchange on which the Common Stock is then traded) as reported for that
         date by NASDAQ or, if no sales price is reported on that date, the mean
         between the bid and asked  quotations for the Common Stock on that date
         as reported by NASDAQ; provided that (i) if no such sales or quotations
         are reported by NASDAQ for such date,  or (ii) if in the opinion of the
         Committee  sales of  Common  Stock on such date  were  insufficient  to
         constitute a representative market, the Fair Market Value of a share of
         Common  Stock on such  date  shall be the last  sales  price or, if not
         available, the mean between the bid and asked quotations as reported by
         NASDAQ  for the  first  preceding  date to which  clause  (ii) does not
         apply. In the case of Initial Officer Options,  "Fair Market Value" for
         purposes of determining the Option Price shall be the Fair Market Value
         (as  first  defined  herein)  on the date the Plan is  approved  by the
         Bank's Shareholders,  which shall be the Grant Date for Initial Officer
         Options. The newness of the market for the Bank's common stock, and the
         uncertainty  over whether there will be an  established  market at that
         time for such stock,  makes this a reasonable  and good faith method to
         determine Fair Market Value on the grant date for these Initial Officer
         Options.

         "Grantee" means an employee of the Bank or one of its
         Subsidiaries 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), except as specifically  provided for
         Initial Officer Options.

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

         "Initial  Officer  Options" means  Incentive  Stock Options  granted to
         officers of the Bank in connection with the Conversion Offering.

         "NASDAQ" means National Association of Securities Dealers
         Automated Quotation.

         "Nonstatutory Stock Option" means an Option that is not an
         Incentive Stock Option.

         "Option" means the right to purchase, at a price and for the Term fixed
         by the Committee in accordance  with the Plan and subject to such other
         limitations and restrictions as this Plan and the Committee impose, the
         number of shares of Common Stock  specified by the  Committee and shall
         include Incentive Stock Options, Nonstatutory Stock Options and Initial
         Officer Options.

         "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 9 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 10
         hereof.

         "Plan" means the Bank's 1994  Employee  Stock  Option Plan,  as amended
         from time to time.

         "Retirement," as applied to an employee, shall mean when the employee'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.

         "Stock  Appreciation  Right" means a right to surrender to the Bank all
         or a  portion  of an  Option  and to be  paid  therefor  an  amount  as
         determined by the Committee, no greater than the excess of (i) the Fair
         Market Value, as of the date such right is exercised,  of the shares of
         Common Stock associated with the Option,  or portion thereof,  which is
         surrendered, over (ii) the aggregate Option Price of such shares.

         "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).

         "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  or a  Stock  Appreciation  Right  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 on the day of the  consummation of the
conversion  of the  Bank  from a mutual  to a stock  form of  organization  (the
"Conversion  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 as set forth above,  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 such  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 its
adoption by the Board of Directors.

 4.      Administration of the Plan

         (a)      The Plan shall be administered by the Committee.   No
                  member of the Committee shall be employed by the Bank
                  or any of its Subsidiaries and each shall qualify in
                  all respects as a "disinterested person" as defined in
                  Rule 16b-3 under the Exchange Act.  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 Incentive Stock
                  Options, Nonstatutory Stock Options and Stock
                  Appreciation Rights and to determine to whom Options
                  and Stock Appreciation Rights shall be granted and the
                  number of shares subject thereto, the Term of each
                  Option, and the terms of such awards, and the waiver or
                  acceleration thereof, 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 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 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)      The Committee may from time to time grant Options under
                  the Plan for not more 269,872 shares of Common Stock
                  subject to adjustment in accordance with Section 16.
                  Any shares of Common Stock to be delivered by the Bank
                  upon the exercise of Options shall, at the discretion
                  of the Board of Directors, be provided from Common
                  Stock held in the Bank's treasury which is not reserved
                  for some other purpose or from authorized and unissued
                  Common Stock which is not reserved for some other
                  purpose.

         (b)      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.

         (c)      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.

         (d)      Shares as to which there is a surrender in whole or in part of
                  an Option  upon the  exercise  of a Stock  Appreciation  Right
                  shall not again be available for grant of Options.

         (e)      Shares of Common Stock  delivered upon the exercise of a Stock
                  Appreciation Right shall be provided from Common Stock held in
                  the  Bank's  treasury  which is not  reserved  for some  other
                  purpose or from  authorized and unissued Common Stock which is
                  not reserved for some other purpose.

         (f)      Shares subject to Initial Officer Options granted under
                  the Plan shall be considered as shares purchased in the
                  Conversion Offering for the purpose of the insider
                  limitation on conversion share purchases provided in
                  Section 36-142m-12(g) of the Code of Connecticut
                  Regulations (the "Limitation").  The Limitation limits
                  Conversion Offering stock purchases by officers,
                  directors and their associates in the Conversion to not
                  more than 30% of the total number of shares offered in
                  the Conversion Offering.  Any and all Initial Officer
                  Options which may be granted to persons, purposefully
                  or inadvertently, in excess of the limitation shall
                  automatically be null and void, and not exercisable at
                  any time.


 6.      Stock Appreciation Rights

         (a)      The Committee may grant a Stock Appreciation Right to
                  the Grantee of an Option, either at the time the Option
                  is granted or by amending the Option Agreement at any
                  time thereafter prior to the end of the Term of the
                  associated Option.  A Stock Appreciation Right shall be
                  exercisable only during the Term of the associated
                  Option, and only when the Fair Market Value of the
                  shares of Common Stock subject to the Option exceeds
                  the Option Price of such shares.

         (b)      The   Committee   may,   at  the  time  of  granting  a  Stock
                  Appreciation Right, add such conditions and limitations to the
                  Stock Appreciation Right as it shall deem advisable.

         (c)      A Stock  Appreciation  Right may be  exercised  in whole or in
                  part in  accordance  with the terms set forth in the Grantee's
                  Option Agreement.  The date of exercise shall be the date upon
                  which  notice  thereof is received in the office of the Bank's
                  Director of Human Resources.

         (d)      Upon the exercise of a Stock  Appreciation  Right, the payment
                  to be made to the  Grantee  may be in cash,  or in  shares  of
                  Common  Stock valued at their Fair Market Value on the date of
                  exercise,  or  partly  in cash and  partly in shares of Common
                  Stock, as determined by the Committee.

         (e)      If the  Committee,  in its  discretion,  decides  to  permit a
                  Grantee  who is an officer or director of the Bank to elect to
                  receive cash in full or partial  settlement of the exercise of
                  a Stock Appreciation Right, then the
                  following  conditions  must be met: (i) such election shall be
                  made during the period  beginning  on the third  business  day
                  following the date of release for publication of quarterly and
                  annual  summary  statements  of sales and earnings of the Bank
                  and ending on the twelfth  business day  following  such date,
                  unless a different period is specified in Rule 16b-3 under the
                  Exchange  Act, as in effect at the time of such  exercise,  or
                  any  law,  rule,   regulation  or  other  provision  that  may
                  hereafter  replace  such  rule,  and  (ii)  the  Bank has been
                  subject  to the  reporting  requirements  of Section 13 of the
                  Exchange  Act for at least one year  prior to the date of said
                  exercise and has filed all reports and statements  required to
                  be filed pursuant to that section during that period.


 7.      Employees Eligible to Receive Options and Stock Appreciation Rights

         (a)      Options may be granted under the Plan to employees of the Bank
                  or its  Subsidiaries  as  designated  from time to time by the
                  Committee.  Stock  Appreciation  Rights may be granted only to
                  Grantees of Options.

         (b)      Directors who are not salaried employees of the Bank or
                  its Subsidiaries shall not be eligible to receive
                  Options and Stock Appreciation Rights.


 8.      Limitation on Annual Awards

         No Grantee may receive,  under the Plan in any Calendar  Year,  Options
and Stock Appreciation Rights the aggregate of which shall exceed 25,000 shares;
provided,  however, that 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.


 9.      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.


10.      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).  The Option Price for Initial Officer Options shall be not less than
the greater of par value,  $10 or 100% of the Fair Market  Value (as defined for
this  purpose)  of a share of  Common  Stock on the date  such  Initial  Officer
Options are granted.  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, if authorized by the
Committee's regulations and accomplished in accordance therewith, 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.


11.      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 date of the grant,
                  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)      Options shall be exercised in whole or in part in
                  accordance with the terms set forth in the Grantee's
                  Option Agreement.

         (d)      Subject to the  provisions  of  subsection  (e)  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.

         (e)      The Committee may postpone any exercise of an Option or
                  a Stock Appreciation Right 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 or the exercise of a Stock
                  Appreciation Right 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 Stock
                  Appreciation Right, or to the Grantee's Successor, with
                  respect  to  any  shares  as to  which  the  Option  or  Stock
                  Appreciation Right shall lapse because of such postponement.

         (f)      All Options and Stock Appreciation Rights 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 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; and

                           (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.

         (g)      Upon the  exercise  of a  Nonstatutory  Stock  Option or Stock
                  Appreciation  Right 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.

         (h)      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.

         (i)      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.


12.      Sequential Exercise of Incentive Stock Options

         With the exception of an Option that is, by its terms,  exercisable  in
installments,  an Incentive  Stock Option shall be  exercisable  in any order or
sequence, irrespective of whether there is outstanding any other Incentive 
Stock Option previously granted to the Grantee.


13.      Exercise of Options or Stock Appreciation Rights 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 and Stock  Appreciation  Rights following  cessation of
employment.

         (a)      Except as provided in Section 13(b), (c) and (e) below,
                  in the event Grantee ceases to be an employee of the
                  Bank through involuntary termination with or without
                  cause by the Bank or any voluntary termination, all
                  Options and associated Stock Appreciation Rights held
                  by such Grantee shall lapse on the date that is the
                  earlier of (i) three months following such
                  termination, or (ii) the expiration date set forth in
                  such Option.

         (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, 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 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
                  months (twelve months in the case of Disability or
                  death) after the date of termination due to Disability,
                  Retirement or death may be exercised within such period
                  of time as determined by the Committee and set forth in
                  the Agreement evidencing such Option (as the permitted
                  period of exercise in such circumstances of a
                  Nonstatutory Stock Option)  after the date of such
                  termination but no longer will 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.


14.      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,  recapitalization,  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.


15.      No Right to Employment

         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.


16.      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 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
                  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 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 have the right (subject to the general
                  limitations on exercise set forth in Section 11 above
                  and except 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 11 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  16 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 units
                  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)      Except as  provided in this  Section  16, 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.

17.      Change in Control

         (a)      Upon the occurrence of a Change in Control (as
                  hereinafter defined):

                  (1)      All Options shall become immediately exercisable
                           in full for the remainder of their terms.
                           Grantees, other than Grantees who are subject to
                           Section 16 of the Exchange Act, shall have the
                           right to have the Bank purchase the Options as to
                           which no stock appreciation rights have been
                           granted for cash for a period of thirty days
                           following a Change in Control at the Acceleration
                           Price (as hereinafter defined).  Such Options held
                           by Grantees who are subject to Section 16 of the
                           Exchange Act for which at least six months has
                           elapsed from the Grant Date of such Options at the
                           date of the Change in Control shall be
                           automatically purchased by the Bank at the
                           Acceleration Price upon a Change in Control, with
                           payment to be made within thirty days of such
                           Change in Control.

                  (2)      All Stock Appreciation Rights shall become
                           immediately exercisable in full for cash at the
                           Acceleration Price, which shall be paid by the
                           Bank within a period of thirty days following a
                           Change in Control, provided that such Stock
                           Appreciation Rights held by Grantees who are
                           subject to Section 16 of the Exchange Act for
                           which at least six months has elapsed from the
                           Grant Date of such rights at the date of the
                           Change in Control shall be automatically purchased
                           by the Bank at the Acceleration Price upon a
                           thirty days of such Change in Control.

         (b)      (1)      The "Acceleration Price" is the excess over the
                           Option Price of the highest of the following on
                           the date of a Change in Control:

                             (i)    the  highest  reported  sales  price  of the
                                    Common Stock within the sixty days preceding
                                    the  date  of  the  Change  in  Control,  as
                                    reported  on  any  securities   exchange  or
                                    quotation system upon which the Common Stock
                                    is traded,

                            (ii)    the  highest   price  of  the  Common  Stock
                                    reported  in a  Form  F-11  or an  amendment
                                    thereto  as  paid   within  the  sixty  days
                                    preceding the date of the Change in Control,

                            (iii)   the highest tender offer price paid for
                                    the Common Stock, and

                            (iv)     any cash merger or similar price.

                  (2)      For Incentive  Stock  Options and Stock  Appreciation
                           Rights  granted  with  respect  to  Incentive   Stock
                           Options,  the  Acceleration  Price is  limited to the
                           spread  between the Fair Market  Value on the date of
                           the  purchase  of such  awards  by the  Bank  and the
                           Option Price.

         (c)      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 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.


         (d) 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.

         (e)      For purposes of this Section  17:

                  (1)      "Acquiring Person" shall mean any Person who is or
                           becomes 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.

18.      Termination, Suspension or Modification of Plan

         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 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 increases the benefits accruing
to Grantees through awards under the Plan; (d) lengthens the period during which
a Stock Appreciation Right may be exercised;  (e) increases the maximum amount a
Grantee may be paid upon the exercise of a Stock Appreciation Right; (f) renders
any member of the Committee  eligible to receive an Option or Stock Appreciation
Right while serving  thereon;  (g) extends the effective  period of the Plan; or
(h)  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  or  Stock
Appreciation  Right 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.


19.      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.


20.      Legal Restrictions

         The Bank will not be  obligated to issue 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.


21.      Withholding Taxes

         Each Grantee  exercising an Option or Stock  Appreciation  Right 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.


22.      Governing Laws

         This Plan and all rights  thereunder  shall be construed in  accordance
with and  governed by the laws of the State of  Connecticut.  The intent of this
Plan is to qualify for the  exemption  provided by Rule 16b-3 under the Exchange
Act.  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.


23.      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 otherwise than under the Plan.

                                      * * *

         This Plan was duly  adopted and  approved by the Board of  Directors of
the Bank by resolution  at a meeting held on the 23rd day of February,  1994 and
amended by the Board of Directors of the Bank by resolution at a meeting held on
the 25th day of January,  1995, and further amended by the Board of Directors of
the Bank by resolution at a meeting held on the 10th day of January, 1996.


                          /s/ Jere Dorney
                          -------------------------------
                          Corporate Secretary of the Bank

         This Plan,  as amended,  was duly approved by the  shareholders  of the
Bank at a meeting of the shareholders held on the 24th day of April, 1996.


                           /s/ Jere Dorney
                           -------------------------------
                           Corporate Secretary of the Bank



                                Exhibit (4.1)(c)

                   AMENDMENT NO. 2 TO THE NORWALK SAVINGS SOCIETY
                          1994 EMPLOYEE STOCK OPTION PLAN

         This Amendment No. 2 to the Norwalk Savings Society 1994 Employee Stock
Option Plan  ("Amendment  No. 2") dated as of October 1, 1997 is entered into by
and between Norwalk Savings Society, a Connecticut chartered stock savings bank,
with its main  office  located  at 48 Wall  Street,  Norwalk,  Connecticut  (the
"Bank") and NSS Bancorp,  Inc., a Connecticut stock  corporation,  with its main
office located at 48 Wall Street, Norwalk, Connecticut.

                                      RECITALS

         WHEREAS,  the Board of Directors  (the  "Board") of the Bank  initially
adopted the 1994 Director  Stock Option Plan on February 23, 1994, as amended by
the Board on January 25, 1995, and on January 10, 1996 (collectively, the "Stock
Option Plan");

         WHEREAS,  the  shareholders of the Bank initially  approved the Plan at
the 1995 Annual Meeting of the Bank's  Shareholders and approved an amendment to
the Stock Option Plan  increasing  the number of shares for which options may be
granted  under the Stock  Option Plan at the 1996  Annual  Meeting of the Bank's
Shareholders;

         WHEREAS,  the Company has acquired all of the outstanding shares of the
Bank's  common  stock,  par value  $0.01 per share  ("Bank  Common  Stock") in a
one-for-one-share  exchange for the common stock of the Company, par value $0.01
per share ("Company Common Stock")  pursuant to that certain  Agreement and Plan
of Reorganization between the Company and the Bank dated May 20, 1997 (the "Plan
of Reorganization");

         WHEREAS,  Section  5 of the Plan of  Reorganization  provides  that the
Company shall adopt and assume certain rights and  obligations of the Bank under
the Stock Option Plan,  including the  substitution  of Company Common Stock for
Bank Common Stock as the stock for which  options may be granted under the Stock
Option Plan;

         WHEREAS,  the  Plan of  Reorganization  provides  that the  holders  of
options under the Stock Option Plan prior to the  effective  time of the Plan of
Reorganization  will  receive an option to purchase the same number of shares of
Company  Common Stock at the same  exercise  price and in  accordance  with such
other terms and conditions as pertained to the options
outstanding under the Stock Option Plan  prior to the Effective
Time; and

         WHEREAS,   the  Company  and  the  Bank  have  determined  that  it  is
appropriate to enter into an agreement amending the Stock Option Plan.

         NOW,  THEREFORE,  in  consideration  of the sum of one  dollar  ($1.00)
receipt of which is hereby  acknowledged  and the mutual  promises and covenants
contained herein, the Bank and the Company agree as follows:

         1.       Definitions:

         (a) The  definition  of  "Board"  contained  in  Section 2 of the Stock
Option  Plan  shall  be  deleted  in its  entirety  and the  following  shall be
substituted in lieu thereof:

          "Board"  means  the  Board of  Directors  of  Norwalk  Savings
                  Society and, if the context  permits or  requires,  also means
                  the Board of Directors of NSS Bancorp, Inc.

         (b) The  definition  of "Common  Stock"  contained  in Section 2 of the
Stock Option Plan shall be deleted in its entirety  and the  following  shall be
substituted in lieu thereof:

         "Common Stock" means the Company's Common Stock par
                  value $0.01 per share.

         (c) The  definition  of  Committee  contained in Section 2 of the Stock
Option  Plan  shall  be  deleted  in its  entirety  and the  following  shall be
substituted in lieu thereof:

         "Committee" means the Compensation and Benefits Committee of the Bank's
                  Board of Directors or any successor thereto.

         (d)      The following definition shall be included in Section 2
of the Stock Option Plan:

                  "Company" means NSS Bancorp, Inc.

         (e) The definition of "Option Agreement"  contained in Section 2 of the
Stock Option Plan shall be deleted in its entirety  and the  following  shall be
substituted in lieu thereof:

         "Option  Agreement" means a written agreement in form to be approved by
                  the  Committee  to be  entered  into  between  and  among  the
                  Company,  the Bank, and the Grantee of an Option,  as provided
                  in Section 9 of the Stock Option Plan.

         (f) The definition of "Subsidiary"  contained in Section 2 of the Stock
Option  Plan  shall  be  deleted  in its  entirety  and the  following  shall be
substituted in lieu thereof:

                  "Subsidiary"  means an  entity  of  which,  at the  time  such
                  subsidiary  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  Company,  the  Bank,  and  its  subsidiaries
                  (exclusive of the ownership by the entity whose  subsidiary is
                  being determined).

         2.       Except as otherwise specifically provided in this
Amendment No. 2,  references made to the "Bank" in Sections
5(a), 5(e), 11(d), 11(e), 11(i), 19, 20, 21 and 23 shall be
deemed to refer to the Company.

         3.       Except as otherwise specifically provided in Amendment
No. 2 all references made to the "Bank" in Sections 1, 4, 7, 9,
13, 14, 15, and 18 shall be deemed to refer both to the Bank and
to the Company.

         4.       Section 6(e) of the Stock Option Plan shall be deleted
in its entirety and the following shall be substituted in lieu
thereof:

                  (e)      If the Committee, in its discretion, decides
                           to permit a Grantee who is an officer of the
                           Bank or the Company to elect to receive cash
                           in full or partial settlement of the exercise
                           of a Stock Appreciation Right, then the
                           following conditions must be met:  (i) such
                           election shall be made during the period
                           beginning on the third business day following
                           the date of release for publication of
                           quarterly and annual summary statements of
                           sales and earnings of the Bank and ending on
                           the twelfth business day following such date,
                           unless a different period is specified in the
                           Exchange Act, or any rule promulgated
                           thereunder as in effect at the time of such
                           exercise, or any law, rule, regulation or
                           other provision that may hereafter replace
                           such law or rule, and (ii) the Bank and the
                           Company have collectively been subject to the
                           reporting requirements of Section 13 of the
                           Exchange Act for at least one year prior to
                           the date of said exercise and has filed all
                           reports and statements required to be filed
                           pursuant to that section during that period.

         5.       Section 10 of the Stock Option Plan shall be deleted in
its entirety and the following shall be substituted in lieu
thereof:

                  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 of 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). The Option Price for Initial Officer Options shall
                  be not less than the greater of par value,  $10 or 100% of the
                  Fair Market Value (as defined for this  purpose) of a share of
                  Common  Stock on the date such  Initial  Officer  Options  are
                  granted.  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 the 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  valued  at Fair  Market  Value  on the  date of
                  exercise of the Option,  or a combination  of cash and/or such
                  other form of property,  or, if authorized by the  Committee's
                  regulations  and  accomplished  in  accordance  therewith,  by
                  delivery of a properly  executed exercise notice together with
                  irrevocable  instructions  to a broker to deliver  promptly to
                  the Company and Bank sale or loan  proceeds  sufficient to pay
                  the Option Price.

         6.       Section 16 of the Stock Option Plan shall be deleted in
its entirety and the following shall be substituted in lieu
thereof:

         16.      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
                  Company by reason of any recapitalization,
                  reclassification, stock split-up, combination of
                  distribution  payable in capital  stock,  or other increase or
                  decrease  in  such   shares   effected   without   receipt  of
                  consideration  by the Company,  occurring  after the effective
                  date of the  Plan,  the  number  and  kind of  shares  for the
                  purchase of which Options may be granted under Section 5(d) of
                  the Plan shall be adjusted  proportionately and accordingly by
                  the Committee.  In addition, the number and kind of 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   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  Company  is the  Surviving
                  Entity. Subject to Subsection (c) hereof, if the Company shall
                  be the surviving  Company in any  reorganization,  merger,  or
                  consolidation  of the Company with one or more other entities,
                  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 Company is Not the Surviving
                  Company or Sale of Assets or Stock.  Upon the  dissolution  or
                  liquidation  of the  Company  or the  Bank,  or upon a merger,
                  consolidation  or  reorganization  of the Company  with one or
                  more other  entities in which the Company is not the surviving
                  entity,  or  upon a sale  of all or  substantially  all of the
                  assets  of  the  Company  to  another  entity,   or  upon  any
                  transaction  approved by the Board of Directors of the Company
                  which results in any person or entity owning 80% or more
                  of the  combined  voting  power of all classes of stock of the
                  Company, 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  entity,  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 have the right
                  (subject to the general  limitations  on exercise set forth in
                  Section 10 above and except as otherwise specifically provided
                  in the Option Agreement relating to such Option),  immediately
                  prior to the  occurrence  of such  termination  and during the
                  period following the notice of termination  described below to
                  exercise such Option in whole or in part,  whether or not such
                  Option was otherwise  vested and  exercisable at the time such
                  notice  of  termination  is given  and  without  regard to any
                  installment limitation on exercise imposed pursuant to Section
                  10 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  Company
                  gives notice thereof to its shareholders.

                  (d) Adjustments.  Adjustments under this Section 14 related to
                  stock  or  securities  of the  Company  shall  be  made by the
                  Committee whose  determination in that respect shall be final,
                  binding, and conclusive.  No fractional shares of Common Stock
                  or units 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 Company.  The grant of an
                  Option pursuant to the Plan shall not affect or
                  limit in any way the right or power of the Company
                  or 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.

                  Except as  provided in this  Section  16, the  issuance by the
                  Company  of  shares  of  stock  of  any  class  or  securities
                  convertible  into  shares  of stock of any  class,  shall  not
                  affect the outstanding Options.

         7.       Section 17 of the Stock Option Plan shall be deleted in
its entirety and the following shall be substituted:

         17.      Change in Control.

         (a)      Upon the occurrence of a Change in Control (as
                  hereinafter defined):

                  (1)      All Options shall become immediately
                           exercisable in full for the remainder of
                           their terms.  Grantees, other than Grantees
                           who are subject to Section 16 of the Exchange
                           Act, shall have the right to have the Bank or
                           the Company purchase the Options as to which
                           no stock appreciation rights have been
                           granted for cash for a period of thirty days
                           following a Change in Control at the
                           Acceleration Price (as hereinafter defined).
                           Such  Options  held by  Grantees  who are subject to
                           Section 16 of the Exchange Act for which at least six
                           months  has  elapsed  from  the  Grant  Date  of such
                           Options at the date of the Change in Control shall be
                           automatically   purchased   by   the   Bank   at  the
                           Acceleration  Price  upon a Change in  Control,  with
                           payment to be made within  thirty days of such Change
                           in Control.

                  (2)      All Stock Appreciation Rights shall become
                           immediately exercisable in full for cash at
                           the Acceleration Price, which shall be paid
                           by the Bank or the Company within a period of
                           thirty days following a Change in Control,
                           provided that such Stock Appreciation Rights
                           held by Grantees who are subject to Section
                           16 of the Exchange Act for which at least six
                           months has elapsed from the Grant Date of
                           such rights at the date of the Change in
                           Control shall be automatically purchased by
                           the Bank and if the Bank is unable to do so,
                           by the Company, at the Acceleration Price
                           upon a Change in Control, with payment to be
                           made within thirty days of such Change of Control.

         (b)      (1)      The "Acceleration Price" is the excess over the
                           Option Price of the highest of the following on
                           the date of a Change in Control:

                             (i)    the  highest  reported  sales  price  of the
                                    Common Stock within the sixty days preceding
                                    the  date  of  the  Change  in  Control,  as
                                    reported  on  any  securities   exchange  or
                                    quotation system upon which the Common Stock
                                    is traded,

                            (ii)    the  highest   price  of  the  Common  Stock
                                    reported  in a  Form  13D  or  an  amendment
                                    thereto  as paid  within the sixty (60) days
                                    preceding the date of the Change in Control,

                            (iii)   the highest tender offer price paid
                                    for the Common Stock, and

                            (iv)    any cash merger or similar price.

                  (2)      For Incentive  Stock  Options and Stock  Appreciation
                           Rights  granted  with  respect  to  Incentive   Stock
                           Options,  the  Acceleration  Price is  limited to the
                           spread  between the Fair Market  Value on the date of
                           the purchase of such awards and the Option Price.

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

                             (i)    any  Person  (other  than  a  Grantee,   the
                                    Company,  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 Bank's or
                                    the Company's Board shall be Continuing
                                    Directors; or

                            (iii)   the shareholders of the Company
                                    shall approve a merger or consolidation
                                    of the Company or a plan of complete
                                    liquidation of the Company or an
                                    agreement for the sale or disposition by the
                                    Company of all or  substantially  all of the
                                    Company'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  Company,   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  Company  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.

         (d) A "Change in Control"  shall be deemed not to have occurred if such
event is mandated or directed by a regulatory body having  jurisdiction over the
Bank's or the Company's operations.

         (e) For purposes of this Section  17:

                  (1)      "Acquiring Person" shall mean any Person who
                           is or becomes a "beneficial owner" (as
                           defined in Rule 13d-3 of the Exchange Act) of
                           securities of the Company 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 13G 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 13G
                           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
                           Company's  or  Bank's  Board of  Directors  who was a
                           member of either Board prior to the date hereof,  and
                           any  successor  of a Continuing  Director  while such
                           successor is a
                           member of the  Company's or Bank's Board of Directors
                           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.

         8.       Other Provisions to remain in Effect.

         Except as expressly modified or amended by this Amendment No. 2, all of
the terms,  covenants  and  conditions  of the Stock Option Plan and all Options
previously granted  thereunder are hereby ratified and confirmed,  all to remain
in full force and effect.

         IN  WITNESS  WHEREOF,   the  undersigned  parties  have  executed  this
Amendment as of the date first written above.

                                                NORWALK SAVINGS SOCIETY


                                                By: /s/ Robert T. Judson
                                                   Robert T. Judson
                                                   Its President


                                                NSS BANCORP, INC.


                                                By: /s/ Rorbert T. Judson
                                                   Robert T. Judson
                                                   Its President


                               Exhibit (4.2)(a)

                            NORWALK SAVINGS SOCIETY
                        1994 DIRECTOR STOCK OPTION PLAN

 1.      Purpose

         The 1994 Director Stock Option Plan is designed to enable Non- Employee
Directors  of Norwalk  Savings  Society to  acquire  or  increase a  proprietary
interest  in the Bank,  and thus to share in the  future  success  of the Bank's
business.  Accordingly,  the Plan is  intended as a further  means,  not only of
attracting  and  retaining  outstanding  Non-Employee  Directors  who  are  in a
position to make important and direct contributions to the success of the
Bank,  but also of promoting a closer  identity of interests  between the Bank's
Non-Employee Directors and its shareholders.


 2.      Definitions

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

         "Annual Options" shall have the meaning set forth in
         Section 5(a)(iii) hereof.

         "Bank" means Norwalk Savings Society.

         "Board" means the Board of Directors of Norwalk Savings
         Society.

         "Chairman Options" shall have the meaning set forth in
         Section 5(a)(ii) hereof.

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

         "Committee"  means  the  entire  Board  with  the  exception  of  those
         directors who are also officers and employees of the Bank.

         "Common Stock" means the Bank's Common Stock, par value  $.01
         per share.

         "Conversion  Offering"  means the  offering for sale of up to 2,645,000
         shares  of  the  Bank's  Common  Stock  upon  its  conversion   from  a
         Connecticut-chartered  mutual to a Connecticut-chartered  capital stock
         savings bank.

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

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

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

         "Fair Market Value" on any  particular  date means the last sales price
         of a share  of  Common  Stock on the  NASDAQ  National  Market  (or any
         exchange on which the Common Stock is then traded) as reported for that
         date by NASDAQ or, if no sales price is reported on that date, the mean
         between the bid and asked  quotations for the Common Stock on that date
         as reported by NASDAQ; provided that if no such sales or quotations are
         reported by NASDAQ for such date,  the Fair Market  Value of a share of
         Common  Stock on such  date  shall be the last  sales  price or, if not
         available, the mean between the bid and asked quotations as reported by
         NASDAQ for the first preceding date.
         In the case of  Initial  Options  (as  defined  below)  granted on the
         effective  date of the  Plan,  "Fair  Market  Value"  for  purposes  of
         determining  the Option  Price  shall be the Fair  Market  Value of the
         Common   Stock  on  the  date  the  Plan  is  approved  by  the  Bank's
         Shareholders.

         "Future Non-Employee  Directors" means a Non-Employee  Director who was
         not a member  of the Board at the time of  adoption  of the Plan by the
         Board,  as shown by his or her absence from Schedule A attached  hereto
         and made a part hereof.

         "Future Options" shall have the meaning set forth in Section
         5(a)(ii) hereof.

         "Future  Second  Options"  shall have the  meaning set forth in Section
         5(a)(ii) hereof.

         "Grantee" means a Non-Employee Director of the Bank 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 pursuant to Section 5 of the Plan.

         "Initial Options" shall have the meaning set forth in Section
         5(a)(i) hereof.

         "NASDAQ" means National Association of Securities Dealers
         Automated Quotation System.

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

         "Option"  means an  option  granted  pursuant  to the  Plan,  including
         Initial  Options,  Future  Options,  Future  Second  Options,  Chairman
         Options and Annual Options to purchase,  the number of shares of Common
         Stock  specified  by this Plan  which  shall be a  non-qualified  stock
         option not intended to qualify as incentive stock options under Section
         422 of the Code.

         "Option  Agreement" means a written agreement in a form attached hereto
         as  Appendix  A 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 as set forth in Section 9.

         "Plan" means the Bank's 1994  Director  Stock  Option Plan,  as amended
         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 upon reaching
         the  first  day of the  first  month  following  the month in which the
         Non-Employee Director attains the age of seventy-five years.

         "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).

         "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 an Option may be exercised as set
         forth in the Option Agreement.

 3.      Effective Date and Duration of Plan

         The Plan shall become  effective on the day of the  consummation of the
conversion  of the  Bank  from a mutual  to a stock  form of  organization  (the
"Conversion  Date")  subject  to  approval  of the Plan  within  one year of the
Conversion 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 as set forth above,  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 such  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 its
adoption by the Board of Directors.

 4.      Administration of the Plan

         (a)      General.  The Plan shall be administered by the
                  Committee, which shall have full power and authority,
                  subject to the provisions of the Plan, to supervise
                  administration of the Plan and interpret the provisions
                  of the Plan and any Options granted hereunder.  Any
                  decision by the Committee shall be final and binding on
                  all parties.  No member of the Committee shall be liable
                  for any determination, decision or action made in good
                  faith with respect to the Plan or any Options under the
                  Plan.  The Committee may delegate any of such
                  responsibilities to one or more agents and may retain
                  advisors to advise it.  No Grantee shall participate in
                  the decision of any question relating exclusively to an
                  Option granted to that Grantee.

         (b)      Rules and Interpretation.  The Committee shall be vested
                  with full authority to make such rules and regulations
                  as it deems necessary to administer the Plan and to
                  interpret and administer the provisions of the Plan in a
                  uniform manner.  Any determination, decision or action
                  of the Committee in connection with the construction,
                  interpretation, administration or application of the
                  Plan shall be final, conclusive and binding on all
                  parties.  The Committee's administrative functions shall
                  be ministerial in nature in view of the Plan's explicit
                  provisions, including those related to eligibility for,
                  timing, price and amount of Option grants.

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

         (a)      (i)      The initial grant of Options ("Initial Options")
                           under the Plan shall be made to Non-Employee
                           Directors who were serving on the Board on the date
                           of the adoption of the Plan by the Board on the
                           condition the Plan is approved by the Bank's
                           Shareholders in accordance with the following
                           formula:  The number of shares subject to an
                           Initial Option shall equal 4,853 shares of Common
                           Stock plus an additional 3,640 shares of Common
                           Stock if such Non-Employee Director has served as a
                           member of the Board for a period of at least five
                           (5) years as of the date of the adoption of the
                           Plan by the Board, plus an additional 2,427 shares
                           of Common Stock shall be award to a Non-Employee
                           Director who has served for a period of three years
                           as Chairman of the Board as of the date of the
                           adoption of the Plan by the Board.  Accordingly,
                           the number of shares of Common Stock granted under
                           the Initial Options in accordance with the
                           foregoing formula is set forth in Schedule A
                           attached hereto, subject to approval of the Plan by
                           the Bank's stockholders.  The Initial Grants shall
                           become fully vested     ratably over three years
                           beginning with the first anniversary of the
                           Conversion Date.


                  (ii)     Subsequent grants of Options will be made to Future
                           Non-Employee Directors upon their appointment or
                           election as Non-Employee Directors and to any Non-
                           Employee Directors upon their fifth anniversary of
                           service as a member of the Board and/or their third
                           anniversary of service as Chairman of the Board.
                           The number of shares subject to such Options shall
                           be determined in accordance with the following
                           formula:  Upon election or appointment to the
                           Board, each Future Director shall receive an Option
                           to purchase 4,853 shares of Common Stock ("Future
                           Options") and each Non-Employee Director shall
                           receive an Option to purchase 3,640 shares of
                           Common Stock upon the fifth anniversary of such
                           Non-Employee Director's service on the Board
                           ("Future Second Options") and further shall receive
                           an Option to purchase 2,427 shares of Common Stock
                           upon the third anniversary of such Non-Employee
                           Director's service as Chairman of the Board
                           ("Chairman Options").  Future Options,  Future Second
                           Options and Chairman  Options shall be awarded at the
                           Option  Price  on the  Grant  Date.  Future  Options,
                           Future Second Options and Chairman Options shall vest
                           ratably  over three  years  beginning  with the first
                           anniversary  of their  Grant  Date.  If, on any Grant
                           Date, the aggregate  number of shares of Common Stock
                           subject  to Option  grants on that date  exceeds  the
                           remaining  number of  shares  reserved  for  issuance
                           under the Plan,  the number of Option shares  awarded
                           to each  Non-Employee  Director to whom Options shall
                           be granted on such date shall be reduced  pro rata so
                           that the aggregate number of Option shares awarded to
                           such  Non-Employee  Directors  equals  the  number of
                           reserved  shares of Common Stock  remaining under the
                           Plan.  All  Options   awarded  shall  be  subject  to
                           adjustment in accordance  with Section 14. Any shares
                           of Common  Stock to be delivered by the Bank upon the
                           exercise of Options shall, as determined by the Board
                           of  Directors,  be provided from Common Stock held in
                           the Bank's  treasury  which is not  reserved for some
                           other purpose or from  authorized and unissued Common
                           Stock which is not reserved for some other purpose.


                  (iii)    Each Non-Employee Director  shall receive
                           on the day following the first Annual
                           Meeting of Shareholders of the Bank in
                           1996  and on the day following each
                           Annual Meeting of Shareholders thereafter
                           an Option to purchase 1,000 shares of
                           Common Stock ("Annual Options").  Such
                           Annual Options shall be awarded at the
                           Option Price on the Grant Date and shall
                           be fully vested on the Grant Date and
                           exercisable in full at the expiration of
                           six months following the Grant Date.

         (b)      The Grant Date of an Option shall be, with respect to
                  the Initial Options, on the date hereof and with respect
                  to Future Options, Future Second Options and Chairman
                  Options shall be the date of the appointment or election
                  of Future Directors or such anniversary of service on
                  the Board or as Chairman of the Board as specified in
                  subparagraph (a)(ii) hereto, and with respect to Annual
                  Options shall be the day following the Annual Meeting of
                  Shareholders in the year at issue, without further
                  action by the Committee.

         (c)      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.

         (d)      Subject to adjustment as provided in Section 14 hereof,
                  the aggregate number of shares to be delivered under the
                  Plan shall not exceed 72,802 shares of Common Stock.
                  Shares subject to Initial Options granted under the Plan
                  shall be considered as shares purchased in the
                  Conversion Offering for the purpose of the insider
                  limitation on conversion share purchases provided in
                  Section 36-142m-12(g) of the Code of Connecticut
                  Regulations (the "Limitation").  The Limitation limits
                  Conversion Offering stock purchases by officers,
                  directors and their associates in the Conversion to not
                  more than 30% of the total number of shares offered in
                  the Conversion Offering.  Any and all Initial Options
                  which may be granted to persons, purposefully or
                  inadvertently, in excess of the limitation shall
                  automatically be null and void, and not exercisable at
                  any time.

 6.      Persons Eligible to Receive Options

         Options may be granted under the Plan to Non-Employee Directors.


 7.      Limitation on Annual Awards

         The  amount of  Options  which may be  granted  to any  Grantee  in any
calendar year is established pursuant to Section 5 above.


 8.      Option Agreement

         (a)      The  Grantee of an Option  shall  execute an Option  Agreement
                  with the Bank in the form attached hereto as Appendix A.

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


 9.      Option Price

         For the Initial  Options,  the Option Price shall be the greater of par
value,  $10 or 100% of the Fair Market  Value of a share of Common  Stock on the
date the Plan is approved by the Bank's Shareholders. Subsequent grants shall be
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.  Payment of the Option Price shall
be made in cash or in  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.


10.      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 its Grant Date and ending (unless
                  the  Option  shall  have   terminated   earlier   under  other
                  provisions of the Plan) on the tenth  anniversary of its Grant
                  Date.


         (b)      With the exception of Initial Options and Annual
                  Options, Options shall vest and become nonforfeitable
                  and shall become exercisable ratably on the first,
                  second and third anniversaries of the Grant Date.
                  Initial Options shall become fully vested on the
                  Conversion Date and shall become exercisable ratably on
                  the first, second and third anniversaries of the
                  Conversion Date.  Annual Options shall become fully
                  vested on the Grant Date and shall be exercisable in
                  full at the expiration of six months following the Grant
                  Date. 


         (c)      Notwithstanding  the provisions of subparagraph (b) hereof, an
                  Option that has vested shall become fully exercisable upon the
                  occurrence of the Grantee's death or withdrawal from the Board
                  by reason  of such  Non-  Employee  Director's  Retirement  or
                  Disability.

         (d)      Subject to  subparagraph  (e) 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.

         (e)      The  Committee may postpone any exercise of an Option for such
                  time as the Committee 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.

         (f)      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 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 or by the Grantee's guardian or legal
                  representative.

         (g)      Upon the  exercise  of an  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.

         (h)      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.


11.      Exercise of Options by Grantee on Cessation of Serving as a Director

         (a)      Except as provided in Section 11(b) below, in the event
                  Grantee ceases to be a Non-Employee Director of the Bank
                  through voluntary resignation by the Grantee, or
                  involuntary removal with or without cause by the Bank,
                  all Options held by such Grantee shall lapse on the date
                  that is the earlier of (i) three months following such
                  resignation or removal, or (ii) the expiration date set
                  forth in such Option.

         (b)      In the event Grantee ceases to be a  Non-Employee  Director of
                  the Bank due to Retirement,  death or Disability,  all Options
                  held by such  Grantee  shall  lapse  on the  date  that is the
                  earlier of (i) one year after  termination  due to such causes
                  or (ii) on the expiration date set forth in such Option.

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


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,  recapitalization,  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 Serve as a Director

         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 Amended and Restated  Articles of
Incorporation and Bylaws.

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 for the purchase of which Options may be
                  granted under Section 5(d) of the Plan shall be adjusted
                  proportionately and accordingly by the Committee.  In
                  addition, the number and kind of 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  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 have the
                  right (subject to the general limitations on exercise
                  set forth in Section 10 above and except as otherwise
                  specifically provided in the Option Agreement relating
                  to such Option), immediately prior to the occurrence of
                  such termination and during the period following the
                  notice of termination described below to exercise such
                  Option in whole or in part, whether or not such Option
                  was otherwise vested and exercisable at the time such
                  notice  of  termination  is given  and  without  regard to any
                  installment limitation on exercise imposed pursuant to Section
                  10 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 units 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)      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.      Termination, Suspension or Modification of Plan

         Subject to the limitation  that the provisions of the Plan shall not be
amended  more than once every six months  other than to comport  with changes in
the Code or regulations thereunder, 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 for
which Options may be granted; (b) changes the criteria for determining directors
eligible to  participate  in the Plan;  (c) lowers the minimum  Option  Price or
otherwise  materially increases the benefits accruing to Grantees through awards
under the Plan; or (d) extends the term of the Plan.
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 14 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.


16.      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.


17.      Legal Restrictions

         The Bank will not be  obligated to issue 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.


18.      Withholding Taxes

         The Bank may require  any  Grantee,  as a  condition  of exercise of an
Option,  to pay or reimburse any taxes which the Bank  determines it is required
to withhold in connection with the grant or exercise of the Option.


19.      Governing Laws

         This Plan and all rights  thereunder  shall be construed in  accordance
with and governed by the laws of the State of Connecticut.


20.      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 otherwise than under the Plan.


                                     * * *

         This Plan was duly  adopted and  approved by the Board of  Directors of
the Bank by resolution at a meeting held on the 23rd day of February,  1994, and
amended by the Board of  Directors by  resolution  at a meeting held on the 25th
day of January, 1995.


                                         /s/ Jeremiah T. Dorney
                                         -------------------------------
                                         Corporate Secretary of the Bank


         This Plan,  as amended,  was duly approved by the  shareholders  of the
Bank  at  a  meeting   of  the  shareholders  held  on  the  26th day  of 
April, 1995.


                                          /s/ Jeremiah T. Dorney
                                          -------------------------------
                                          Corporate Secretary of the Bank


                                 Exhibit (4.2)(b)

                              NORWALK SAVINGS SOCIETY
                         1994 DIRECTOR STOCK OPTION PLAN
                         AMENDED EFFECTIVE APRIL 24, 1996

 1.      Purpose

         The 1994 Director Stock Option Plan is designed to enable Non- Employee
Directors  of Norwalk  Savings  Society to  acquire  or  increase a  proprietary
interest  in the Bank,  and thus to share in the  future  success  of the Bank's
business.  Accordingly,  the Plan is  intended as a further  means,  not only of
attracting  and  retaining  outstanding  Non-Employee  Directors  who  are  in a
position to make important and direct contributions to the success of the
Bank,  but also of promoting a closer  identity of interests  between the Bank's
Non-Employee Directors and its shareholders.


 2.      Definitions

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

         "Annual Options" shall have the meaning set forth in
         Section 5(a)(iii) hereof.

         "Bank" means Norwalk Savings Society.

         "Board" means the Board of Directors of Norwalk Savings
         Society.

         "Chairman Options" shall have the meaning set forth in
         Section 5(a)(ii) hereof.

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

         "Committee"  means  the  entire  Board  with  the  exception  of  those
         directors who are also officers and employees of the Bank.

         "Common Stock" means the Bank's Common Stock, par value  $.01
         per share.

         "Conversion  Offering"  means the  offering for sale of up to 2,645,000
         shares  of  the  Bank's  Common  Stock  upon  its  conversion   from  a
         Connecticut-chartered  mutual to a Connecticut-chartered  capital stock
         savings bank.

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

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

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

         "Fair Market Value" on any  particular  date means the last sales price
         of a share  of  Common  Stock on the  NASDAQ  National  Market  (or any
         exchange on which the Common Stock is then traded) as reported for that
         date by NASDAQ or, if no sales price is reported on that date, the mean
         between the bid and asked  quotations for the Common Stock on that date
         as reported by NASDAQ; provided that if no such sales or quotations are
         reported by NASDAQ for such date,  the Fair Market  Value of a share of
         Common  Stock on such  date  shall be the last  sales  price or, if not
         available, the mean between the bid and asked quotations as reported by
         NASDAQ for the first preceding date.
         In the case of  Initial  Options  (as  defined  below)  granted on the
         effective  date of the  Plan,  "Fair  Market  Value"  for  purposes  of
         determining  the Option  Price  shall be the Fair  Market  Value of the
         Common   Stock  on  the  date  the  Plan  is  approved  by  the  Bank's
         Shareholders.

         "Future Non-Employee  Directors" means a Non-Employee  Director who was
         not a member  of the Board at the time of  adoption  of the Plan by the
         Board,  as shown by his or her absence from Schedule A attached  hereto
         and made a part hereof.

         "Future Options" shall have the meaning set forth in Section
         5(a)(ii) hereof.

         "Future  Second  Options"  shall have the  meaning set forth in Section
         5(a)(ii) hereof.

         "Grantee" means a Non-Employee Director of the Bank 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 pursuant to Section 5 of the Plan.

         "Initial Options" shall have the meaning set forth in Section
         5(a)(i) hereof.

         "NASDAQ" means National Association of Securities Dealers
         Automated Quotation System.

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

         "Option"  means an  option  granted  pursuant  to the  Plan,  including
         Initial  Options,  Future  Options,  Future  Second  Options,  Chairman
         Options and Annual Options to purchase,  the number of shares of Common
         Stock  specified  by this Plan  which  shall be a  non-qualified  stock
         option not intended to qualify as incentive stock options under Section
         422 of the Code.

         "Option  Agreement" means a written agreement in a form attached hereto
         as  Appendix  A 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 as set forth in Section 9.

         "Plan" means the Bank's 1994  Director  Stock  Option Plan,  as amended
         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 upon reaching
         the  first  day of the  first  month  following  the month in which the
         Non-Employee Director attains the age of seventy-five years.

         "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).

         "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 an Option may be exercised as set
         forth in the Option Agreement.


 3.      Effective Date and Duration of Plan

         The Plan shall become  effective on the day of the  consummation of the
conversion  of the  Bank  from a mutual  to a stock  form of  organization  (the
"Conversion  Date")  subject  to  approval  of the Plan  within  one year of the
Conversion 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 as set forth above,  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 such  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 its
adoption by the Board of Directors.

 4.      Administration of the Plan

         (a)      General.  The Plan shall be administered by the
                  Committee, which shall have full power and authority,
                  subject to the provisions of the Plan, to supervise
                  administration of the Plan and interpret the provisions
                  of the Plan and any Options granted hereunder.  Any
                  decision by the Committee shall be final and binding on
                  all parties.  No member of the Committee shall be liable
                  for any determination, decision or action made in good
                  faith with respect to the Plan or any Options under the
                  Plan.  The Committee may delegate any of such
                  responsibilities to one or more agents and may retain
                  advisors to advise it.  No Grantee shall participate in
                  the decision of any question relating exclusively to an
                  Option granted to that Grantee.

         (b)      Rules and Interpretation.  The Committee shall be vested
                  with full authority to make such rules and regulations
                  as it deems necessary to administer the Plan and to
                  interpret and administer the provisions of the Plan in a
                  uniform manner.  Any determination, decision or action
                  of the Committee in connection with the construction,
                  interpretation, administration or application of the
                  Plan shall be final, conclusive and binding on all
                  parties.  The Committee's administrative functions shall
                  be ministerial in nature in view of the Plan's explicit
                  provisions, including those related to eligibility for,
                  timing, price and amount of Option grants.


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

         (a)      (i)      The initial grant of Options ("Initial Options")
                           under the Plan shall be made to Non-Employee
                           Directors who were serving on the Board on the date
                           of the adoption of the Plan by the Board on the
                           condition the Plan is approved by the Bank's
                           Shareholders in accordance with the following
                           formula:  The number of shares subject to an
                           Initial Option shall equal 4,853 shares of Common
                           Stock plus an additional 3,640 shares of Common
                           Stock if such Non-Employee Director has served as a
                           member of the Board for a period of at least five
                           (5) years as of the date of the adoption of the
                           Plan by the Board, plus an additional 2,427 shares
                           of Common Stock shall be award to a Non-Employee
                           Director who has served for a period of three years
                           as Chairman of the Board as of the date of the
                           adoption of the Plan by the Board.  Accordingly,
                           the number of shares of Common Stock granted under
                           the Initial Options in accordance with the
                           foregoing formula is set forth in Schedule A
                           attached hereto, subject to approval of the Plan by
                           the Bank's stockholders.  The Initial Grants shall
                           become fully vested ratably over three years
                           beginning with the first anniversary of the
                           Conversion Date.

                  (ii)     Subsequent grants of Options will be made to Future
                           Non-Employee Directors upon their appointment or
                           election as Non-Employee Directors and to any Non-
                           Employee Directors upon their fifth anniversary of
                           service as a member of the Board and/or their third
                           anniversary of service as Chairman of the Board.
                           The number of shares subject to such Options shall
                           be determined in accordance with the following
                           formula:  Upon election or appointment to the
                           Board, each Future Director shall receive an Option
                           to purchase 4,853 shares of Common Stock ("Future
                           Options") and each Non-Employee Director shall
                           receive an Option to purchase 3,640 shares of
                           Common Stock upon the fifth anniversary of such
                           Non-Employee Director's service on the Board
                           ("Future Second Options") and further shall receive
                           an Option to purchase 2,427 shares of Common Stock
                           upon the third anniversary of such Non-Employee
                           Director's service as Chairman of the Board
                           ("Chairman Options").  Future Options, Future
                           Second Options and Chairman  Options shall be awarded
                           at  the  Option  Price  on  the  Grant  Date.  Future
                           Options,  Future Second Options and Chairman  Options
                           shall vest  ratably over three years  beginning  with
                           the first anniversary of their Grant Date. If, on any
                           Grant Date, the aggregate  number of shares of Common
                           Stock  subject to Option  grants on that date exceeds
                           the remaining  number of shares reserved for issuance
                           under the Plan,  the number of Option shares  awarded
                           to each  Non-Employee  Director to whom Options shall
                           be granted on such date shall be reduced  pro rata so
                           that the aggregate number of Option shares awarded to
                           such  Non-Employee  Directors  equals  the  number of
                           reserved  shares of Common Stock  remaining under the
                           Plan.  All  Options   awarded  shall  be  subject  to
                           adjustment in accordance  with Section 14. Any shares
                           of Common  Stock to be delivered by the Bank upon the
                           exercise of Options shall, as determined by the Board
                           of  Directors,  be provided from Common Stock held in
                           the Bank's  treasury  which is not  reserved for some
                           other purpose or from  authorized and unissued Common
                           Stock which is not reserved for some other purpose.


                  (iii)    Each Non-Employee Director  shall receive
                           on the day following the Annual
                           Meeting of Shareholders of the Bank in
                           1996  and on the day following each
                           Annual Meeting of Shareholders thereafter
                           an Option to purchase 2,000 shares of
                           Common Stock ("Annual Options").  Such
                           Annual Options shall be awarded at the
                           Option Price on the Grant Date and shall
                           be fully vested on the Grant Date and
                           exercisable in full at the expiration of
                           six months following the Grant Date.

         (b)      The Grant Date of an Option shall be, with respect to
                  the Initial Options, on the date hereof and with respect
                  to Future Options, Future Second Options and Chairman
                  Options shall be the date of the appointment or election
                  of Future Directors or such anniversary of service on
                  the Board or as Chairman of the Board as specified in
                  subparagraph (a)(ii) hereto, and with respect to Annual
                  Options shall be the day following the Annual Meeting of
                  Shareholders in the year at issue, without further
                  action by the Committee.

          (c)     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.

         (d)      Subject to adjustment as provided in Section 14 hereof,
                  the aggregate number of shares to be delivered under the
                  Plan shall not exceed 122,802 shares of Common Stock.
                  Shares subject to Initial Options granted under the Plan
                  shall be considered as shares purchased in the
                  Conversion Offering for the purpose of the insider
                  limitation on conversion share purchases provided in
                  Section 36-142m-12(g) of the Code of Connecticut
                  Regulations (the "Limitation").  The Limitation limits
                  Conversion Offering stock purchases by officers,
                  directors and their associates in the Conversion to not
                  more than 30% of the total number of shares offered in
                  the Conversion Offering.  Any and all Initial Options
                  which may be granted to persons, purposefully or
                  inadvertently, in excess of the limitation shall
                  automatically be null and void, and not exercisable at
                  any time.

 6.      Persons Eligible to Receive Options

         Options may be granted under the Plan to Non-Employee Directors.


 7.      Limitation on Annual Awards

         The  amount of  Options  which may be  granted  to any  Grantee  in any
calendar year is established pursuant to Section 5 above.


 8.      Option Agreement

         (a)      The  Grantee of an Option  shall  execute an Option  Agreement
                  with the Bank in the form attached hereto as Appendix A.

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


 9.      Option Price

         For the Initial  Options,  the Option Price shall be the greater of par
value,  $10 or 100% of the Fair Market  Value of a share of Common  Stock on the
date the Plan is approved by the Bank's Shareholders. Subsequent grants shall be
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.  Payment of the Option Price shall
be made in cash or in  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.


10.      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 its Grant Date and ending (unless
                  the  Option  shall  have   terminated   earlier   under  other
                  provisions of the Plan) on the tenth  anniversary of its Grant
                  Date.

         (b)      With the exception of Initial Options and Annual
                  Options, Options shall vest and become nonforfeitable
                  and shall become exercisable ratably on the first,
                  second and third anniversaries of the Grant Date.
                  Initial Options shall become fully vested on the
                  Conversion Date and shall become exercisable ratably on
                  the first, second and third anniversaries of the
                  Conversion Date.  Annual Options shall become fully
                  vested on the Grant Date and shall be exercisable in
                  full at the expiration of six months following the Grant
                  Date.

         (c)      Notwithstanding  the provisions of subparagraph (b) hereof, an
                  Option that has vested shall become fully exercisable upon the
                  occurrence of the Grantee's death or withdrawal from the Board
                  by reason  of such  Non-  Employee  Director's  Retirement  or
                  Disability.

         (d)      Subject to  subparagraph  (e) 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.

         (e)      The  Committee may postpone any exercise of an Option for such
                  time as the Committee 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.

         (f)      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 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 or by the Grantee's guardian or legal
                  representative.

         (g)      Upon the  exercise  of an  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.

         (h)      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.


11.      Exercise of Options by
         Grantee on Cessation of Serving as a Director

         (a)      Except as provided in Section 11(b) below, in the event
                  Grantee ceases to be a Non-Employee Director of the Bank
                  through voluntary resignation by the Grantee, or
                  involuntary removal with or without cause by the Bank,
                  all Options held by such Grantee shall lapse on the date
                  that is the earlier of (i) three months following such
                  resignation or removal, or (ii) the expiration date set
                  forth in such Option.

         (b)      In the event Grantee ceases to be a  Non-Employee  Director of
                  the Bank due to Retirement,  death or Disability,  all Options
                  held by such  Grantee  shall  lapse  on the  date  that is the
                  earlier of (i) one year after  termination  due to such causes
                  or (ii) on the expiration date set forth in such Option.

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


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,  recapitalization,  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 Serve as a Director

         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 Amended and Restated  Articles of
Incorporation and Bylaws.

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 for the purchase of which Options may be
                  granted under Section 5(d) of the Plan shall be adjusted
                  proportionately and accordingly by the Committee.  In
                  addition, the number and kind of 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  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 have the
                  right (subject to the general limitations on exercise
                  set forth in Section 10 above and except as otherwise
                  specifically provided in the Option Agreement relating
                  to such Option), immediately prior to the occurrence of
                  such termination and during the period following the
                  notice of termination described below to exercise such
                  Option in whole or in part, whether or not such Option
                  was otherwise vested and exercisable at the time such
                  notice  of  termination  is given  and  without  regard to any
                  installment limitation on exercise imposed pursuant to Section
                  10 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 units 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)      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.      Termination, Suspension or Modification of Plan

         Subject to the limitation  that the provisions of the Plan shall not be
amended  more than once every six months  other than to comport  with changes in
the Code or regulations thereunder, 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 for
which Options may be granted; (b) changes the criteria for determining directors
eligible to  participate  in the Plan;  (c) lowers the minimum  Option  Price or
otherwise  materially increases the benefits accruing to Grantees through awards
under the Plan; or (d) extends the term of the Plan.
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 14 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.


16.      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.


17.      Legal Restrictions

         The Bank will not be  obligated to issue 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.


18.      Withholding Taxes

         The Bank may require  any  Grantee,  as a  condition  of exercise of an
Option,  to pay or reimburse any taxes which the Bank  determines it is required
to withhold in connection with the grant or exercise of the Option.


19.      Governing Laws

         This Plan and all rights  thereunder  shall be construed in  accordance
with and governed by the laws of the State of Connecticut.


20.      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 otherwise than under the Plan.


                                    * * *

         This Plan was duly  adopted and  approved by the Board of  Directors of
the Bank by resolution at a meeting held on the 23rd day of February,  1994, and
amended by the Board of  Directors by  resolution  at a meeting held on the 25th
day of January, 1995, and further amended by the Board of Directors of the Bank
by resolution at a meeting held on the 10th day of January, 1996.


                                         /s/ Jere Dorney
                                         -------------------------------
                                         Corporate Secretary of the Bank


         This Plan,  as amended,  was duly approved by the  shareholders  of the
Bank  at  a  meeting   of  the   shareholders   held  on  the 24th day  of
April, 1996.


                                           /s/ Jere Dorney
                                           -------------------------------
                                           Corporate Secretary of the Bank



                               Exhibit (4.2)(c)

               AMENDMENT NO. 2 TO THE NORWALK SAVINGS SOCIETY
                         1994 DIRECTOR STOCK OPTION PLAN

         This Amendment No. 2 to the Norwalk Savings Society 1994 Director Stock
Option Plan ("Amendment No. 2") dated as of October 1, 1997 is entered in by and
between Norwalk Savings Society, a Connecticut chartered stock savings bank with
its main office located at 48 Wall Street, Norwalk, Connecticut (the "Bank") and
NSS Bancorp, Inc., a Connecticut stock corporation, with its main office located
at 48 Wall Street, Norwalk, Connecticut.

                                 RECITALS

         WHEREAS,  the Board of Directors  (the  "Board") of the Bank  initially
adopted the Norwalk  Savings Society 1994 Director Stock Option Plan on February
23, 1994, as amended on January 25, 1995, and as further amended by the Board on
January 10, 1996 (the
"Stock Option Plan");

         WHEREAS,  the  shareholders of the Bank initially  approved the Plan at
the 1995  Annual  Meeting of the Bank's  Shareholders  and,  at the 1996  Annual
Meeting of the Bank's Shareholders, approved an amendment to the Plan increasing
the number of shares for which  options  may be granted  under the Stock  Option
Plan;

         WHEREAS,  the Company has acquired all of the Bank's common stock,  par
value $0.01 per share ("Bank Common Stock") in a one-for-one-share  exchange for
the Company's Common Stock, par value $0.01 per share ("Company Common Stock");

         WHEREAS,  Section  5 of the Plan of  Reorganization  provides  that the
Company shall adopt and assume certain rights and  obligations of the Bank under
the Plan,  including the  substitution  of Common Stock for Bank Common Stock as
the stock for which options may be granted under the Stock Option Plan;

         WHEREAS,  the Plan of  Reorganization  provides that holders of options
under the Stock Option Plan prior to the  effective  time will receive an option
to  purchase  the same  number  of shares of  Company  Common  Stock at the same
exercise price and in accordance
 with such other terms and  conditions  as pertained to the options  outstanding
under the Stock Option Plan prior to the Effective Time; and

         WHEREAS,   the  Company  and  the  Bank  have  determined  that  it  is
appropriate to enter into an agreement amending the Stock Option Plan.

         NOW, THEREFORE, in consideration of the sum of one dollar
($1.00) receipt of which is hereby acknowledged and the mutual
promises and covenants contained herein, the Bank and the Company
agree as follows:


         1.       Definitions:

         (a) The  definition  of  "Board"  contained  in  Section 2 of the Stock
Option  Plan  shall  be  deleted  in its  entirety  and the  following  shall be
substituted in lieu thereof:

                  "Board"  means  the  Board of  Directors  of  Norwalk  Savings
                  Society  and,  if  the  context  so  requires,  the  Board  of
                  Directors of NSS Bancorp, Inc.

         (b) The  definition  of "Common  Stock"  contained  in Section 2 of the
Stock Option Plan shall be deleted in its entirety  and the  following  shall be
substituted in lieu thereof:

                  "Common Stock" means the Company's Common Stock, par value
                  $0.01 per share."

         (c)      The following definition shall be added to Section 2 of
the Stock Option Plan:

                  "Company" means NSS Bancorp, Inc.

         (d)      The definition of "Non-Employee Director" shall be
deleted in its entirety and the following shall be substituted in
lieu thereof:

                  "Non-Employee Director" means a member of the Board
                   who is not an employee of the Company, the Bank, or
                   their respective subsidiaries.

         (e) The definition of "Option Agreement"  contained in Section 2 of the
Stock Option Plan shall be deleted in its entirety  and the  following  shall be
substituted in lieu thereof:

                  "Option  Agreement"  means  a  written  agreement  in  a  form
                  attached  hereto  as  Appendix  A" to be  entered  into by the
                  Company, the Bank and the Grantee of an Option, as provided in
                  Section 8 hereof.

         (f) The definition of "Subsidiary"  contained in Section 2 of the Stock
Option  Plan  shall  be  deleted  in its  entirety  and the  following  shall be
substituted in lieu thereof:

                  "Subsidiary"  means an  entity  of  which,  at the  time  such
                  subsidiary  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  Company,  the  Bank,  or  their  respective
                  subsidiaries (exclusive of the
                  ownership by the entity whose subsidiary is being
                  determined).

         (g) The definition of "Retirement"  contained in Section 2 of the Stock
Option Plan shall be deleted in its entirety and all  references  thereto  shall
have the meaning derived from the common usage and understanding of such word.

         2.       Section 11(a) of the Stock Option Plan is deleted in
its entirety and the following shall be substituted in lieu
thereof:

         (a)      Except  as  provided  in  Section  11(b)  below,  in the event
                  Grantee ceases to be a Non-Employee Director through voluntary
                  resignation  by the Grantee,  or  involuntary  removal with or
                  without cause by the Company or the Bank,  all options held by
                  such  Grantee  shall  lapse on the date that is the earlier of
                  (i) three months following such resignation or removal or (ii)
                  the expiration date set forth in such option.

         3.       Except as otherwise specifically provided for in this
Amendment No. 2, all references made to the "Bank" in Sections
5(a)(ii), 10(d), 10(e), 10(h), 16, 17, and 18, shall be deemed to
refer to the Company.

         4.       Except as otherwise specifically referred to in
Amendment No. 2 all references made to the "Bank" in Sections
1, 8, 12, 13, 15, and 20 shall be deemed to refer both to the
Bank and the Company.

         5.       Amendment to Section 14 of Stock Option Plan.

         Section 14 of the Stock  Option  Plan shall be deleted in its  entirety
and the following shall be substituted in lieu thereof:

                  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 Company 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
                  Company,  occurring  after the effective date of the Plan, the
                  number and kind of shares for the  purchase  of which  Options
                  may be granted under Section 5(d) of the Plan
                  shall  be  adjusted  proportionately  and  accordingly  by the
                  Committee.  In  addition,  the  number  and kind of 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   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  Company  is the  Surviving
                  Entity. Subject to Subsection (c) hereof, if the Company shall
                  be the  surviving  entity in any  reorganization,  merger,  or
                  consolidation  of the Company with one or more other entities,
                  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 Company is Not the Surviving
                  Company or Sale of Assets or Stock.  Upon the  dissolution  or
                  liquidation  of the Bank, or upon a merger,  consolidation  or
                  reorganization  of the Company with one or more other entities
                  in which the Company is not the  surviving  entity,  or upon a
                  sale of all or substantially  all of the assets of the Company
                  to another  entity,  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
                  Company, 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  entity,  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  have  
                  the  right   (subject   to  the  general limitations  on  
                  exercise  set forth in  Section  10 above and except  as  
                  otherwise  specifically  provided  in  the  Option
                  Agreement  relating to such Option),  immediately prior to the
                  occurrence of such termination and during the period following
                  the notice of  termination  described  below to exercise  such
                  Option in whole or in part,  whether  or not such  Option  was
                  otherwise  vested and  exercisable  at the time such notice of
                  termination  is given and  without  regard to any  installment
                  limitation on exercise  imposed  pursuant to Section 10 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  Company  gives
                  notice thereof to its shareholders.

                  (d) Adjustments.  Adjustments under this Section 14 related to
                  stock  or  securities  of the  Company  shall  be  made by the
                  Committee whose  determination in that respect shall be final,
                  binding, and conclusive.  No fractional shares of Common Stock
                  or units 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 Company. The grant of an Option pursuant
                  to the Plan  shall not affect or limit in any way the right or
                  power   of  the   Company   or  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) Except as provided in this Section 14, the issuance by the
                  Company  of  shares  of  stock  of  any  class  or  securities
                  convertible  into  shares  of stock of any  class,  shall  not
                  affect the outstanding Options.

6.       Other Provisions to remain in Effect.

         Except as expressly  modified or amended by this Amendment,  all of the
terms,  covenants  and  conditions  of the  Agreement  and all  Options  granted
hereunder  are hereby  ratified and  confirmed,  all to remain in full force and
effect.

         IN  WITNESS  WHEREOF,   the  undersigned  parties  have  executed  this
Amendment No. 2 as of the date first written above.


                                  NORWALK SAVINGS SOCIETY


                                  By: /s/ Robert T. Judson
                                      Robert T. Judson
                                      Its President


                                   NSS BANCORP, INC.


                                   By: /s/ Robert T. Judson
                                       Robert T. Judson
                                       Its President


                                Exhibit (4.3)(a)

                             NORWALK SAVINGS SOCIETY

                         1995 EXECUTIVE INCENTIVE PLAN


1.       Purposes.

         The purposes of the Norwalk  Savings  Society 1995 Executive  Incentive
Plan (the "Plan") are to promote the interests of Norwalk  Savings  Society (the
"Bank") and its  shareholders  by  attracting,  retaining  and  stimulating  the
performance  of selected  employees,  giving such  employees the  opportunity to
acquire a proprietary  interest in the Bank's business and an increased personal
interest in its continued success and progress.

2.       Definitions.

         Unless the context  clearly  indicates  otherwise,  the following terms
have the meanings set forth below.

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

         "Business  Day" shall mean any day except  Saturday,  Sunday or a legal
         holiday in the State of Connecticut.

         "Change in Control" shall have the meaning set forth in
         Section 12 of the Plan.

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

         "Committee"  means the Compensation and Benefits  Committee of three or
         more  members  appointed by the Board of  Directors  and selected  from
         those  directors  who are not  employees  of the Bank,  its parent or a
         subsidiary,  as defined in Section 424(e) and (f) of the Code.  Members
         of the Committee shall be "disinterested persons" within the meaning of
         Rule  16b-3  under  the  1934  Act,  or any  law,  regulation  or other
         provision that may hereafter  replace such Rule. Such members shall not
         be eligible to receive awards under the Plan. The Board may at any time
         and from  time to time  remove  any  member of the  Committee,  with or
         without  cause,  appoint  additional  members to the Committee and fill
         vacancies,  however caused, in the Committee. A majority of the members
         of the Committee shall constitute a quorum.  All  determinations of the
         Committee  shall be made by a majority of its members.  Any decision or
         determination of the Committee  reduced to writing and signed by all of
         the members of the  Committee  shall be fully as effective as if it had
         been made at a meeting duly called and held.

         "Common Stock" means the common stock of Norwalk Savings Society,  $.01
         par value.

         "Deferred  Award Account" shall have the meaning set forth in Section 9
         hereof.

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

         "Fair Market Value" of a share of Common Stock on any  particular  date
         means the last  sales  price of a share of Common  Stock on the  NASDAQ
         Stock Market (or any exchange on which the Common Stock is then traded)
         as  reported  for that date by NASDAQ or, if no sales price is reported
         for that date,  the mean  between the bid and asked  quotations  or, if
         available,  the high and low sales  prices for the Common Stock on that
         date as  reported  by NASDAQ;  provided,  however,  that (i) if no such
         sales or  quotations  are reported by NASDAQ for such date, or (ii) if,
         in the  opinion of the  Committee,  sales of Common  Stock on such date
         were  insufficient  to  constitute a  representative  market,  the Fair
         Market  Value of a share of Common Stock on such date shall be the last
         sales price or, if no sales price is reported  for that date,  the mean
         between the bid and asked quotations or, if available, the high and low
         sales prices as reported by NASDAQ for the first preceding Business Day
         to which clause (ii) does not apply.

         "Grant  Date",  as used with respect to a particular  award,  means the
         date on which such award is granted by the  Committee  pursuant  to the
         Plan.

         "Grantee" means the individual to whom an award is granted
         pursuant to the Plan.

         "Involuntary  Termination  without  Cause"  means  a  termination  of a
         Grantee's  employment  with  the  Bank  for  any  reason  other  than a
         termination for "cause" which means (i) the Grantee's conviction by any
         trial  court  of any  crime  involving  fraud,  embezzlement,  theft or
         dishonesty;  (ii) serious willful misconduct by the Grantee,  including
         personal  dishonesty  in  connection  with Bank  business or customers;
         (iii) any  material  breach  by the  Grantee  of his or her  employment
         agreement  with the Bank,  if any,  or any  employment  policies of the
         Bank;  or (iv) if the  Bank's  regulatory  authorities  issue  an order
         removing the Grantee from his or her  positions at the Bank, or if such
         regulatory  authorities  inform  the  Board  that  continuation  of the
         Grantee  in his  position  at the Bank would  constitute  an unsafe and
         unsound banking practice.

         "Performance Period" shall have the meaning set forth in
         Section 7(b) hereof.

         "Performance  Stock" means an award entitling the Grantee to payment of
         shares of Common Stock  contingent  upon the  attainment of performance
         objectives determined in the discretion of the Committee.

         "Plan" means the Norwalk Savings Society 1995 Executive  Incentive Plan
         as set forth herein and as amended from time to time.

         "Retirement",  as  applies  to an  employee,  shall  have  the  meaning
         provided under any qualified  pension plan applicable to such employee,
         and if no such plan is applicable  shall mean termination of employment
         with the Bank on or after age  sixty-five  (65) or after age fifty-five
         (55) and the  completion  of fifteen (15) Years of Service  measured as
         provided in the Norwalk Savings  Society  Employee Stock Ownership Plan
         as in effect from time to time.

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

3.       Administration.

         (a) The  Committee  shall have all the powers vested in it by the terms
of the Plan,  including  exclusive  authority (within the limitations  described
herein)  to select  the  employees  to be  granted  awards  under  the Plan,  to
determine the size and terms of awards to be made to each employee selected,  to
determine  the times when  awards  will be granted to  employees,  to  establish
objectives and  conditions,  if any, for earning such awards,  to accelerate the
vesting of all or any portion of an award, and to determine  whether such awards
will be paid after the end of an award  period.  The  Committee  shall have full
power and  authority  to  administer  and  interpret  the Plan and to adopt such
rules, regulations, agreements,  guidelines and instruments for the  
administration  of the Plan and for the conduct of its business as the 
Committee  deems  necessary or advisable.  The Committee's  interpretation   
of the Plan and all  actions taken and determinations  made  by the  
Committee  pursuant  to the  powers  vested  in it hereunder  shall be 
conclusive and binding on all parties  concerned,  including the Bank, 
its  stockholders,  any Grantees and any other employee of the Bank or
any of its subsidiaries.

         (b)      All decisions made by the Board of Directors pursuant to
the provisions of the Plan shall be final and conclusive.

4.       Eligibility and Participation.

         The participants in the Plan shall consist of selected employees of the
Corporation  or its  present  or future  parent or  subsidiaries,  as defined in
Section 424 of the Code (whether or not directors of the Corporation), who serve
in executive,  administrative  or professional  capacities,  as may from time to
time be so designated by the Committee.


5.       Effective Date of the Plan and Term of The Plan.

         The Plan  shall  become  effective  upon its  adoption  by the Board of
Directors;  provided that no award granted pursuant to the Plan shall vest prior
to the approval of the Plan by the Bank's shareholders  within  twelve  (12)  
months  of  its  adoption  by the  Board  of Directors.  The term  during  
which  awards may be granted  under the Plan shall expire  on the tenth  
anniversary  of the  adoption  of the Plan by the Board of Directors.


6.        Shares Subject to the Plan.

         The shares of Common  Stock that may be  delivered or purchased or used
for reference  purposes under the Plan shall be shares of the Bank's  authorized
Common Stock and may be unissued  shares or reacquired  shares,  as the Board of
Directors may from time to time determine.  Subject to adjustment as provided in
Article 13 hereof, the aggregate number of shares to be delivered under the Plan
shall not exceed 100,000 shares. If any shares are subject to an award which for
any  reason  expires  or  terminates  during  the term of the Plan  prior to the
issuance of such shares or other payment of such awards,  the shares  subject to
but not  delivered  under such award shall be available  for issuance  under the
Plan.


7.       Performance Stock.

         (a) Grant of Performance  Stock.  Subject to the terms of the Plan, the
Committee  may select the eligible  employees  who shall be granted  Performance
Stock at any time and from  time to time.  The  Committee  shall  have  complete
discretion in determining  the number of shares of Performance  Stock granted to
each  Grantee.  On or after the Grant Date,  the  Committee  may provide for the
payment of dividend  equivalents thereon in cash or additional Common Stock on a
current,  deferred or contingent basis. Each grant of Performance Stock shall be
evidenced by an agreement,  which shall be executed on behalf of the Bank by any
officer  thereof and  delivered to and accepted by the Grantee and shall contain
such terms and  provisions as the Committee  may determine  consistent  with the
Plan.

         (b) Value of Performance  Stocks. Each award of Performance Stock shall
have an initial  value that is  established  by the Committee on the Grant Date.
The Committee shall set performance goals in its discretion which,  depending on
the extent to which they are met, will  determine the number and/or value of the
shares  of  Performance  Stock  that  will be  paid  out to the  Grantees.  Such
performance  goals  may  be  described  in  terms  of  Bank-wide  objectives  or
objectives  that are related to the  performance of the individual  Grantee or a
subsidiary, division, department or function of the Bank in which the Grantee is
employed.  The time period during which the performance  goals must be met shall
be called a  "Performance  Period."  Performance  Periods  shall,  in all cases,
exceed two years in length.


         (c)  Earning of Performance Stocks.  After the applicable
Performance Period has ended, the holder of Performance Stock shall
be entitled to receive a payout on the number of shares and value
of Performance Stock earned by the Grantee over the Performance Period, to be 
determined as a function of the extent to which the corresponding 
performance goals have been achieved.  Each Performance Stock grant shall 
specify a minimum  acceptable level of achievement below  which  no  payment  
will be made  and  shall  set  forth  a  formula  for determining  the 
amount of any payment to be made if  performance is at or above the  
minimum  acceptable  level  but  falls  short  of full  achievement  of the
specified  goals.  The Committee  may also provide that the amount  payable with
respect to a Performance  Stock may not exceed a maximum amount specified by the
Committee on the Grant Date. The Committee may adjust  performance goals and the
related minimum  acceptable level of achievement if, in the sole judgment of the
Committee,  events or  transactions  have occurred after the Grant Date that are
unrelated  to the  performance  of the Grantee and result in  distortion  of the
performance goals or the related minimum acceptable level of achievement.

         (d) Form and Timing of Payment of Performance Stocks. Payment of earned
Performance  Stock shall be made in a single lump sum,  within  forty-five  (45)
calendar days  following the close of the  applicable  Performance  Period.  The
Committee shall pay earned  Performance  Stock in the form of Common Stock which
has an aggregate Fair Market Value equal to the value of the earned  Performance
Stock at the close of the applicable  Performance  Period. Such Common Stock may
be granted subject to any restrictions deemed appropriate by the Committee.

         (e) Termination of Employment Due to Death, Disability,  Retirement, or
Involuntary  Termination Without Cause. In the event the employment of a Grantee
is  terminated  by reason  of  death,  Disability,  Retirement,  or  Involuntary
Termination without Cause during a Performance Period, the Grantee shall receive
a prorated  payout of the  Performance  Stock.  The  prorated  payment  shall be
determined by the Committee, in its sole discretion, and shall be based upon the
length  of  time  that  the  Grantee  held  the  Performance  Stock  during  the
Performance  Period,  and shall further be adjusted based on the  achievement of
the preestablished performance goals.

         Payment  of  earned  Performance  Stock  shall be made at the same time
payments  are made to  Grantees  who did not  terminate  employment  during  the
applicable Performance Period.

         (f)  Termination of Employment  for Other Reasons.  In the event that a
Grantee's  employment  terminates  for any reason  other than those  reasons set
forth in Section 7(e) herein,  all  Performance  Stock shall be forfeited by the
Grantee to the Bank.


8.       Nontransferability.

         Performance Stock may not be sold, transferred,  pledged,  assigned, or
otherwise  alienated  or  hypothecated,  other  than by  will or by the  laws of
descent and distribution or pursuant to a qualified domestic relations order, as
defined  in the Code.  Further,  a  Grantee's  rights  under  the Plan  shall be
exercisable  during the Grantee's  lifetime only by the Grantee or the Grantee's
legal representative.

9.       Deferred Payments.

         The  Committee  may permit a Grantee who is one of the five most highly
compensated   officers  of  the  Bank  or  its  present  or  future   parent  or
subsidiaries, as defined in Section 424 of the Code (whether or not directors of
the Bank) to defer such Grantee's  receipt of Common Stock that would  otherwise
be due to such  Grantee by virtue of the  satisfaction  of any  requirements  or
goals with  respect to  Performance  Stock.  If any such  deferral  election  is
required  or  permitted,  the  election  to  defer  must  be made  prior  to the
commencement of the last year of the  Performance  Period during which the award
to be deferred will be earned.  The number of shares of Common Stock so deferred
will be credited as a book entry to the Grantee's "Deferred Award Account".  The
Grantee  shall also elect a  distribution  schedule for the amount  deferred.  A
Grantee may elect to have  payments  begin at the  Grantee's  actual  retirement
date,  subsequent to that date or prior thereto.  A Grantee may elect a lump sum
or up to 15 annual  installments.  No installment,  however, may be payable more
than 15 years after the  Grantee's  termination  of  employment.  Once made,  an
election may not be changed by the Grantee either in amount or method of payment
to accelerate the receipt of the amounts deferred.

         The Bank shall credit the  Participant's  Deferred  Award  Account as a
book  entry  with  the  number  of full  and  partial  shares  of  Common  Stock
purchasable  at the Fair  Market  Value of the Common  Stock as of the date each
dividend is paid on the Common Stock,  with the dividends  which would have been
paid on the  number of  shares  credited  to such  Account  (including  pro-rata
dividends on any partial share) had the shares so credited then been issued and
outstanding. At the time of distribution,  whole shares of Common Stock credited
to the  Deferred  Award  Account will be  distributed  to the Grantee and a cash
payment  will be made with the final  installment  for any  fraction  of a share
credited to such Account. The Committee shall, in its sole discretion, establish
rules and  procedures  for such payment  deferrals  which are intended to permit
such  deferrals  to  comply  with the  applicable  requirements  of the Code and
Section  16 of the  1934  Act and  regulations  thereunder.  While  the Bank may
purchase  such shares for its own  account,  it is not  obligated to do so, and,
whether  it does or not,  no  shares  of  Common  Stock  shall be  purchased  or
earmarked for such Deferred  Award Account nor shall the Grantee have the rights
of a shareholder  with respect to any such shares of Common Stock  credited as a
book entry to such Deferred Award Account.

10.      Beneficiary Designation.

         Each  Grantee  under  the  Plan  may,  from  time  to  time,  name  any
beneficiary or beneficiaries  (who may be named contingently or successively) to
whom any benefit under the Plan is to be paid in case of his or her death before
he or she  receives  any or all of such  benefit.  Each such  designation  shall
revoke all prior designations by the same Grantee, shall be in a form prescribed
by the Bank,  and will be  effective  only when filed by the  Grantee in writing
with  the  Bank  during  the  Grantee's  lifetime.  In the  absence  of any such
designation,  benefits  remaining unpaid at the Grantee's death shall be paid to
he Grantee's  estate.  The spouse of a married Grantee  domiciled in a community
property   jurisdiction   shall  join  in  any  designation  of  beneficiary  or
beneficiaries other than the spouse.

11.      Tax Withholding.

         The Bank will have the right to deduct  from the  payment  of any award
under the Plan  (whether in cash,  Common  Stock or other awards or property) or
from any  compensation  or amount  owing to the  Grantee the amount of taxes and
FICA that are  required  to be withheld in respect of the payment of an award or
the  lapse of  restrictions  thereon,  and to take such  other  action as may be
necessary in the opinion of the Bank to satisfy all  obligations for the payment
of  such  taxes.  The  Committee  may  establish  such  procedures  as it  deems
appropriate  to satisfy  such  withholding  liability,  including by delivery of
Common Stock with a Fair Market  Value equal to such  liability or by having the
Bank withhold from Common Stock delivered upon payment of an award, Common Stock
whose Fair Market Value is equal to such liability.

12.      Change in Control.

         (a)      Upon the occurrence of a Change in Control (as
hereinafter defined):

                  (i) Each  Grantee  of a  Performance  Stock for a  Performance
Period that has not been completed at the time of the Change in Control shall be
deemed to have earned a minimum  Performance Stock award equal to the product of
(y) such Grantee's maximum award opportunity for such Performance Stock, and (z)
a fraction, the numerator of which is the number of full and partial months that
have elapsed since the beginning of such Performance Period to the date on which
the Change in Control  occurs,  and the denominator of which is the total number
of months in such  Performance  Period,  with such payment being made in cash as
calculated under subsection (a)(iii) hereof; and

                  (ii) Any amounts in a Grantee's  Deferred  Award Account under
the Plan,  notwithstanding any of the preceding  provisions of the Plan, will be
paid to the Grantee in a lump sum payment in cash.

                  (iii) For purposes of  calculating  the amount of the payments
provided for in subsection  (a)(i) and (ii),  the shares of Common Stock payable
hereunder  shall be valued at the  higher of (y) the Fair  Market  Value for the
Common  Stock on the date  preceding  and nearest the date the Change in Control
occurred or (z) the highest per share price for the Common Stock  actually  paid
in connection with such Change in Control.

         (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 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 agreement for the
                           sale or disposition by the Bank of all or
                           substantially all of the Bank's assets, 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 per  cent 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 (b)(i), (ii) or (iii) above.

         (d)      For purposes of this Section  12:

                  (1) "Acquiring Person" shall mean any Person who is or becomes
a "beneficial owner" (as defined in Rule 13d-3 of the 1934 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 1934 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 1934 Act.


13.      Changes in Common Stock.

         In   the   event   of   a   merger,   consolidation,    reorganization,
recapitalization,  stock  dividend,  stock split,  or other changes in corporate
structure  or  capitalization  affecting  the  Common  Stock,  such  appropriate
adjustment  shall be made in the  number  and kind of shares  subject  to awards
granted under the Plan, including  appropriate  adjustment in the maximum number
of shares  referred  to in Section 6 of the Plan,  as may be  determined  by the
Committee.


14.      No Right to Employment.

         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.


15.      Legal Restrictions.

         The Bank will not be  obligated to issue 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 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 award under the Plan.


16.      No Rights as Shareholders.

         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 award  until such shares of Common  Stock
shall have been  transferred  to the Grantee or such  person.  Furthermore,  the
existence of awards  under the Plan 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 the sale or transfer of any part of its assets or business;  or
any other corporate act, whether of a similar character or otherwise.


17.      Choice of Law.

         The validity,  interpretation and administration of the Plan and of any
rules, regulations,  determinations or decisions made thereunder, and the rights
of any and all  persons  having or  claiming  to have any  interest  therein  or
thereunder,  shall be determined  exclusively in accordance with the laws of the
State of Connecticut.


18.      No Trust or Fund Created.

         Neither the Plan nor any award shall create or be construed to create a
trust or separate fund of any kind or a fiduciary  relationship between the Bank
and a Grantee  or any other  person.  To the extent  that any person  acquires a
right to receive  payments from the Bank pursuant to an award,  such right shall
be no greater than the right of any unsecured general creditor of the Bank.


19.      Amendment and Discontinuance.

         The Board of Directors may alter, amend,  suspend or terminate the Plan
at any time,  but may not,  without the approval of a majority of the holders of
the Common Stock, make any alteration or amendment thereof which operates (a) to
materially  increase the total  number of shares which may be granted  under the
Plan,  (b) to  extend  the term of the  Plan,  (c) to  materially  increase  the
benefits  accruing to Grantees  through  awards under the Plan, or (d) to modify
the eligibility requirements for participation in the Plan.


         Adopted by the Board of  Directors  at its  meeting of January 25, 1995
subject to approval of the Bank's shareholders.


                      Attest: /s/ Jere Dorney
                              ____________________________
                              Secretary




                              Exhibit (4.3)(b)

                  AMENDMENT NO. 1 TO THE NORWALK SAVINGS SOCIETY
                          1995 EXECUTIVE INCENTIVE PLAN


         This  Amendment  No. 1 to the Norwalk  Savings  Society 1995  Executive
Incentive Plan  ("Amendment  No. 1") dated as of October 1, 1997 is entered into
by and between Norwalk Savings  Society,  a Connecticut  chartered stock savings
bank, with its main office located at 48 Wall Street, Norwalk,  Connecticut (the
"Bank") and NSS Bancorp,  Inc., a Connecticut stock  corporation,  with its main
office located at 48 Wall Street, Norwalk, Connecticut.

                                 RECITALS

         WHEREAS,  the Board of Directors  (the  "Board") of the Bank  initially
adopted the Norwalk Savings Society 1995 Executive Incentive Plan on January 25,
1995 (the "Incentive Plan");

         WHEREAS, the Bank's shareholders approved the Plan at the
1995 Annual Meeting of the Bank's Shareholders;

         WHEREAS,  the Company has acquired all of the Bank's common stock,  par
value $0.01 per share ("Bank Common Stock") in a one-for-one-share  exchange for
the common  stock of the  Company,  par value $0.01 per share  ("Company  Common
Stock")  pursuant  to that  Agreement  and Plan of  Reorganization  between  the
Company and the Bank dated May 20, 1997 (the "Plan of Reorganization");

         WHEREAS,  Section  5 of the Plan of  Reorganization  provides  that the
Company shall adopt and assume certain rights and  obligations of the Bank under
the Plan,  including the  substitution  of Company  Common Stock for Bank Common
Stock as the stock which may be awarded under the Incentive Plan; and

         WHEREAS,   the  Bank  and  the  Company  have  determined  that  it  is
appropriate to enter into an agreement amending the Incentive Plan.

         NOW,  THEREFORE,  in  consideration  of the sum of one  dollar  ($1.00)
receipt of which is hereby  acknowledged  and the mutual  promises and covenants
contained herein, the Bank and the Company agree as follows:

         1.       Definitions:

         (a)      The definition of "Board" contained in Section 2 of
the Incentive Plan shall be deleted in its entirety and the
following shall be substituted in lieu thereof:

                  "Board" or "Board of Directors" shall mean the
                  Board of Directors of Norwalk Savings Society and, if
                  the context so permits or requires, the Board of
                  Directors of NSS Bancorp, Inc.

         (b)      The  definition  of  "Common  Stock"  contained  in  
Section  2 of the Incentive  Plan shall be deleted in its entirety and the 
following shall be substituted in lieu thereof:

                  "Common Stock" means the common stock of NSS Bancorp,
                  Inc., par value $0.01 per share."

         (c)      The following definition shall be included in Section 2
of the Incentive Plan:

                  "Company" means NSS Bancorp, Inc.

         2.       Except as otherwise specifically provided for in this
Amendment No. 1, references made to the "Bank" in Sections 6 and 7(f) 
shall be deemed to be a reference to the Company.

         3.       Except as otherwise specifically referred to in
Amendment No. 1, references made to the "Bank" in Sections 1, 3, 7, 10, 15, 
and 18 shall be deemed to refer to both the Bank and the Company.

         4.       Except as expressly modified or amended by this
Amendment No. 1, all of the terms, covenants and conditions of the
Incentive Plan and all awards granted thereunder are hereby
ratified and confirmed, all to remain in full force and effect.

         IN  WITNESS  WHEREOF,   the  undersigned  parties  have  executed  this
Amendment No. 1 as of the date first written above.

                                  NORWALK SAVINGS SOCIETY


                                  By: /s/ Robert T. Judson
                                      Robert T. Judson
                                      Its President


                                   NSS BANCORP, INC.


                                   By:/s/ Robert T. Judson
                                       Robert T. Judson
                                       Its President



                              Exhibit 5

                    (Tyler Cooper & Alcorn, LLP Letterhead)

NSS Bancorp, Inc.
48 Wall Street
Norwalk, Connecticut 06483

Re:      Registration Statement on Form S-8 of NSS Bancorp, Inc.

Gentlemen:

         We have  acted as counsel  to NSS  Bancorp,  Inc.  (the  "Company")  in
connection  with the  preparation by the Company of a registration  statement on
Form S-8 (the  "Registration  Statement")  for filing  with the  Securities  and
Exchange  Commission  under the Securities Act of 1993, as amended,  relating to
the offer and sale of up to 492,674  shares of the Company's  common stock,  par
value $0.01, per share, (the "Shares") to be issued in connection with the:

          (a)      Norwalk Savings Society 1994 Employee Stock Option
                   Plan;
          (b)      Norwalk Savings Society 1994 Director Stock Option
                   Plan; and
          (c)      Norwalk Savings Society 1995 Executive Incentive
                   Plan;

         Items (a) - (c) are collectively referred to herein as the "Plans".

         We have examined the Plans,  the  Certificate of  Incorporation  of the
Company and Bylaws of the Company,  and such other corporate and other documents
and records as we have deemed appropriate for purposes of this opinion.

         We have assumed (i) the authority and  genuineness  of all  signatures,
(ii) the legal capacity of all natural  persons,  (iii) the  authenticity of all
documents  submitted to us as  originals,  and (iv) the  conformity to authentic
original documents of all documents  submitted to us as certified,  conformed or
facsimile copies.

         Based  on  the  foregoing,   and  subject  to  the  qualifications  and
limitations set forth herein, we are of the opinion that the Shares, if and when
originally issued and sold or awarded by the Company pursuant to the Plans, will
be legally issued,  fully paid, and  non-assessable  and will represent  validly
authorized and outstanding shares of common stock of the Company.

         We have assumed  that the Company and those  directors,  officers,  and
employees that receive options to purchase Shares under the Plans or purchase or
are  awarded  Shares  under  the  Plans,  as the  case may be,  will  then be in
compliance with the relevant  requirements of the Plans, and that all prescribed
filings  with  regulatory  authorities,  including  any stock  exchanges  having
jurisdiction,  will be effected in accordance with their respective requirements
and that the  approvals  of such  regulatory  authorities,  including  any stock
exchanges  having  jurisdiction  will have been granted prior to the issuance of
any Shares.

         The opinions  expressed  herein are  contingent  upon the  Registration
Statement   becoming  effective  under  the  Securities  Act  of  1933  and  the
Certificate of Incorporation  and Bylaws not being amended prior to the issuance
of the Shares.

         The  foregoing  opinions  are  limited  to  the  Connecticut   Business
Corporation  Act,  and we express no opinion  with respect to any other state or
jurisdiction.

         We hereby consent to the filing of a copy of this opinion as an exhibit
to the Registration Statement.


                                     Very truly yours,

                                     TYLER COOPER & ALCORN, LLP



                                      By  /s/ William W. Bouton III
                                          William W. Bouton III
                                          A Partner


                            Exhibit 23(a)

The Board of Directors
NSS Bancorp, Inc.
Norwalk, CT

Gentlemen:

We consent to the incorporation by reference in the Registration Statement on
Form S-8 of NSS Bancorp, Inc. of our report relating to the consolidated
statements of financial condition of Norwalk Savings Society as of December 31,
1996 and 1995, and the related consolidated statements of operations,
shareholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 1996, which report appears in the December 31, 1996
annual report on Form F-2 of Norwalk Savings Society filed with the FDIC and
included as an exhibit to the Company's registration statement filed on Form
8-A dated August 4, 1997 and effective October 1, 1997, and to the reference
to our firm under the heading "Experts" in the Prospectus.


                                    /s/ FRIEDBERG, SMITH & CO., P.C.

Hartford, Connecticut
November 28, 1997
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 275393}]
{"company-data": {"conformed-name": "NSS BANCORP INC", "cik": "0001042806", "assigned-sic": "6036", "irs-number": "061485317", "state-of-incorporation": "CT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41969", "film-number": "97736095"}, "business-address": {"street1": "48 WALL ST", "city": "NORWALK", "state": "CT", "zip": "06852", "phone": "2038384545"}, "mail-address": {"street1": "NSS BANCORP INC", "street2": "P O BOX 28", "city": "NORWALK", "state": "CT", "zip": "06852"}}
SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

                                 FORM S-8

         REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               NSS BANCORP, INC.
          (exact name of registrant, as specified in its charter)

CONNECTICUT                                            06-1485317
(State or other jurisdiction of                        (IRS Employer
incorporation or organization)                         Indemnification  No.)

48 Wall Street, Norwalk, Connecticut                   06852
(Address of principal executive office)                (Zip Code)

               Norwalk Savings Society 1994 Director Stock Option Plan
               Norwalk Savings Society 1994 Employee Stock Option Plan
               Norwalk Savings Society 1995 Executive Incentive Plan
                                 (full title of plans)

                                 Robert T. Judson
                                 NSS Bancorp, Inc.
                                  48 Wall Street
                             Norwalk, Connecticut 06852
                       (name and address of agent for service)

                                     203- 838-4545
              (Telephone number, including area code, of agent for service)

                             Calculation of Registration Fee

Title of Securities   Amount       Proposed     Proposed          Amount of
to be registered      to bed       maximum      maximum aggregate Registration
                      registered   offering     offering price*   Fee
                                   price 
                                   per unit*
Common Stock
par value, 
$0.01 per share      269,8721      $39.4375       $10,643,077.00    $3139.71

Common Stock
par value, 
$0.01 per share      122,8022      $39.4375       $ 4,843,003.80    $1428.69

Common Stock
par value, 
$0.01 per share      100,0003      $39.4375       $ 3,943,750.00    $1163.41

--------
1  Represents  the amount of Company Common Stock reserved for issuance under 
   the Norwalk Savings Society 1994 Employee Stock Option Plan. 
2  Represents the amount of Company  Common Stock  reserved for issuance 
   under the Norwalk Saving Society 1994 Director Stock Option Plan. 
3  Represents the amount of Company Common Stock reserved for issuance under 
   the Norwalk Savings Society 1995 Executive Incentive Plan.

* Estimated for purposes of calculation of the Registration Fee pursuant to Rule
457(c) and based upon an average of the high and low prices that Company  Common
Stock sold for on December 8, 1997.

This Registration  Statement shall become effective  automatically upon the date
of filing in accordance with Section 8(a) of the Securities Act of 1933 and Rule
462 promulgated thereunder.

                                    PART I

                  INFORMATION REQUIRED IN THE PROSPECTUS

         The  information  required by Items 1 and 2 is not required to be filed
as part of this Registration Statement.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         NSS Bancorp, Inc. (the "Company") hereby incorporates by
reference into this registration statement the following documents
and information filed with the Securities and Exchange Commission.

         (a)      The latest annual report of the Company's wholly owned
                  subsidiary, Norwalk Savings Society's filed pursuant to
                  Section 13(a) or 15(d) of the Securities Exchange Act of
                  1934 (the "Exchange Act"), or the latest prospectus
                  filed pursuant to Rule 424(b) under the Securities Act
                  of 1933 (the "Act") that contains audited financial
                  statements for the Company's latest fiscal year for
                  which such statements have been filed and the Company's
                  Registration Statement filed on Form 8-A dated August 4,
                  1997 and effective October 1, 1997.

         (b)      All other reports  filed  pursuant to Section 13(a) or Section
                  15(d) of the  Exchange  Act since the filing of the  documents
                  referred to in paragraph (a) above.

         (c)      The  description  of Common  Stock,  par value $0.01 per share
                  ("Common  Stock") of the Company  contained  in the  Company's
                  registration  statement on Form 8-A filed  pursuant to Section
                  12 of the Exchange Act and any report filed for the purpose of
                  updating such descriptions.

Item 4.  Description of Securities

                  Not Applicable

Item 5.  Interests of Named Experts & Counsel

                  Not Applicable

Item 6.  Indemnification of Directors and Officers

         The  Company's  Bylaws  provide for  indemnification  of the  Company's
Directors and Executive  Officers in the following  manner under the Connecticut
Business  Corporation Act (the "CBCA"). The Company must indemnify a director or
officer who was wholly successful, on the merits or otherwise, in the defense of
any  proceeding  to  which he or she was  made a party  because  he or she was a
director or officer of the Company.  Under Connecticut law, the Company may also
indemnify a director and officer who are made  parties to a  proceeding  if such
director or officer conducted  himself in good faith and he reasonably  believed
his conduct was in the best interests of the Company or, in certain  cases,  not
opposed  to its best  interests.  The CBCA and the  Company's  bylaws  allow the
Company to indemnify directors and officers against judgments, fines, penalties,
amounts paid in settlement and reasonable expenses.

         The  Company's   Certificate  of  Incorporation   limits  the  personal
liability of its Directors for monetary damages for breach of duty as a Director
to the amount of  compensation  received by such Director during the year of the
violation  unless:  (1) the breach involved a knowing and culpable  violation of
law by the Director;  (2) the breach enabled the Director or an "associate"  (as
that term is  defined in  Section  33-843 of the CBCA) to  receive  an  improper
personal economic gain; (3) the breach showed a lack of good faith and conscious
disregard  for the duty of the Director to the Company  under  circumstances  in
which the  Director  was aware that his or her  conduct or  omission  created an
unjustifiable risk of serious injury to the Company;  (4) the breach constitutes
a sustained and unexcused  pattern of inattention that amounted to an abdication
of the Director's duties to the Company; or (5) the breach created liability for
an illegal  distribution  under Section 33-757 or liability under Section 36a-58
of the Connecticut General Statutes.

Item 7.  Exemption from Registration Claimed

         Not applicable  because no restricted  securities  will be reoffered or
resold pursuant to this Registration Statement.

Item  8.  Exhibits

(4.1)(a)  Norwalk  Savings  Society 1994  Employee  Stock  Option Plan  
(4.1)(b)  Amendment to Norwalk  Savings  Society 1994 Employee  Stock 
          Option Plan 
(4.1)(c)  Amendment No. 2 to Norwalk  Savings  Society  1994  Employee  
          Stock  Option Plan
(4.2)(a)  Norwalk  Savings  Society 1994  Director  Stock  Option Plan  
(4.2)(b)  Amendment to Norwalk  Savings  Society 1994 Director  Stock 
          Option Plan 
(4.2)(c)  Amendment No. 2 to Norwalk  Savings Society 1994 Director Stock 
          Option Plan 
(4.3)(a)  Norwalk Savings Society 1995 Executive  Incentive Plan 
(4.3)(b)  Amendment No. 1 to Norwalk  Savings  Society 1995 Executive  
          Incentive Plan 
(5)       Opinion of Tyler Cooper & Alcorn, LLP (re:  legality) 
(23)(a)   Consent of Friedberg, Smith & Co.,PC 
(23)(b)   Consent of Tyler Cooper & Alcorn, LLP
          (See Exhibit 5)
(24)      Power of Attorney for any subsequent amendments is located in the 
          signature pages.

Item 9.  Undertakings

         The Company hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
         being made, a post-effective  amendment to this registration  statement
         and to include any  material  information  with  respect to the plan of
         distribution not previously disclosed in the registration  statement or
         any material change to such information in the registration statement.

                  (2) That, for the purpose of determining  any liability  under
         the Securities Act of 1993, each such post-effective amendment shall be
         deemed to be a new  registration  statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         The Company hereby  undertakes  that,  for purposes of determining  any
liability under the Securities Act of 1933, each filing of the Company's  annual
report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable,  each filing of an employee benefit plan's annual report
pursuant  to  Section  15(d) of the  Securities  Exchange  Act of 1934)  that is
incorporated by reference in the registration statement shall be deemed to be a 
new  registration  statement  relating to the securities offered  therein,  
and the  offering  of such  securities  at that time shall be deemed to be 
the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the registrant pursuant to the foregoing provisions,  or otherwise,  the Company
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
indemnification  against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by  such  director,  officer  or  controlling  person  in  connection  with  the
securities being  registered,  the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933,  certifies that it has reasonable  grounds to believe that it meets all of
the requirements  for filing on Form S- 8 and has duly caused this  Registration
Statement  to be  signed  on  its  behalf  by  the  undersigned  thereunto  duly
authorized  in the  City of  Norwalk,  State of  Connecticut  on the 24th day of
November, 1997.

                                            NSS BANCORP, INC.
                                            (Registrant)

                                            By: /s/ Robert T. Judson
                                            Robert T. Judson
                                            Its President

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

         Each person whose signature appears below hereby makes, constitutes and
appoints  Robert T. Judson his true and lawful  attorney with full power to sign
for such person and in such person's name and capacity  indicated below and with
full  power  of  substitution  any  and  all  amendments  to  this  Registration
Statement,  hereby ratifying and confirming such person's signature as it may be
signed by said attorney to any and all amendments.

/s/ Robert T. Judson                         /s/ Brian A. Fitzgerald
Robert T. Judson,                            Brian A. Fitzgerald,
President & Director                         Director
November 24, 1997                            November 24, 1997

/s/ Charles F. Howell                        /s/ John L. Segal
Charles F. Howell,                           John L. Segal,
Senior Vice President & Director             Director
November 24, 1997                            November 24, 1997

/s/ Edward J. Kelley                         /s/ Herbert L. Jay
Edward J. Kelley,                            Herbert L. Jay,
Director                                     Director
November 24, 1997                            November 24, 1997

/s/ Donald T. St. John                       /s/ Alan R. Staack
Donald T. St. John,                          Alan R. Staack,
Chairman                                     Director
November 24, 1997                            November 24, 1997

         The Stock Plans.  Pursuant to the requirements of the Securities Act of
1933, the Trustees or other persons who administer the Norwalk  Savings  Society
1994 Director Stock Option Plan and the Norwalk  Savings  Society 1995 Executive
Incentive Plan, have duly caused the Registration  Statement to be signed on its
behalf by the undersigned,  thereunto duly  authorized,  in the City of Norwalk,
State of Connecticut on November 24, 1997.

              NORWALK SAVINGS SOCIETY COMPENSATION AND BENEFITS
              COMMITTEE,

              Plan Administrators for the 1994 Director Stock Option Plan
              Plan Administrators for the 1994 Officer Stock Option Plan
              Plan Administrators for the 1995 Executive Incentive Plan

/s/ Brian A. Fitzgerald                           /s/ John L. Segall
Brian A. Fitzgerald,                              John L. Segall,
Director                                          Director
November 24, 1997                                 November 24, 1997

/s/ Edward J. Kelley                              /s/ Herbert L. Jay
Edward J. Kelley,                                 Herbert L. Jay,
Director                                          Director
November 24, 1997                                 November 24, 1997

/s/ Donald T. St. John                            /s/ Alan R. Staack
Donald T. St. John,                               Alan R. Staack,
Chairman                                          Director
November 24, 1997                                 November 24, 1997

                                 Exhibit (4.1)(a)

                              NORWALK SAVINGS SOCIETY
                         1994 EMPLOYEE STOCK OPTION PLAN

 1.      Purpose

         The 1994  Employee  Stock  Option Plan is  designed to enable  selected
employees of Norwalk Savings Society and its Subsidiaries to acquire or increase
a proprietary  interest in the Bank,  and thus to share in the future success of
the Bank's business.  Accordingly,  the Plan is intended as a further means, not
only of attracting and retaining  outstanding personnel who are in a position to
make important and direct  contributions to the success of the Bank, but also of
promoting a closer  identity of interests  between the Bank's  employees and its
shareholders.

 2.      Definitions

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

         "Bank" means Norwalk Savings Society.

         "Board" means the Board of Directors of Norwalk Savings
         Society.

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

         "Committee" means the Board's Compensation and Benefits
         Committee or any successor thereto.

         "Common Stock" means the Bank's Common Stock, par value
         $.01 per share.

         "Conversion  Offering"  means the  offering for sale of up to 2,645,000
         shares  of  the  Bank's  Common  Stock  upon  its  conversion   from  a
         Connecticut-chartered  mutual to a Connecticut-chartered  capital stock
         savings bank.

         "Disability," as applied to a Grantee, shall have the
         meaning set forth in Section 22(e)(3) of the Code.
         "ERISA" means the Employee Retirement Income Security Act of
         1974, as amended.

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

         "Fair Market Value" on any  particular  date means the last sales price
         of a share  of  Common  Stock on the  NASDAQ  National  Market  (or any
         exchange on which the Common Stock is then traded) as reported for that
         date by NASDAQ or, if no sales price is reported on that date, the mean
         between the bid and asked  quotations for the Common Stock on that date
         as reported by NASDAQ; provided that (i) if no such sales or quotations
         are reported by NASDAQ for such date,  or (ii) if in the opinion of the
         Committee  sales of  Common  Stock on such date  were  insufficient  to
         constitute a representative market, the Fair Market Value of a share of
         Common  Stock on such  date  shall be the last  sales  price or, if not
         available, the mean between the bid and asked quotations as reported by
         NASDAQ  for the  first  preceding  date to which  clause  (ii) does not
         apply. In the case of Initial Officer Options,  "Fair Market Value" for
         purposes of determining the Option Price shall be the Fair Market Value
         (as  first  defined  herein)  on the date the Plan is  approved  by the
         Bank's Shareholders,  which shall be the Grant Date for Initial Officer
         Options. The newness of the market for the Bank's common stock, and the
         uncertainty  over whether there will be an  established  market at that
         time for such stock,  makes this a reasonable  and good faith method to
         determine Fair Market Value on the grant date for these Initial Officer
         Options.  "Grantee"  means  an  employee  of  the  Bank  or  one of its
         Subsidiaries 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), except as specifically  provided for
         Initial Officer Options.

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

         "Initial  Officer  Options" means  Incentive  Stock Options  granted to
         officers of the Bank in connection with the Conversion Offering.

         "NASDAQ" means National Association of Securities Dealers
         Automated Quotation.

         "Nonstatutory Stock Option" means an Option that is not an
         Incentive Stock Option.

         "Option" means the right to purchase, at a price and for the Term fixed
         by the Committee in accordance  with the Plan and subject to such other
         limitations and restrictions as this Plan and the Committee impose, the
         number of shares of Common Stock specified by the Committee and 
         shall include Incentive Stock Options, Nonstatutory Stock Options and
         Initial Officer Options.

         "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 9 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 10
         hereof.

         "Plan" means the Bank's 1994  Employee  Stock  Option Plan,  as amended
         from time to time.

         "Retirement," as applied to an employee, shall mean when the employee'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.

         "Stock  Appreciation  Right" means a right to surrender to the Bank all
         or a  portion  of an  Option  and to be  paid  therefor  an  amount  as
         determined by the Committee, no greater than the excess of (i) the Fair
         Market Value, as of the date such right is exercised,  of the shares of
         Common Stock associated with the Option,  or portion thereof,  which is
         surrendered, over (ii) the aggregate Option Price of such shares.

         "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).

         "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  or a  Stock  Appreciation  Right  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 on the day of the  consummation of the
conversion  of the  Bank  from a mutual  to a stock  form of  organization  (the
"Conversion 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 as set
forth above,  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 such 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 its
adoption by the Board of Directors.

 4.      Administration of the Plan

         (a)      The Plan shall be administered by the Committee.   No
                  member of the Committee shall be employed by the Bank
                  or any of its Subsidiaries and each shall qualify in
                  all respects as a "disinterested person" as defined in
                  Rule 16b-3 under the Exchange Act.  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 Incentive Stock
                  Options, Nonstatutory Stock Options and Stock
                  Appreciation Rights and to determine to whom Options
                  and Stock Appreciation Rights shall be granted and the
                  number of shares subject thereto, the Term of each
                  Option, and the terms of such awards, and the waiver or
                  acceleration thereof, 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 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 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)      The Committee may from time to time grant Options under
                  the Plan for not more 169,872 shares of Common Stock
                  subject to adjustment in accordance with Section 16.
                  Any shares of Common Stock to be delivered by the Bank
                  upon the exercise of Options shall, at the discretion
                  of the Board of Directors, be provided from Common
                  Stock held in the Bank's treasury which is not reserved
                  for some other purpose or from authorized and unissued
                  Common Stock which is not reserved for some other
                  purpose.

         (b)      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.

         (c)      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.

         (d)      Shares as to which there is a surrender in whole or in part of
                  an Option  upon the  exercise  of a Stock  Appreciation  Right
                  shall not again be available for grant of Options.

         (e)      Shares of Common Stock delivered upon the exercise of a
                  Stock Appreciation Right shall be provided from Common
                  Stock held in the Bank's treasury which is not reserved
                  for some other purpose or from authorized and unissued
                  Common Stock which is not reserved for some other
                  purpose.

         (f)      Shares subject to Initial Officer Options granted
                  under the Plan shall be considered as shares  purchased in the
                  Conversion  Offering for the purpose of the insider limitation
                  on   conversion   share   purchases    provided   in   Section
                  36-142m-12(g)  of the  Code of  Connecticut  Regulations  (the
                  "Limitation"). The Limitation limits Conversion Offering stock
                  purchases by officers,  directors and their  associates in the
                  Conversion  to not more than 30% of the total number of shares
                  offered  in the  Conversion  Offering.  Any  and  all  Initial
                  Officer Options which may be granted to persons,  purposefully
                  or   inadvertently,   in  excess  of  the   limitation   shall
                  automatically  be null and void,  and not  exercisable  at any
                  time.

 6.      Stock Appreciation Rights

         (a)      The Committee may grant a Stock Appreciation Right to
                  the Grantee of an Option, either at the time the Option
                  is granted or by amending the Option Agreement at any
                  time thereafter prior to the end of the Term of the
                  associated Option.  A Stock Appreciation Right shall be
                  exercisable only during the Term of the associated
                  Option, and only when the Fair Market Value of the
                  shares of Common Stock subject to the Option exceeds
                  the Option Price of such shares.

         (b)      The   Committee   may,   at  the  time  of  granting  a  Stock
                  Appreciation Right, add such conditions and limitations to the
                  Stock Appreciation Right as it shall deem advisable.

         (c)      A Stock  Appreciation  Right may be  exercised  in whole or in
                  part in  accordance  with the terms set forth in the Grantee's
                  Option Agreement.  The date of exercise shall be the date upon
                  which  notice  thereof is received in the office of the Bank's
                  Director of Human Resources.

         (d)      Upon the exercise of a Stock  Appreciation  Right, the payment
                  to be made to the  Grantee  may be in cash,  or in  shares  of
                  Common  Stock valued at their Fair Market Value on the date of
                  exercise,  or  partly  in cash and  partly in shares of Common
                  Stock, as determined by the Committee.

         (e)      If the Committee, in its discretion, decides to permit
                  a Grantee who is an officer or director of the Bank to
                  elect to receive cash in full or partial settlement of
                  the exercise of a Stock Appreciation Right, then the
                  following conditions must be met:  (i) such election
                  shall  be  made  during  the  period  beginning  on the  third
                  business day following the date of release for  publication of
                  quarterly and annual summary  statements of sales and earnings
                  of the Bank and ending on the twelfth  business day  following
                  such date,  unless a  different  period is  specified  in Rule
                  16b-3 under the Exchange Act, as in effect at the time of such
                  exercise, or any law, rule, regulation or other provision that
                  may  hereafter  replace such rule,  and (ii) the Bank has been
                  subject  to the  reporting  requirements  of Section 13 of the
                  Exchange  Act for at least one year  prior to the date of said
                  exercise and has filed all reports and statements  required to
                  be filed pursuant to that section during that period.

 7.      Employees Eligible to Receive Options and Stock Appreciation Rights

         (a)      Options may be granted under the Plan to employees of the Bank
                  or its  Subsidiaries  as  designated  from time to time by the
                  Committee.  Stock  Appreciation  Rights may be granted only to
                  Grantees of Options.

         (b)      Directors who are not salaried employees of the Bank or
                  its Subsidiaries shall not be eligible to receive
                  Options and Stock Appreciation Rights.

 8.      Limitation on Annual Awards

         No Grantee may receive,  under the Plan in any Calendar  Year,  Options
and Stock Appreciation Rights the aggregate of which shall exceed 25,000 shares;
provided,  however, that 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.

 9.      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.

10.      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).  The Option Price for Initial Officer Options shall be not less than
the greater of par value,  $10 or 100% of the Fair Market  Value (as defined for
this  purpose)  of a share of  Common  Stock on the date  such  Initial  Officer
Options are granted.  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, if authorized by the
Committee's regulations and accomplished in accordance therewith, 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.

11.      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 date of the grant,
                  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)      Options shall be exercised in whole or in part in
                  accordance with the terms set forth in the Grantee's
                  Option Agreement.

         (d)      Subject to the  provisions  of  subsection  (e)  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.

         (e)      The Committee may postpone any exercise of an Option or
                  a Stock Appreciation Right 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 or the exercise of a Stock
                  Appreciation Right 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 Stock
                  Appreciation Right, or to the Grantee's Successor, with
                  respect  to  any  shares  as to  which  the  Option  or  Stock
                  Appreciation Right shall lapse because of such postponement.

         (f)      All Options and Stock Appreciation Rights 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 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; and

                           (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.

         (g)      Upon the  exercise  of a  Nonstatutory  Stock  Option or Stock
                  Appreciation  Right 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.

         (h)      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.

         (i)      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.

12.      Sequential Exercise of Incentive Stock Options

         With the exception of an Option that is, by its terms,  exercisable  in
installments,  an Incentive  Stock Option shall be  exercisable  in any order or
sequence, irrespective of whether there is outstanding any other Incentive 
Stock Option previously granted to the Grantee.

13.      Exercise of Options or Stock Appreciation Rights 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 and Stock  Appreciation  Rights following  cessation of
employment.

         (a)      Except as provided in Section 13(b), (c) and (e) below,
                  in the event Grantee ceases to be an employee of the
                  Bank through involuntary termination with or without
                  cause by the Bank or any voluntary termination, all
                  Options and associated Stock Appreciation Rights held
                  by such Grantee shall lapse on the date that is the
                  earlier of (i) three months following such
                  termination, or (ii) the expiration date set forth in
                  such Option.

         (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, 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 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
                  months (twelve months in the case of Disability or
                  death) after the date of termination due to Disability,
                  Retirement or death may be exercised within such period
                  of time as determined by the Committee and set forth in
                  the Agreement evidencing such Option (as the permitted
                  period of exercise in such circumstances of a
                  Nonstatutory Stock Option)  after the date of such
                  termination but no longer will 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.

14.      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,  recapitalization,  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.

15.      No Right to Employment

         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.

16.      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 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
                  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 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
                  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 have the right (subject to the general
                  limitations on exercise set forth in Section 11 above
                  and except 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 11 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  16 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 units
                  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)      Except as  provided in this  Section  16, 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.

17.      Change in Control

         (a)      Upon the occurrence of a Change in Control (as
                  hereinafter defined):

                  (1)      All Options shall become immediately exercisable
                           in full for the remainder of their terms.
                           Grantees, other than Grantees who are subject to
                           Section 16 of the Exchange Act, shall have the
                           right to have the Bank purchase the Options as to
                           which no stock appreciation rights have been
                           granted for cash for a period of thirty days
                           following a Change in Control at the Acceleration
                           Price (as hereinafter defined).  Such Options held
                           by Grantees who are subject to Section 16 of the
                           Exchange Act for which at least six months has
                           elapsed from the Grant Date of such Options at the
                           date of the Change in Control shall be
                           automatically purchased by the Bank at the
                           Acceleration Price upon a Change in Control, with
                           payment to be made within thirty days of such
                           Change in Control.

                  (2)      All Stock Appreciation Rights shall become
                           immediately exercisable in full for cash at the
                           Acceleration Price, which shall be paid by the
                           Bank within a period of thirty days following a
                           Change in Control, provided that such Stock
                           Appreciation Rights held by Grantees who are
                           subject to Section 16 of the Exchange Act for
                           which at least six months has elapsed from the
                           Grant Date of such rights at the date of the
                           Change in Control shall be automatically purchased
                           by the Bank at the Acceleration Price upon a
                           Change in Control, with payment to be made within
                           thirty days of such Change in Control.

         (b)      (1)      The "Acceleration Price" is the excess over the
                           Option Price of the highest of the following on
                           the date of a Change in Control:

                             (i)    the  highest  reported  sales  price  of the
                                    Common Stock within the sixty days preceding
                                    the  date  of  the  Change  in  Control,  as
                                    reported  on  any  securities   exchange  or
                                    quotation system upon which the Common Stock
                                    is traded,

                            (ii)    the  highest   price  of  the  Common  Stock
                                    reported  in a  Form  F-11  or an  amendment
                                    thereto  as  paid   within  the  sixty  days
                                    preceding the date of the Change in Control,

                            (iii)   the highest tender offer price paid for
                                    the Common Stock, and

                            (iv)    any cash merger or similar price.

                  (2)      For Incentive  Stock  Options and Stock  Appreciation
                           Rights  granted  with  respect  to  Incentive   Stock
                           Options,  the  Acceleration  Price is  limited to the
                           spread  between the Fair Market  Value on the date of
                           the  purchase  of such  awards  by the  Bank  and the
                           Option Price.

         (c)      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 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.

         (d) 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.

         (e)      For purposes of this Section  17:

                  (1)      "Acquiring Person" shall mean any Person who is or
                           becomes 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.

18.      Termination, Suspension or Modification of Plan

         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 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 increases the benefits accruing
to Grantees through awards under the Plan; (d) lengthens the period during which
a Stock Appreciation Right may be exercised;  (e) increases the maximum amount a
Grantee may be paid upon the exercise of a Stock Appreciation Right; (f) renders
any member of the Committee  eligible to receive an Option or Stock Appreciation
Right while serving  thereon;  (g) extends the effective  period of the Plan; or
(h)  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  or  Stock
Appreciation  Right 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.

19.      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.

20.      Legal Restrictions

         The Bank will not be  obligated to issue 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.

21.      Withholding Taxes

           Each Grantee  exercising an Option or Stock  Appreciation  Right 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.

22.      Governing Laws

         This Plan and all rights  thereunder  shall be construed in  accordance
with and  governed by the laws of the State of  Connecticut.  The intent of this
Plan is to qualify for the  exemption  provided by Rule 16b-3 under the Exchange
Act.  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.

23.      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 otherwise than under the Plan.

                                    * * *

         This Plan was duly  adopted and  approved by the Board of  Directors of
the Bank by resolution  at a meeting held on the 23rd day of February,  1994 and
amended by the Board of Directors of the Bank by resolution at a meeting held on
the 25th day of January, 1995.

                           /s/ Jeremiah T. Dorney
                           -------------------------------
                           Corporate Secretary of the Bank

         This Plan,  as amended,  was duly approved by the  shareholders  of the
Bank  at  a  meeting   of  the   shareholders   held  on  the   26th day  of
April, 1995.

                           /s/ Jeremiah T. Dorney
                           -------------------------------
                           Corporate Secretary of the Bank

                                   Exhibit (4.1)(b)

                                NORWALK SAVINGS SOCIETY
                           1994 EMPLOYEE STOCK OPTION PLAN

                           AMENDED EFFECTIVE APRIL 24, 1996

 1.      Purpose

         The 1994  Employee  Stock  Option Plan is  designed to enable  selected
employees of Norwalk Savings Society and its Subsidiaries to acquire or increase
a proprietary  interest in the Bank,  and thus to share in the future success of
the Bank's business.  Accordingly,  the Plan is intended as a further means, not
only of attracting and retaining  outstanding personnel who are in a position to
make important and direct  contributions to the success of the Bank, but also of
promoting a closer  identity of interests  between the Bank's  employees and its
shareholders.

 2.      Definitions

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

         "Bank" means Norwalk Savings Society.

         "Board" means the Board of Directors of Norwalk Savings
         Society.

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

         "Committee" means the Board's Compensation and Benefits
         Committee or any successor thereto.

         "Common Stock" means the Bank's Common Stock, par value
         $.01 per share.

         "Conversion  Offering"  means the  offering for sale of up to 2,645,000
         shares  of  the  Bank's  Common  Stock  upon  its  conversion   from  a
         Connecticut-chartered  mutual to a Connecticut-chartered  capital stock
         savings bank.

         "Disability," as applied to a Grantee, shall have the
         meaning set forth in Section 22(e)(3) of the Code.
         "ERISA" means the Employee Retirement Income Security Act of
         1974, as amended.

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

         "Fair Market Value" on any  particular  date means the last sales price
         of a share  of  Common  Stock on the  NASDAQ  National  Market  (or any
         exchange on which the Common Stock is then traded) as reported for that
         date by NASDAQ or, if no sales price is reported on that date, the mean
         between the bid and asked  quotations for the Common Stock on that date
         as reported by NASDAQ; provided that (i) if no such sales or quotations
         are reported by NASDAQ for such date,  or (ii) if in the opinion of the
         Committee  sales of  Common  Stock on such date  were  insufficient  to
         constitute a representative market, the Fair Market Value of a share of
         Common  Stock on such  date  shall be the last  sales  price or, if not
         available, the mean between the bid and asked quotations as reported by
         NASDAQ  for the  first  preceding  date to which  clause  (ii) does not
         apply. In the case of Initial Officer Options,  "Fair Market Value" for
         purposes of determining the Option Price shall be the Fair Market Value
         (as  first  defined  herein)  on the date the Plan is  approved  by the
         Bank's Shareholders,  which shall be the Grant Date for Initial Officer
         Options. The newness of the market for the Bank's common stock, and the
         uncertainty  over whether there will be an  established  market at that
         time for such stock,  makes this a reasonable  and good faith method to
         determine Fair Market Value on the grant date for these Initial Officer
         Options.

         "Grantee" means an employee of the Bank or one of its
         Subsidiaries 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), except as specifically  provided for
         Initial Officer Options.

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

         "Initial  Officer  Options" means  Incentive  Stock Options  granted to
         officers of the Bank in connection with the Conversion Offering.

         "NASDAQ" means National Association of Securities Dealers
         Automated Quotation.

         "Nonstatutory Stock Option" means an Option that is not an
         Incentive Stock Option.

         "Option" means the right to purchase, at a price and for the Term fixed
         by the Committee in accordance  with the Plan and subject to such other
         limitations and restrictions as this Plan and the Committee impose, the
         number of shares of Common Stock  specified by the  Committee and shall
         include Incentive Stock Options, Nonstatutory Stock Options and Initial
         Officer Options.

         "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 9 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 10
         hereof.

         "Plan" means the Bank's 1994  Employee  Stock  Option Plan,  as amended
         from time to time.

         "Retirement," as applied to an employee, shall mean when the employee'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.

         "Stock  Appreciation  Right" means a right to surrender to the Bank all
         or a  portion  of an  Option  and to be  paid  therefor  an  amount  as
         determined by the Committee, no greater than the excess of (i) the Fair
         Market Value, as of the date such right is exercised,  of the shares of
         Common Stock associated with the Option,  or portion thereof,  which is
         surrendered, over (ii) the aggregate Option Price of such shares.

         "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).

         "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  or a  Stock  Appreciation  Right  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 on the day of the  consummation of the
conversion  of the  Bank  from a mutual  to a stock  form of  organization  (the
"Conversion  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 as set forth above,  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 such  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 its
adoption by the Board of Directors.

 4.      Administration of the Plan

         (a)      The Plan shall be administered by the Committee.   No
                  member of the Committee shall be employed by the Bank
                  or any of its Subsidiaries and each shall qualify in
                  all respects as a "disinterested person" as defined in
                  Rule 16b-3 under the Exchange Act.  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 Incentive Stock
                  Options, Nonstatutory Stock Options and Stock
                  Appreciation Rights and to determine to whom Options
                  and Stock Appreciation Rights shall be granted and the
                  number of shares subject thereto, the Term of each
                  Option, and the terms of such awards, and the waiver or
                  acceleration thereof, 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 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 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)      The Committee may from time to time grant Options under
                  the Plan for not more 269,872 shares of Common Stock
                  subject to adjustment in accordance with Section 16.
                  Any shares of Common Stock to be delivered by the Bank
                  upon the exercise of Options shall, at the discretion
                  of the Board of Directors, be provided from Common
                  Stock held in the Bank's treasury which is not reserved
                  for some other purpose or from authorized and unissued
                  Common Stock which is not reserved for some other
                  purpose.

         (b)      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.

         (c)      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.

         (d)      Shares as to which there is a surrender in whole or in part of
                  an Option  upon the  exercise  of a Stock  Appreciation  Right
                  shall not again be available for grant of Options.

         (e)      Shares of Common Stock  delivered upon the exercise of a Stock
                  Appreciation Right shall be provided from Common Stock held in
                  the  Bank's  treasury  which is not  reserved  for some  other
                  purpose or from  authorized and unissued Common Stock which is
                  not reserved for some other purpose.

         (f)      Shares subject to Initial Officer Options granted under
                  the Plan shall be considered as shares purchased in the
                  Conversion Offering for the purpose of the insider
                  limitation on conversion share purchases provided in
                  Section 36-142m-12(g) of the Code of Connecticut
                  Regulations (the "Limitation").  The Limitation limits
                  Conversion Offering stock purchases by officers,
                  directors and their associates in the Conversion to not
                  more than 30% of the total number of shares offered in
                  the Conversion Offering.  Any and all Initial Officer
                  Options which may be granted to persons, purposefully
                  or inadvertently, in excess of the limitation shall
                  automatically be null and void, and not exercisable at
                  any time.

 6.      Stock Appreciation Rights

         (a)      The Committee may grant a Stock Appreciation Right to
                  the Grantee of an Option, either at the time the Option
                  is granted or by amending the Option Agreement at any
                  time thereafter prior to the end of the Term of the
                  associated Option.  A Stock Appreciation Right shall be
                  exercisable only during the Term of the associated
                  Option, and only when the Fair Market Value of the
                  shares of Common Stock subject to the Option exceeds
                  the Option Price of such shares.

         (b)      The   Committee   may,   at  the  time  of  granting  a  Stock
                  Appreciation Right, add such conditions and limitations to the
                  Stock Appreciation Right as it shall deem advisable.

         (c)      A Stock  Appreciation  Right may be  exercised  in whole or in
                  part in  accordance  with the terms set forth in the Grantee's
                  Option Agreement.  The date of exercise shall be the date upon
                  which  notice  thereof is received in the office of the Bank's
                  Director of Human Resources.

         (d)      Upon the exercise of a Stock  Appreciation  Right, the payment
                  to be made to the  Grantee  may be in cash,  or in  shares  of
                  Common  Stock valued at their Fair Market Value on the date of
                  exercise,  or  partly  in cash and  partly in shares of Common
                  Stock, as determined by the Committee.

         (e)      If the  Committee,  in its  discretion,  decides  to  permit a
                  Grantee  who is an officer or director of the Bank to elect to
                  receive cash in full or partial  settlement of the exercise of
                  a Stock Appreciation Right, then the
                  following  conditions  must be met: (i) such election shall be
                  made during the period  beginning  on the third  business  day
                  following the date of release for publication of quarterly and
                  annual  summary  statements  of sales and earnings of the Bank
                  and ending on the twelfth  business day  following  such date,
                  unless a different period is specified in Rule 16b-3 under the
                  Exchange  Act, as in effect at the time of such  exercise,  or
                  any  law,  rule,   regulation  or  other  provision  that  may
                  hereafter  replace  such  rule,  and  (ii)  the  Bank has been
                  subject  to the  reporting  requirements  of Section 13 of the
                  Exchange  Act for at least one year  prior to the date of said
                  exercise and has filed all reports and statements  required to
                  be filed pursuant to that section during that period.

 7.      Employees Eligible to Receive Options and Stock Appreciation Rights

         (a)      Options may be granted under the Plan to employees of the Bank
                  or its  Subsidiaries  as  designated  from time to time by the
                  Committee.  Stock  Appreciation  Rights may be granted only to
                  Grantees of Options.

         (b)      Directors who are not salaried employees of the Bank or
                  its Subsidiaries shall not be eligible to receive
                  Options and Stock Appreciation Rights.

 8.      Limitation on Annual Awards

         No Grantee may receive,  under the Plan in any Calendar  Year,  Options
and Stock Appreciation Rights the aggregate of which shall exceed 25,000 shares;
provided,  however, that 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.

 9.      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.

10.      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).  The Option Price for Initial Officer Options shall be not less than
the greater of par value,  $10 or 100% of the Fair Market  Value (as defined for
this  purpose)  of a share of  Common  Stock on the date  such  Initial  Officer
Options are granted.  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, if authorized by the
Committee's regulations and accomplished in accordance therewith, 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.

11.      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 date of the grant,
                  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)      Options shall be exercised in whole or in part in
                  accordance with the terms set forth in the Grantee's
                  Option Agreement.

         (d)      Subject to the  provisions  of  subsection  (e)  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.

         (e)      The Committee may postpone any exercise of an Option or
                  a Stock Appreciation Right 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 or the exercise of a Stock
                  Appreciation Right 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 Stock
                  Appreciation Right, or to the Grantee's Successor, with
                  respect  to  any  shares  as to  which  the  Option  or  Stock
                  Appreciation Right shall lapse because of such postponement.

         (f)      All Options and Stock Appreciation Rights 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 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; and

                           (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.

         (g)      Upon the  exercise  of a  Nonstatutory  Stock  Option or Stock
                  Appreciation  Right 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.

         (h)      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.

         (i)      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.

12.      Sequential Exercise of Incentive Stock Options

         With the exception of an Option that is, by its terms,  exercisable  in
installments,  an Incentive  Stock Option shall be  exercisable  in any order or
sequence, irrespective of whether there is outstanding any other Incentive 
Stock Option previously granted to the Grantee.

13.      Exercise of Options or Stock Appreciation Rights 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 and Stock  Appreciation  Rights following  cessation of
employment.

         (a)      Except as provided in Section 13(b), (c) and (e) below,
                  in the event Grantee ceases to be an employee of the
                  Bank through involuntary termination with or without
                  cause by the Bank or any voluntary termination, all
                  Options and associated Stock Appreciation Rights held
                  by such Grantee shall lapse on the date that is the
                  earlier of (i) three months following such
                  termination, or (ii) the expiration date set forth in
                  such Option.

         (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, 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 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
                  months (twelve months in the case of Disability or
                  death) after the date of termination due to Disability,
                  Retirement or death may be exercised within such period
                  of time as determined by the Committee and set forth in
                  the Agreement evidencing such Option (as the permitted
                  period of exercise in such circumstances of a
                  Nonstatutory Stock Option)  after the date of such
                  termination but no longer will 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.

14.      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,  recapitalization,  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.

15.      No Right to Employment

         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.

16.      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 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
                  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 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 have the right (subject to the general
                  limitations on exercise set forth in Section 11 above
                  and except 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 11 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  16 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 units
                  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)      Except as  provided in this  Section  16, 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.

17.      Change in Control

         (a)      Upon the occurrence of a Change in Control (as
                  hereinafter defined):

                  (1)      All Options shall become immediately exercisable
                           in full for the remainder of their terms.
                           Grantees, other than Grantees who are subject to
                           Section 16 of the Exchange Act, shall have the
                           right to have the Bank purchase the Options as to
                           which no stock appreciation rights have been
                           granted for cash for a period of thirty days
                           following a Change in Control at the Acceleration
                           Price (as hereinafter defined).  Such Options held
                           by Grantees who are subject to Section 16 of the
                           Exchange Act for which at least six months has
                           elapsed from the Grant Date of such Options at the
                           date of the Change in Control shall be
                           automatically purchased by the Bank at the
                           Acceleration Price upon a Change in Control, with
                           payment to be made within thirty days of such
                           Change in Control.

                  (2)      All Stock Appreciation Rights shall become
                           immediately exercisable in full for cash at the
                           Acceleration Price, which shall be paid by the
                           Bank within a period of thirty days following a
                           Change in Control, provided that such Stock
                           Appreciation Rights held by Grantees who are
                           subject to Section 16 of the Exchange Act for
                           which at least six months has elapsed from the
                           Grant Date of such rights at the date of the
                           Change in Control shall be automatically purchased
                           by the Bank at the Acceleration Price upon a
                           thirty days of such Change in Control.

         (b)      (1)      The "Acceleration Price" is the excess over the
                           Option Price of the highest of the following on
                           the date of a Change in Control:

                             (i)    the  highest  reported  sales  price  of the
                                    Common Stock within the sixty days preceding
                                    the  date  of  the  Change  in  Control,  as
                                    reported  on  any  securities   exchange  or
                                    quotation system upon which the Common Stock
                                    is traded,

                            (ii)    the  highest   price  of  the  Common  Stock
                                    reported  in a  Form  F-11  or an  amendment
                                    thereto  as  paid   within  the  sixty  days
                                    preceding the date of the Change in Control,

                            (iii)   the highest tender offer price paid for
                                    the Common Stock, and

                            (iv)     any cash merger or similar price.

                  (2)      For Incentive  Stock  Options and Stock  Appreciation
                           Rights  granted  with  respect  to  Incentive   Stock
                           Options,  the  Acceleration  Price is  limited to the
                           spread  between the Fair Market  Value on the date of
                           the  purchase  of such  awards  by the  Bank  and the
                           Option Price.

         (c)      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 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.

         (d) 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.

         (e)      For purposes of this Section  17:

                  (1)      "Acquiring Person" shall mean any Person who is or
                           becomes 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.

18.      Termination, Suspension or Modification of Plan

         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 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 increases the benefits accruing
to Grantees through awards under the Plan; (d) lengthens the period during which
a Stock Appreciation Right may be exercised;  (e) increases the maximum amount a
Grantee may be paid upon the exercise of a Stock Appreciation Right; (f) renders
any member of the Committee  eligible to receive an Option or Stock Appreciation
Right while serving  thereon;  (g) extends the effective  period of the Plan; or
(h)  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  or  Stock
Appreciation  Right 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.

19.      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.

20.      Legal Restrictions

         The Bank will not be  obligated to issue 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.

21.      Withholding Taxes

         Each Grantee  exercising an Option or Stock  Appreciation  Right 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.

22.      Governing Laws

         This Plan and all rights  thereunder  shall be construed in  accordance
with and  governed by the laws of the State of  Connecticut.  The intent of this
Plan is to qualify for the  exemption  provided by Rule 16b-3 under the Exchange
Act.  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.

23.      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 otherwise than under the Plan.

                                      * * *

         This Plan was duly  adopted and  approved by the Board of  Directors of
the Bank by resolution  at a meeting held on the 23rd day of February,  1994 and
amended by the Board of Directors of the Bank by resolution at a meeting held on
the 25th day of January,  1995, and further amended by the Board of Directors of
the Bank by resolution at a meeting held on the 10th day of January, 1996.

                          /s/ Jere Dorney
                          -------------------------------
                          Corporate Secretary of the Bank

         This Plan,  as amended,  was duly approved by the  shareholders  of the
Bank at a meeting of the shareholders held on the 24th day of April, 1996.

                           /s/ Jere Dorney
                           -------------------------------
                           Corporate Secretary of the Bank

                                Exhibit (4.1)(c)

                   AMENDMENT NO. 2 TO THE NORWALK SAVINGS SOCIETY
                          1994 EMPLOYEE STOCK OPTION PLAN

         This Amendment No. 2 to the Norwalk Savings Society 1994 Employee Stock
Option Plan  ("Amendment  No. 2") dated as of October 1, 1997 is entered into by
and between Norwalk Savings Society, a Connecticut chartered stock savings bank,
with its main  office  located  at 48 Wall  Street,  Norwalk,  Connecticut  (the
"Bank") and NSS Bancorp,  Inc., a Connecticut stock  corporation,  with its main
office located at 48 Wall Street, Norwalk, Connecticut.

                                      RECITALS

         WHEREAS,  the Board of Directors  (the  "Board") of the Bank  initially
adopted the 1994 Director  Stock Option Plan on February 23, 1994, as amended by
the Board on January 25, 1995, and on January 10, 1996 (collectively, the "Stock
Option Plan");

         WHEREAS,  the  shareholders of the Bank initially  approved the Plan at
the 1995 Annual Meeting of the Bank's  Shareholders and approved an amendment to
the Stock Option Plan  increasing  the number of shares for which options may be
granted  under the Stock  Option Plan at the 1996  Annual  Meeting of the Bank's
Shareholders;

         WHEREAS,  the Company has acquired all of the outstanding shares of the
Bank's  common  stock,  par value  $0.01 per share  ("Bank  Common  Stock") in a
one-for-one-share  exchange for the common stock of the Company, par value $0.01
per share ("Company Common Stock")  pursuant to that certain  Agreement and Plan
of Reorganization between the Company and the Bank dated May 20, 1997 (the "Plan
of Reorganization");

         WHEREAS,  Section  5 of the Plan of  Reorganization  provides  that the
Company shall adopt and assume certain rights and  obligations of the Bank under
the Stock Option Plan,  including the  substitution  of Company Common Stock for
Bank Common Stock as the stock for which  options may be granted under the Stock
Option Plan;

         WHEREAS,  the  Plan of  Reorganization  provides  that the  holders  of
options under the Stock Option Plan prior to the  effective  time of the Plan of
Reorganization  will  receive an option to purchase the same number of shares of
Company  Common Stock at the same  exercise  price and in  accordance  with such
other terms and conditions as pertained to the options
outstanding under the Stock Option Plan  prior to the Effective
Time; and

         WHEREAS,   the  Company  and  the  Bank  have  determined  that  it  is
appropriate to enter into an agreement amending the Stock Option Plan.

         NOW,  THEREFORE,  in  consideration  of the sum of one  dollar  ($1.00)
receipt of which is hereby  acknowledged  and the mutual  promises and covenants
contained herein, the Bank and the Company agree as follows:

         1.       Definitions:

         (a) The  definition  of  "Board"  contained  in  Section 2 of the Stock
Option  Plan  shall  be  deleted  in its  entirety  and the  following  shall be
substituted in lieu thereof:

          "Board"  means  the  Board of  Directors  of  Norwalk  Savings
                  Society and, if the context  permits or  requires,  also means
                  the Board of Directors of NSS Bancorp, Inc.

         (b) The  definition  of "Common  Stock"  contained  in Section 2 of the
Stock Option Plan shall be deleted in its entirety  and the  following  shall be
substituted in lieu thereof:

         "Common Stock" means the Company's Common Stock par
                  value $0.01 per share.

         (c) The  definition  of  Committee  contained in Section 2 of the Stock
Option  Plan  shall  be  deleted  in its  entirety  and the  following  shall be
substituted in lieu thereof:

         "Committee" means the Compensation and Benefits Committee of the Bank's
                  Board of Directors or any successor thereto.

         (d)      The following definition shall be included in Section 2
of the Stock Option Plan:

                  "Company" means NSS Bancorp, Inc.

         (e) The definition of "Option Agreement"  contained in Section 2 of the
Stock Option Plan shall be deleted in its entirety  and the  following  shall be
substituted in lieu thereof:

         "Option  Agreement" means a written agreement in form to be approved by
                  the  Committee  to be  entered  into  between  and  among  the
                  Company,  the Bank, and the Grantee of an Option,  as provided
                  in Section 9 of the Stock Option Plan.

         (f) The definition of "Subsidiary"  contained in Section 2 of the Stock
Option  Plan  shall  be  deleted  in its  entirety  and the  following  shall be
substituted in lieu thereof:

                  "Subsidiary"  means an  entity  of  which,  at the  time  such
                  subsidiary  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  Company,  the  Bank,  and  its  subsidiaries
                  (exclusive of the ownership by the entity whose  subsidiary is
                  being determined).

         2.       Except as otherwise specifically provided in this
Amendment No. 2,  references made to the "Bank" in Sections
5(a), 5(e), 11(d), 11(e), 11(i), 19, 20, 21 and 23 shall be
deemed to refer to the Company.

         3.       Except as otherwise specifically provided in Amendment
No. 2 all references made to the "Bank" in Sections 1, 4, 7, 9,
13, 14, 15, and 18 shall be deemed to refer both to the Bank and
to the Company.

         4.       Section 6(e) of the Stock Option Plan shall be deleted
in its entirety and the following shall be substituted in lieu
thereof:

                  (e)      If the Committee, in its discretion, decides
                           to permit a Grantee who is an officer of the
                           Bank or the Company to elect to receive cash
                           in full or partial settlement of the exercise
                           of a Stock Appreciation Right, then the
                           following conditions must be met:  (i) such
                           election shall be made during the period
                           beginning on the third business day following
                           the date of release for publication of
                           quarterly and annual summary statements of
                           sales and earnings of the Bank and ending on
                           the twelfth business day following such date,
                           unless a different period is specified in the
                           Exchange Act, or any rule promulgated
                           thereunder as in effect at the time of such
                           exercise, or any law, rule, regulation or
                           other provision that may hereafter replace
                           such law or rule, and (ii) the Bank and the
                           Company have collectively been subject to the
                           reporting requirements of Section 13 of the
                           Exchange Act for at least one year prior to
                           the date of said exercise and has filed all
                           reports and statements required to be filed
                           pursuant to that section during that period.

         5.       Section 10 of the Stock Option Plan shall be deleted in
its entirety and the following shall be substituted in lieu
thereof:

                  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 of 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). The Option Price for Initial Officer Options shall
                  be not less than the greater of par value,  $10 or 100% of the
                  Fair Market Value (as defined for this  purpose) of a share of
                  Common  Stock on the date such  Initial  Officer  Options  are
                  granted.  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 the 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  valued  at Fair  Market  Value  on the  date of
                  exercise of the Option,  or a combination  of cash and/or such
                  other form of property,  or, if authorized by the  Committee's
                  regulations  and  accomplished  in  accordance  therewith,  by
                  delivery of a properly  executed exercise notice together with
                  irrevocable  instructions  to a broker to deliver  promptly to
                  the Company and Bank sale or loan  proceeds  sufficient to pay
                  the Option Price.

         6.       Section 16 of the Stock Option Plan shall be deleted in
its entirety and the following shall be substituted in lieu
thereof:

         16.      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
                  Company by reason of any recapitalization,
                  reclassification, stock split-up, combination of
                  distribution  payable in capital  stock,  or other increase or
                  decrease  in  such   shares   effected   without   receipt  of
                  consideration  by the Company,  occurring  after the effective
                  date of the  Plan,  the  number  and  kind of  shares  for the
                  purchase of which Options may be granted under Section 5(d) of
                  the Plan shall be adjusted  proportionately and accordingly by
                  the Committee.  In addition, the number and kind of 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   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  Company  is the  Surviving
                  Entity. Subject to Subsection (c) hereof, if the Company shall
                  be the surviving  Company in any  reorganization,  merger,  or
                  consolidation  of the Company with one or more other entities,
                  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 Company is Not the Surviving
                  Company or Sale of Assets or Stock.  Upon the  dissolution  or
                  liquidation  of the  Company  or the  Bank,  or upon a merger,
                  consolidation  or  reorganization  of the Company  with one or
                  more other  entities in which the Company is not the surviving
                  entity,  or  upon a sale  of all or  substantially  all of the
                  assets  of  the  Company  to  another  entity,   or  upon  any
                  transaction  approved by the Board of Directors of the Company
                  which results in any person or entity owning 80% or more
                  of the  combined  voting  power of all classes of stock of the
                  Company, 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  entity,  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 have the right
                  (subject to the general  limitations  on exercise set forth in
                  Section 10 above and except as otherwise specifically provided
                  in the Option Agreement relating to such Option),  immediately
                  prior to the  occurrence  of such  termination  and during the
                  period following the notice of termination  described below to
                  exercise such Option in whole or in part,  whether or not such
                  Option was otherwise  vested and  exercisable at the time such
                  notice  of  termination  is given  and  without  regard to any
                  installment limitation on exercise imposed pursuant to Section
                  10 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  Company
                  gives notice thereof to its shareholders.

                  (d) Adjustments.  Adjustments under this Section 14 related to
                  stock  or  securities  of the  Company  shall  be  made by the
                  Committee whose  determination in that respect shall be final,
                  binding, and conclusive.  No fractional shares of Common Stock
                  or units 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 Company.  The grant of an
                  Option pursuant to the Plan shall not affect or
                  limit in any way the right or power of the Company
                  or 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.

                  Except as  provided in this  Section  16, the  issuance by the
                  Company  of  shares  of  stock  of  any  class  or  securities
                  convertible  into  shares  of stock of any  class,  shall  not
                  affect the outstanding Options.

         7.       Section 17 of the Stock Option Plan shall be deleted in
its entirety and the following shall be substituted:

         17.      Change in Control.

         (a)      Upon the occurrence of a Change in Control (as
                  hereinafter defined):

                  (1)      All Options shall become immediately
                           exercisable in full for the remainder of
                           their terms.  Grantees, other than Grantees
                           who are subject to Section 16 of the Exchange
                           Act, shall have the right to have the Bank or
                           the Company purchase the Options as to which
                           no stock appreciation rights have been
                           granted for cash for a period of thirty days
                           following a Change in Control at the
                           Acceleration Price (as hereinafter defined).
                           Such  Options  held by  Grantees  who are subject to
                           Section 16 of the Exchange Act for which at least six
                           months  has  elapsed  from  the  Grant  Date  of such
                           Options at the date of the Change in Control shall be
                           automatically   purchased   by   the   Bank   at  the
                           Acceleration  Price  upon a Change in  Control,  with
                           payment to be made within  thirty days of such Change
                           in Control.

                  (2)      All Stock Appreciation Rights shall become
                           immediately exercisable in full for cash at
                           the Acceleration Price, which shall be paid
                           by the Bank or the Company within a period of
                           thirty days following a Change in Control,
                           provided that such Stock Appreciation Rights
                           held by Grantees who are subject to Section
                           16 of the Exchange Act for which at least six
                           months has elapsed from the Grant Date of
                           such rights at the date of the Change in
                           Control shall be automatically purchased by
                           the Bank and if the Bank is unable to do so,
                           by the Company, at the Acceleration Price
                           upon a Change in Control, with payment to be
                           made within thirty days of such Change of Control.

         (b)      (1)      The "Acceleration Price" is the excess over the
                           Option Price of the highest of the following on
                           the date of a Change in Control:

                             (i)    the  highest  reported  sales  price  of the
                                    Common Stock within the sixty days preceding
                                    the  date  of  the  Change  in  Control,  as
                                    reported  on  any  securities   exchange  or
                                    quotation system upon which the Common Stock
                                    is traded,

                            (ii)    the  highest   price  of  the  Common  Stock
                                    reported  in a  Form  13D  or  an  amendment
                                    thereto  as paid  within the sixty (60) days
                                    preceding the date of the Change in Control,

                            (iii)   the highest tender offer price paid
                                    for the Common Stock, and

                            (iv)    any cash merger or similar price.

                  (2)      For Incentive  Stock  Options and Stock  Appreciation
                           Rights  granted  with  respect  to  Incentive   Stock
                           Options,  the  Acceleration  Price is  limited to the
                           spread  between the Fair Market  Value on the date of
                           the purchase of such awards and the Option Price.

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

                             (i)    any  Person  (other  than  a  Grantee,   the
                                    Company,  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 Bank's or
                                    the Company's Board shall be Continuing
                                    Directors; or

                            (iii)   the shareholders of the Company
                                    shall approve a merger or consolidation
                                    of the Company or a plan of complete
                                    liquidation of the Company or an
                                    agreement for the sale or disposition by the
                                    Company of all or  substantially  all of the
                                    Company'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  Company,   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  Company  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.

         (d) A "Change in Control"  shall be deemed not to have occurred if such
event is mandated or directed by a regulatory body having  jurisdiction over the
Bank's or the Company's operations.

         (e) For purposes of this Section  17:

                  (1)      "Acquiring Person" shall mean any Person who
                           is or becomes a "beneficial owner" (as
                           defined in Rule 13d-3 of the Exchange Act) of
                           securities of the Company 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 13G 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 13G
                           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
                           Company's  or  Bank's  Board of  Directors  who was a
                           member of either Board prior to the date hereof,  and
                           any  successor  of a Continuing  Director  while such
                           successor is a
                           member of the  Company's or Bank's Board of Directors
                           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.

         8.       Other Provisions to remain in Effect.

         Except as expressly modified or amended by this Amendment No. 2, all of
the terms,  covenants  and  conditions  of the Stock Option Plan and all Options
previously granted  thereunder are hereby ratified and confirmed,  all to remain
in full force and effect.

         IN  WITNESS  WHEREOF,   the  undersigned  parties  have  executed  this
Amendment as of the date first written above.

                                                NORWALK SAVINGS SOCIETY

                                                By: /s/ Robert T. Judson
                                                   Robert T. Judson
                                                   Its President

                                                NSS BANCORP, INC.

                                                By: /s/ Rorbert T. Judson
                                                   Robert T. Judson
                                                   Its President

                               Exhibit (4.2)(a)

                            NORWALK SAVINGS SOCIETY
                        1994 DIRECTOR STOCK OPTION PLAN

 1.      Purpose

         The 1994 Director Stock Option Plan is designed to enable Non- Employee
Directors  of Norwalk  Savings  Society to  acquire  or  increase a  proprietary
interest  in the Bank,  and thus to share in the  future  success  of the Bank's
business.  Accordingly,  the Plan is  intended as a further  means,  not only of
attracting  and  retaining  outstanding  Non-Employee  Directors  who  are  in a
position to make important and direct contributions to the success of the
Bank,  but also of promoting a closer  identity of interests  between the Bank's
Non-Employee Directors and its shareholders.

 2.      Definitions

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

         "Annual Options" shall have the meaning set forth in
         Section 5(a)(iii) hereof.

         "Bank" means Norwalk Savings Society.

         "Board" means the Board of Directors of Norwalk Savings
         Society.

         "Chairman Options" shall have the meaning set forth in
         Section 5(a)(ii) hereof.

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

         "Committee"  means  the  entire  Board  with  the  exception  of  those
         directors who are also officers and employees of the Bank.

         "Common Stock" means the Bank's Common Stock, par value  $.01
         per share.

         "Conversion  Offering"  means the  offering for sale of up to 2,645,000
         shares  of  the  Bank's  Common  Stock  upon  its  conversion   from  a
         Connecticut-chartered  mutual to a Connecticut-chartered  capital stock
         savings bank.

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

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

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

         "Fair Market Value" on any  particular  date means the last sales price
         of a share  of  Common  Stock on the  NASDAQ  National  Market  (or any
         exchange on which the Common Stock is then traded) as reported for that
         date by NASDAQ or, if no sales price is reported on that date, the mean
         between the bid and asked  quotations for the Common Stock on that date
         as reported by NASDAQ; provided that if no such sales or quotations are
         reported by NASDAQ for such date,  the Fair Market  Value of a share of
         Common  Stock on such  date  shall be the last  sales  price or, if not
         available, the mean between the bid and asked quotations as reported by
         NASDAQ for the first preceding date.
         In the case of  Initial  Options  (as  defined  below)  granted on the
         effective  date of the  Plan,  "Fair  Market  Value"  for  purposes  of
         determining  the Option  Price  shall be the Fair  Market  Value of the
         Common   Stock  on  the  date  the  Plan  is  approved  by  the  Bank's
         Shareholders.

         "Future Non-Employee  Directors" means a Non-Employee  Director who was
         not a member  of the Board at the time of  adoption  of the Plan by the
         Board,  as shown by his or her absence from Schedule A attached  hereto
         and made a part hereof.

         "Future Options" shall have the meaning set forth in Section
         5(a)(ii) hereof.

         "Future  Second  Options"  shall have the  meaning set forth in Section
         5(a)(ii) hereof.

         "Grantee" means a Non-Employee Director of the Bank 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 pursuant to Section 5 of the Plan.

         "Initial Options" shall have the meaning set forth in Section
         5(a)(i) hereof.

         "NASDAQ" means National Association of Securities Dealers
         Automated Quotation System.

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

         "Option"  means an  option  granted  pursuant  to the  Plan,  including
         Initial  Options,  Future  Options,  Future  Second  Options,  Chairman
         Options and Annual Options to purchase,  the number of shares of Common
         Stock  specified  by this Plan  which  shall be a  non-qualified  stock
         option not intended to qualify as incentive stock options under Section
         422 of the Code.

         "Option  Agreement" means a written agreement in a form attached hereto
         as  Appendix  A 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 as set forth in Section 9.

         "Plan" means the Bank's 1994  Director  Stock  Option Plan,  as amended
         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 upon reaching
         the  first  day of the  first  month  following  the month in which the
         Non-Employee Director attains the age of seventy-five years.

         "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).

         "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 an Option may be exercised as set
         forth in the Option Agreement.

 3.      Effective Date and Duration of Plan

         The Plan shall become  effective on the day of the  consummation of the
conversion  of the  Bank  from a mutual  to a stock  form of  organization  (the
"Conversion  Date")  subject  to  approval  of the Plan  within  one year of the
Conversion 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 as set forth above,  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 such  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 its
adoption by the Board of Directors.

 4.      Administration of the Plan

         (a)      General.  The Plan shall be administered by the
                  Committee, which shall have full power and authority,
                  subject to the provisions of the Plan, to supervise
                  administration of the Plan and interpret the provisions
                  of the Plan and any Options granted hereunder.  Any
                  decision by the Committee shall be final and binding on
                  all parties.  No member of the Committee shall be liable
                  for any determination, decision or action made in good
                  faith with respect to the Plan or any Options under the
                  Plan.  The Committee may delegate any of such
                  responsibilities to one or more agents and may retain
                  advisors to advise it.  No Grantee shall participate in
                  the decision of any question relating exclusively to an
                  Option granted to that Grantee.

         (b)      Rules and Interpretation.  The Committee shall be vested
                  with full authority to make such rules and regulations
                  as it deems necessary to administer the Plan and to
                  interpret and administer the provisions of the Plan in a
                  uniform manner.  Any determination, decision or action
                  of the Committee in connection with the construction,
                  interpretation, administration or application of the
                  Plan shall be final, conclusive and binding on all
                  parties.  The Committee's administrative functions shall
                  be ministerial in nature in view of the Plan's explicit
                  provisions, including those related to eligibility for,
                  timing, price and amount of Option grants.

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

         (a)      (i)      The initial grant of Options ("Initial Options")
                           under the Plan shall be made to Non-Employee
                           Directors who were serving on the Board on the date
                           of the adoption of the Plan by the Board on the
                           condition the Plan is approved by the Bank's
                           Shareholders in accordance with the following
                           formula:  The number of shares subject to an
                           Initial Option shall equal 4,853 shares of Common
                           Stock plus an additional 3,640 shares of Common
                           Stock if such Non-Employee Director has served as a
                           member of the Board for a period of at least five
                           (5) years as of the date of the adoption of the
                           Plan by the Board, plus an additional 2,427 shares
                           of Common Stock shall be award to a Non-Employee
                           Director who has served for a period of three years
                           as Chairman of the Board as of the date of the
                           adoption of the Plan by the Board.  Accordingly,
                           the number of shares of Common Stock granted under
                           the Initial Options in accordance with the
                           foregoing formula is set forth in Schedule A
                           attached hereto, subject to approval of the Plan by
                           the Bank's stockholders.  The Initial Grants shall
                           become fully vested     ratably over three years
                           beginning with the first anniversary of the
                           Conversion Date.

                  (ii)     Subsequent grants of Options will be made to Future
                           Non-Employee Directors upon their appointment or
                           election as Non-Employee Directors and to any Non-
                           Employee Directors upon their fifth anniversary of
                           service as a member of the Board and/or their third
                           anniversary of service as Chairman of the Board.
                           The number of shares subject to such Options shall
                           be determined in accordance with the following
                           formula:  Upon election or appointment to the
                           Board, each Future Director shall receive an Option
                           to purchase 4,853 shares of Common Stock ("Future
                           Options") and each Non-Employee Director shall
                           receive an Option to purchase 3,640 shares of
                           Common Stock upon the fifth anniversary of such
                           Non-Employee Director's service on the Board
                           ("Future Second Options") and further shall receive
                           an Option to purchase 2,427 shares of Common Stock
                           upon the third anniversary of such Non-Employee
                           Director's service as Chairman of the Board
                           ("Chairman Options").  Future Options,  Future Second
                           Options and Chairman  Options shall be awarded at the
                           Option  Price  on the  Grant  Date.  Future  Options,
                           Future Second Options and Chairman Options shall vest
                           ratably  over three  years  beginning  with the first
                           anniversary  of their  Grant  Date.  If, on any Grant
                           Date, the aggregate  number of shares of Common Stock
                           subject  to Option  grants on that date  exceeds  the
                           remaining  number of  shares  reserved  for  issuance
                           under the Plan,  the number of Option shares  awarded
                           to each  Non-Employee  Director to whom Options shall
                           be granted on such date shall be reduced  pro rata so
                           that the aggregate number of Option shares awarded to
                           such  Non-Employee  Directors  equals  the  number of
                           reserved  shares of Common Stock  remaining under the
                           Plan.  All  Options   awarded  shall  be  subject  to
                           adjustment in accordance  with Section 14. Any shares
                           of Common  Stock to be delivered by the Bank upon the
                           exercise of Options shall, as determined by the Board
                           of  Directors,  be provided from Common Stock held in
                           the Bank's  treasury  which is not  reserved for some
                           other purpose or from  authorized and unissued Common
                           Stock which is not reserved for some other purpose.

                  (iii)    Each Non-Employee Director  shall receive
                           on the day following the first Annual
                           Meeting of Shareholders of the Bank in
                           1996  and on the day following each
                           Annual Meeting of Shareholders thereafter
                           an Option to purchase 1,000 shares of
                           Common Stock ("Annual Options").  Such
                           Annual Options shall be awarded at the
                           Option Price on the Grant Date and shall
                           be fully vested on the Grant Date and
                           exercisable in full at the expiration of
                           six months following the Grant Date.

         (b)      The Grant Date of an Option shall be, with respect to
                  the Initial Options, on the date hereof and with respect
                  to Future Options, Future Second Options and Chairman
                  Options shall be the date of the appointment or election
                  of Future Directors or such anniversary of service on
                  the Board or as Chairman of the Board as specified in
                  subparagraph (a)(ii) hereto, and with respect to Annual
                  Options shall be the day following the Annual Meeting of
                  Shareholders in the year at issue, without further
                  action by the Committee.

         (c)      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.

         (d)      Subject to adjustment as provided in Section 14 hereof,
                  the aggregate number of shares to be delivered under the
                  Plan shall not exceed 72,802 shares of Common Stock.
                  Shares subject to Initial Options granted under the Plan
                  shall be considered as shares purchased in the
                  Conversion Offering for the purpose of the insider
                  limitation on conversion share purchases provided in
                  Section 36-142m-12(g) of the Code of Connecticut
                  Regulations (the "Limitation").  The Limitation limits
                  Conversion Offering stock purchases by officers,
                  directors and their associates in the Conversion to not
                  more than 30% of the total number of shares offered in
                  the Conversion Offering.  Any and all Initial Options
                  which may be granted to persons, purposefully or
                  inadvertently, in excess of the limitation shall
                  automatically be null and void, and not exercisable at
                  any time.

 6.      Persons Eligible to Receive Options

         Options may be granted under the Plan to Non-Employee Directors.

 7.      Limitation on Annual Awards

         The  amount of  Options  which may be  granted  to any  Grantee  in any
calendar year is established pursuant to Section 5 above.

 8.      Option Agreement

         (a)      The  Grantee of an Option  shall  execute an Option  Agreement
                  with the Bank in the form attached hereto as Appendix A.

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

 9.      Option Price

         For the Initial  Options,  the Option Price shall be the greater of par
value,  $10 or 100% of the Fair Market  Value of a share of Common  Stock on the
date the Plan is approved by the Bank's Shareholders. Subsequent grants shall be
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.  Payment of the Option Price shall
be made in cash or in  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.

10.      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 its Grant Date and ending (unless
                  the  Option  shall  have   terminated   earlier   under  other
                  provisions of the Plan) on the tenth  anniversary of its Grant
                  Date.

         (b)      With the exception of Initial Options and Annual
                  Options, Options shall vest and become nonforfeitable
                  and shall become exercisable ratably on the first,
                  second and third anniversaries of the Grant Date.
                  Initial Options shall become fully vested on the
                  Conversion Date and shall become exercisable ratably on
                  the first, second and third anniversaries of the
                  Conversion Date.  Annual Options shall become fully
                  vested on the Grant Date and shall be exercisable in
                  full at the expiration of six months following the Grant
                  Date. 

         (c)      Notwithstanding  the provisions of subparagraph (b) hereof, an
                  Option that has vested shall become fully exercisable upon the
                  occurrence of the Grantee's death or withdrawal from the Board
                  by reason  of such  Non-  Employee  Director's  Retirement  or
                  Disability.

         (d)      Subject to  subparagraph  (e) 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.

         (e)      The  Committee may postpone any exercise of an Option for such
                  time as the Committee 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.

         (f)      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 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 or by the Grantee's guardian or legal
                  representative.

         (g)      Upon the  exercise  of an  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.

         (h)      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.

11.      Exercise of Options by Grantee on Cessation of Serving as a Director

         (a)      Except as provided in Section 11(b) below, in the event
                  Grantee ceases to be a Non-Employee Director of the Bank
                  through voluntary resignation by the Grantee, or
                  involuntary removal with or without cause by the Bank,
                  all Options held by such Grantee shall lapse on the date
                  that is the earlier of (i) three months following such
                  resignation or removal, or (ii) the expiration date set
                  forth in such Option.

         (b)      In the event Grantee ceases to be a  Non-Employee  Director of
                  the Bank due to Retirement,  death or Disability,  all Options
                  held by such  Grantee  shall  lapse  on the  date  that is the
                  earlier of (i) one year after  termination  due to such causes
                  or (ii) on the expiration date set forth in such Option.

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

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,  recapitalization,  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 Serve as a Director

         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 Amended and Restated  Articles of
Incorporation and Bylaws.

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 for the purchase of which Options may be
                  granted under Section 5(d) of the Plan shall be adjusted
                  proportionately and accordingly by the Committee.  In
                  addition, the number and kind of 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  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 have the
                  right (subject to the general limitations on exercise
                  set forth in Section 10 above and except as otherwise
                  specifically provided in the Option Agreement relating
                  to such Option), immediately prior to the occurrence of
                  such termination and during the period following the
                  notice of termination described below to exercise such
                  Option in whole or in part, whether or not such Option
                  was otherwise vested and exercisable at the time such
                  notice  of  termination  is given  and  without  regard to any
                  installment limitation on exercise imposed pursuant to Section
                  10 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 units 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)      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.      Termination, Suspension or Modification of Plan

         Subject to the limitation  that the provisions of the Plan shall not be
amended  more than once every six months  other than to comport  with changes in
the Code or regulations thereunder, 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 for
which Options may be granted; (b) changes the criteria for determining directors
eligible to  participate  in the Plan;  (c) lowers the minimum  Option  Price or
otherwise  materially increases the benefits accruing to Grantees through awards
under the Plan; or (d) extends the term of the Plan.
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 14 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.

16.      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.

17.      Legal Restrictions

         The Bank will not be  obligated to issue 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.

18.      Withholding Taxes

         The Bank may require  any  Grantee,  as a  condition  of exercise of an
Option,  to pay or reimburse any taxes which the Bank  determines it is required
to withhold in connection with the grant or exercise of the Option.

19.      Governing Laws

         This Plan and all rights  thereunder  shall be construed in  accordance
with and governed by the laws of the State of Connecticut.

20.      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 otherwise than under the Plan.

                                     * * *

         This Plan was duly  adopted and  approved by the Board of  Directors of
the Bank by resolution at a meeting held on the 23rd day of February,  1994, and
amended by the Board of  Directors by  resolution  at a meeting held on the 25th
day of January, 1995.

                                         /s/ Jeremiah T. Dorney
                                         -------------------------------
                                         Corporate Secretary of the Bank

         This Plan,  as amended,  was duly approved by the  shareholders  of the
Bank  at  a  meeting   of  the  shareholders  held  on  the  26th day  of 
April, 1995.

                                          /s/ Jeremiah T. Dorney
                                          -------------------------------
                                          Corporate Secretary of the Bank

                                 Exhibit (4.2)(b)

                              NORWALK SAVINGS SOCIETY
                         1994 DIRECTOR STOCK OPTION PLAN
                         AMENDED EFFECTIVE APRIL 24, 1996

 1.      Purpose

         The 1994 Director Stock Option Plan is designed to enable Non- Employee
Directors  of Norwalk  Savings  Society to  acquire  or  increase a  proprietary
interest  in the Bank,  and thus to share in the  future  success  of the Bank's
business.  Accordingly,  the Plan is  intended as a further  means,  not only of
attracting  and  retaining  outstanding  Non-Employee  Directors  who  are  in a
position to make important and direct contributions to the success of the
Bank,  but also of promoting a closer  identity of interests  between the Bank's
Non-Employee Directors and its shareholders.

 2.      Definitions

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

         "Annual Options" shall have the meaning set forth in
         Section 5(a)(iii) hereof.

         "Bank" means Norwalk Savings Society.

         "Board" means the Board of Directors of Norwalk Savings
         Society.

         "Chairman Options" shall have the meaning set forth in
         Section 5(a)(ii) hereof.

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

         "Committee"  means  the  entire  Board  with  the  exception  of  those
         directors who are also officers and employees of the Bank.

         "Common Stock" means the Bank's Common Stock, par value  $.01
         per share.

         "Conversion  Offering"  means the  offering for sale of up to 2,645,000
         shares  of  the  Bank's  Common  Stock  upon  its  conversion   from  a
         Connecticut-chartered  mutual to a Connecticut-chartered  capital stock
         savings bank.

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

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

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

         "Fair Market Value" on any  particular  date means the last sales price
         of a share  of  Common  Stock on the  NASDAQ  National  Market  (or any
         exchange on which the Common Stock is then traded) as reported for that
         date by NASDAQ or, if no sales price is reported on that date, the mean
         between the bid and asked  quotations for the Common Stock on that date
         as reported by NASDAQ; provided that if no such sales or quotations are
         reported by NASDAQ for such date,  the Fair Market  Value of a share of
         Common  Stock on such  date  shall be the last  sales  price or, if not
         available, the mean between the bid and asked quotations as reported by
         NASDAQ for the first preceding date.
         In the case of  Initial  Options  (as  defined  below)  granted on the
         effective  date of the  Plan,  "Fair  Market  Value"  for  purposes  of
         determining  the Option  Price  shall be the Fair  Market  Value of the
         Common   Stock  on  the  date  the  Plan  is  approved  by  the  Bank's
         Shareholders.

         "Future Non-Employee  Directors" means a Non-Employee  Director who was
         not a member  of the Board at the time of  adoption  of the Plan by the
         Board,  as shown by his or her absence from Schedule A attached  hereto
         and made a part hereof.

         "Future Options" shall have the meaning set forth in Section
         5(a)(ii) hereof.

         "Future  Second  Options"  shall have the  meaning set forth in Section
         5(a)(ii) hereof.

         "Grantee" means a Non-Employee Director of the Bank 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 pursuant to Section 5 of the Plan.

         "Initial Options" shall have the meaning set forth in Section
         5(a)(i) hereof.

         "NASDAQ" means National Association of Securities Dealers
         Automated Quotation System.

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

         "Option"  means an  option  granted  pursuant  to the  Plan,  including
         Initial  Options,  Future  Options,  Future  Second  Options,  Chairman
         Options and Annual Options to purchase,  the number of shares of Common
         Stock  specified  by this Plan  which  shall be a  non-qualified  stock
         option not intended to qualify as incentive stock options under Section
         422 of the Code.

         "Option  Agreement" means a written agreement in a form attached hereto
         as  Appendix  A 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 as set forth in Section 9.

         "Plan" means the Bank's 1994  Director  Stock  Option Plan,  as amended
         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 upon reaching
         the  first  day of the  first  month  following  the month in which the
         Non-Employee Director attains the age of seventy-five years.

         "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).

         "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 an Option may be exercised as set
         forth in the Option Agreement.

 3.      Effective Date and Duration of Plan

         The Plan shall become  effective on the day of the  consummation of the
conversion  of the  Bank  from a mutual  to a stock  form of  organization  (the
"Conversion  Date")  subject  to  approval  of the Plan  within  one year of the
Conversion 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 as set forth above,  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 such  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 its
adoption by the Board of Directors.

 4.      Administration of the Plan

         (a)      General.  The Plan shall be administered by the
                  Committee, which shall have full power and authority,
                  subject to the provisions of the Plan, to supervise
                  administration of the Plan and interpret the provisions
                  of the Plan and any Options granted hereunder.  Any
                  decision by the Committee shall be final and binding on
                  all parties.  No member of the Committee shall be liable
                  for any determination, decision or action made in good
                  faith with respect to the Plan or any Options under the
                  Plan.  The Committee may delegate any of such
                  responsibilities to one or more agents and may retain
                  advisors to advise it.  No Grantee shall participate in
                  the decision of any question relating exclusively to an
                  Option granted to that Grantee.

         (b)      Rules and Interpretation.  The Committee shall be vested
                  with full authority to make such rules and regulations
                  as it deems necessary to administer the Plan and to
                  interpret and administer the provisions of the Plan in a
                  uniform manner.  Any determination, decision or action
                  of the Committee in connection with the construction,
                  interpretation, administration or application of the
                  Plan shall be final, conclusive and binding on all
                  parties.  The Committee's administrative functions shall
                  be ministerial in nature in view of the Plan's explicit
                  provisions, including those related to eligibility for,
                  timing, price and amount of Option grants.

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

         (a)      (i)      The initial grant of Options ("Initial Options")
                           under the Plan shall be made to Non-Employee
                           Directors who were serving on the Board on the date
                           of the adoption of the Plan by the Board on the
                           condition the Plan is approved by the Bank's
                           Shareholders in accordance with the following
                           formula:  The number of shares subject to an
                           Initial Option shall equal 4,853 shares of Common
                           Stock plus an additional 3,640 shares of Common
                           Stock if such Non-Employee Director has served as a
                           member of the Board for a period of at least five
                           (5) years as of the date of the adoption of the
                           Plan by the Board, plus an additional 2,427 shares
                           of Common Stock shall be award to a Non-Employee
                           Director who has served for a period of three years
                           as Chairman of the Board as of the date of the
                           adoption of the Plan by the Board.  Accordingly,
                           the number of shares of Common Stock granted under
                           the Initial Options in accordance with the
                           foregoing formula is set forth in Schedule A
                           attached hereto, subject to approval of the Plan by
                           the Bank's stockholders.  The Initial Grants shall
                           become fully vested ratably over three years
                           beginning with the first anniversary of the
                           Conversion Date.

                  (ii)     Subsequent grants of Options will be made to Future
                           Non-Employee Directors upon their appointment or
                           election as Non-Employee Directors and to any Non-
                           Employee Directors upon their fifth anniversary of
                           service as a member of the Board and/or their third
                           anniversary of service as Chairman of the Board.
                           The number of shares subject to such Options shall
                           be determined in accordance with the following
                           formula:  Upon election or appointment to the
                           Board, each Future Director shall receive an Option
                           to purchase 4,853 shares of Common Stock ("Future
                           Options") and each Non-Employee Director shall
                           receive an Option to purchase 3,640 shares of
                           Common Stock upon the fifth anniversary of such
                           Non-Employee Director's service on the Board
                           ("Future Second Options") and further shall receive
                           an Option to purchase 2,427 shares of Common Stock
                           upon the third anniversary of such Non-Employee
                           Director's service as Chairman of the Board
                           ("Chairman Options").  Future Options, Future
                           Second Options and Chairman  Options shall be awarded
                           at  the  Option  Price  on  the  Grant  Date.  Future
                           Options,  Future Second Options and Chairman  Options
                           shall vest  ratably over three years  beginning  with
                           the first anniversary of their Grant Date. If, on any
                           Grant Date, the aggregate  number of shares of Common
                           Stock  subject to Option  grants on that date exceeds
                           the remaining  number of shares reserved for issuance
                           under the Plan,  the number of Option shares  awarded
                           to each  Non-Employee  Director to whom Options shall
                           be granted on such date shall be reduced  pro rata so
                           that the aggregate number of Option shares awarded to
                           such  Non-Employee  Directors  equals  the  number of
                           reserved  shares of Common Stock  remaining under the
                           Plan.  All  Options   awarded  shall  be  subject  to
                           adjustment in accordance  with Section 14. Any shares
                           of Common  Stock to be delivered by the Bank upon the
                           exercise of Options shall, as determined by the Board
                           of  Directors,  be provided from Common Stock held in
                           the Bank's  treasury  which is not  reserved for some
                           other purpose or from  authorized and unissued Common
                           Stock which is not reserved for some other purpose.

                  (iii)    Each Non-Employee Director  shall receive
                           on the day following the Annual
                           Meeting of Shareholders of the Bank in
                           1996  and on the day following each
                           Annual Meeting of Shareholders thereafter
                           an Option to purchase 2,000 shares of
                           Common Stock ("Annual Options").  Such
                           Annual Options shall be awarded at the
                           Option Price on the Grant Date and shall
                           be fully vested on the Grant Date and
                           exercisable in full at the expiration of
                           six months following the Grant Date.

         (b)      The Grant Date of an Option shall be, with respect to
                  the Initial Options, on the date hereof and with respect
                  to Future Options, Future Second Options and Chairman
                  Options shall be the date of the appointment or election
                  of Future Directors or such anniversary of service on
                  the Board or as Chairman of the Board as specified in
                  subparagraph (a)(ii) hereto, and with respect to Annual
                  Options shall be the day following the Annual Meeting of
                  Shareholders in the year at issue, without further
                  action by the Committee.

          (c)     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.

         (d)      Subject to adjustment as provided in Section 14 hereof,
                  the aggregate number of shares to be delivered under the
                  Plan shall not exceed 122,802 shares of Common Stock.
                  Shares subject to Initial Options granted under the Plan
                  shall be considered as shares purchased in the
                  Conversion Offering for the purpose of the insider
                  limitation on conversion share purchases provided in
                  Section 36-142m-12(g) of the Code of Connecticut
                  Regulations (the "Limitation").  The Limitation limits
                  Conversion Offering stock purchases by officers,
                  directors and their associates in the Conversion to not
                  more than 30% of the total number of shares offered in
                  the Conversion Offering.  Any and all Initial Options
                  which may be granted to persons, purposefully or
                  inadvertently, in excess of the limitation shall
                  automatically be null and void, and not exercisable at
                  any time.

 6.      Persons Eligible to Receive Options

         Options may be granted under the Plan to Non-Employee Directors.

 7.      Limitation on Annual Awards

         The  amount of  Options  which may be  granted  to any  Grantee  in any
calendar year is established pursuant to Section 5 above.

 8.      Option Agreement

         (a)      The  Grantee of an Option  shall  execute an Option  Agreement
                  with the Bank in the form attached hereto as Appendix A.

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

 9.      Option Price

         For the Initial  Options,  the Option Price shall be the greater of par
value,  $10 or 100% of the Fair Market  Value of a share of Common  Stock on the
date the Plan is approved by the Bank's Shareholders. Subsequent grants shall be
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.  Payment of the Option Price shall
be made in cash or in  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.

10.      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 its Grant Date and ending (unless
                  the  Option  shall  have   terminated   earlier   under  other
                  provisions of the Plan) on the tenth  anniversary of its Grant
                  Date.

         (b)      With the exception of Initial Options and Annual
                  Options, Options shall vest and become nonforfeitable
                  and shall become exercisable ratably on the first,
                  second and third anniversaries of the Grant Date.
                  Initial Options shall become fully vested on the
                  Conversion Date and shall become exercisable ratably on
                  the first, second and third anniversaries of the
                  Conversion Date.  Annual Options shall become fully
                  vested on the Grant Date and shall be exercisable in
                  full at the expiration of six months following the Grant
                  Date.

         (c)      Notwithstanding  the provisions of subparagraph (b) hereof, an
                  Option that has vested shall become fully exercisable upon the
                  occurrence of the Grantee's death or withdrawal from the Board
                  by reason  of such  Non-  Employee  Director's  Retirement  or
                  Disability.

         (d)      Subject to  subparagraph  (e) 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.

         (e)      The  Committee may postpone any exercise of an Option for such
                  time as the Committee 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.

         (f)      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 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 or by the Grantee's guardian or legal
                  representative.

         (g)      Upon the  exercise  of an  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.

         (h)      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.

11.      Exercise of Options by
         Grantee on Cessation of Serving as a Director

         (a)      Except as provided in Section 11(b) below, in the event
                  Grantee ceases to be a Non-Employee Director of the Bank
                  through voluntary resignation by the Grantee, or
                  involuntary removal with or without cause by the Bank,
                  all Options held by such Grantee shall lapse on the date
                  that is the earlier of (i) three months following such
                  resignation or removal, or (ii) the expiration date set
                  forth in such Option.

         (b)      In the event Grantee ceases to be a  Non-Employee  Director of
                  the Bank due to Retirement,  death or Disability,  all Options
                  held by such  Grantee  shall  lapse  on the  date  that is the
                  earlier of (i) one year after  termination  due to such causes
                  or (ii) on the expiration date set forth in such Option.

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

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,  recapitalization,  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 Serve as a Director

         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 Amended and Restated  Articles of
Incorporation and Bylaws.

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 for the purchase of which Options may be
                  granted under Section 5(d) of the Plan shall be adjusted
                  proportionately and accordingly by the Committee.  In
                  addition, the number and kind of 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  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 have the
                  right (subject to the general limitations on exercise
                  set forth in Section 10 above and except as otherwise
                  specifically provided in the Option Agreement relating
                  to such Option), immediately prior to the occurrence of
                  such termination and during the period following the
                  notice of termination described below to exercise such
                  Option in whole or in part, whether or not such Option
                  was otherwise vested and exercisable at the time such
                  notice  of  termination  is given  and  without  regard to any
                  installment limitation on exercise imposed pursuant to Section
                  10 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 units 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)      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.      Termination, Suspension or Modification of Plan

         Subject to the limitation  that the provisions of the Plan shall not be
amended  more than once every six months  other than to comport  with changes in
the Code or regulations thereunder, 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 for
which Options may be granted; (b) changes the criteria for determining directors
eligible to  participate  in the Plan;  (c) lowers the minimum  Option  Price or
otherwise  materially increases the benefits accruing to Grantees through awards
under the Plan; or (d) extends the term of the Plan.
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 14 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.

16.      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.

17.      Legal Restrictions

         The Bank will not be  obligated to issue 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.

18.      Withholding Taxes

         The Bank may require  any  Grantee,  as a  condition  of exercise of an
Option,  to pay or reimburse any taxes which the Bank  determines it is required
to withhold in connection with the grant or exercise of the Option.

19.      Governing Laws

         This Plan and all rights  thereunder  shall be construed in  accordance
with and governed by the laws of the State of Connecticut.

20.      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 otherwise than under the Plan.

                                    * * *

         This Plan was duly  adopted and  approved by the Board of  Directors of
the Bank by resolution at a meeting held on the 23rd day of February,  1994, and
amended by the Board of  Directors by  resolution  at a meeting held on the 25th
day of January, 1995, and further amended by the Board of Directors of the Bank
by resolution at a meeting held on the 10th day of January, 1996.

                                         /s/ Jere Dorney
                                         -------------------------------
                                         Corporate Secretary of the Bank

         This Plan,  as amended,  was duly approved by the  shareholders  of the
Bank  at  a  meeting   of  the   shareholders   held  on  the 24th day  of
April, 1996.

                                           /s/ Jere Dorney
                                           -------------------------------
                                           Corporate Secretary of the Bank

                               Exhibit (4.2)(c)

               AMENDMENT NO. 2 TO THE NORWALK SAVINGS SOCIETY
                         1994 DIRECTOR STOCK OPTION PLAN

         This Amendment No. 2 to the Norwalk Savings Society 1994 Director Stock
Option Plan ("Amendment No. 2") dated as of October 1, 1997 is entered in by and
between Norwalk Savings Society, a Connecticut chartered stock savings bank with
its main office located at 48 Wall Street, Norwalk, Connecticut (the "Bank") and
NSS Bancorp, Inc., a Connecticut stock corporation, with its main office located
at 48 Wall Street, Norwalk, Connecticut.

                                 RECITALS

         WHEREAS,  the Board of Directors  (the  "Board") of the Bank  initially
adopted the Norwalk  Savings Society 1994 Director Stock Option Plan on February
23, 1994, as amended on January 25, 1995, and as further amended by the Board on
January 10, 1996 (the
"Stock Option Plan");

         WHEREAS,  the  shareholders of the Bank initially  approved the Plan at
the 1995  Annual  Meeting of the Bank's  Shareholders  and,  at the 1996  Annual
Meeting of the Bank's Shareholders, approved an amendment to the Plan increasing
the number of shares for which  options  may be granted  under the Stock  Option
Plan;

         WHEREAS,  the Company has acquired all of the Bank's common stock,  par
value $0.01 per share ("Bank Common Stock") in a one-for-one-share  exchange for
the Company's Common Stock, par value $0.01 per share ("Company Common Stock");

         WHEREAS,  Section  5 of the Plan of  Reorganization  provides  that the
Company shall adopt and assume certain rights and  obligations of the Bank under
the Plan,  including the  substitution  of Common Stock for Bank Common Stock as
the stock for which options may be granted under the Stock Option Plan;

         WHEREAS,  the Plan of  Reorganization  provides that holders of options
under the Stock Option Plan prior to the  effective  time will receive an option
to  purchase  the same  number  of shares of  Company  Common  Stock at the same
exercise price and in accordance
 with such other terms and  conditions  as pertained to the options  outstanding
under the Stock Option Plan prior to the Effective Time; and

         WHEREAS,   the  Company  and  the  Bank  have  determined  that  it  is
appropriate to enter into an agreement amending the Stock Option Plan.

         NOW, THEREFORE, in consideration of the sum of one dollar
($1.00) receipt of which is hereby acknowledged and the mutual
promises and covenants contained herein, the Bank and the Company
agree as follows:

         1.       Definitions:

         (a) The  definition  of  "Board"  contained  in  Section 2 of the Stock
Option  Plan  shall  be  deleted  in its  entirety  and the  following  shall be
substituted in lieu thereof:

                  "Board"  means  the  Board of  Directors  of  Norwalk  Savings
                  Society  and,  if  the  context  so  requires,  the  Board  of
                  Directors of NSS Bancorp, Inc.

         (b) The  definition  of "Common  Stock"  contained  in Section 2 of the
Stock Option Plan shall be deleted in its entirety  and the  following  shall be
substituted in lieu thereof:

                  "Common Stock" means the Company's Common Stock, par value
                  $0.01 per share."

         (c)      The following definition shall be added to Section 2 of
the Stock Option Plan:

                  "Company" means NSS Bancorp, Inc.

         (d)      The definition of "Non-Employee Director" shall be
deleted in its entirety and the following shall be substituted in
lieu thereof:

                  "Non-Employee Director" means a member of the Board
                   who is not an employee of the Company, the Bank, or
                   their respective subsidiaries.

         (e) The definition of "Option Agreement"  contained in Section 2 of the
Stock Option Plan shall be deleted in its entirety  and the  following  shall be
substituted in lieu thereof:

                  "Option  Agreement"  means  a  written  agreement  in  a  form
                  attached  hereto  as  Appendix  A" to be  entered  into by the
                  Company, the Bank and the Grantee of an Option, as provided in
                  Section 8 hereof.

         (f) The definition of "Subsidiary"  contained in Section 2 of the Stock
Option  Plan  shall  be  deleted  in its  entirety  and the  following  shall be
substituted in lieu thereof:

                  "Subsidiary"  means an  entity  of  which,  at the  time  such
                  subsidiary  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  Company,  the  Bank,  or  their  respective
                  subsidiaries (exclusive of the
                  ownership by the entity whose subsidiary is being
                  determined).

         (g) The definition of "Retirement"  contained in Section 2 of the Stock
Option Plan shall be deleted in its entirety and all  references  thereto  shall
have the meaning derived from the common usage and understanding of such word.

         2.       Section 11(a) of the Stock Option Plan is deleted in
its entirety and the following shall be substituted in lieu
thereof:

         (a)      Except  as  provided  in  Section  11(b)  below,  in the event
                  Grantee ceases to be a Non-Employee Director through voluntary
                  resignation  by the Grantee,  or  involuntary  removal with or
                  without cause by the Company or the Bank,  all options held by
                  such  Grantee  shall  lapse on the date that is the earlier of
                  (i) three months following such resignation or removal or (ii)
                  the expiration date set forth in such option.

         3.       Except as otherwise specifically provided for in this
Amendment No. 2, all references made to the "Bank" in Sections
5(a)(ii), 10(d), 10(e), 10(h), 16, 17, and 18, shall be deemed to
refer to the Company.

         4.       Except as otherwise specifically referred to in
Amendment No. 2 all references made to the "Bank" in Sections
1, 8, 12, 13, 15, and 20 shall be deemed to refer both to the
Bank and the Company.

         5.       Amendment to Section 14 of Stock Option Plan.

         Section 14 of the Stock  Option  Plan shall be deleted in its  entirety
and the following shall be substituted in lieu thereof:

                  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 Company 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
                  Company,  occurring  after the effective date of the Plan, the
                  number and kind of shares for the  purchase  of which  Options
                  may be granted under Section 5(d) of the Plan
                  shall  be  adjusted  proportionately  and  accordingly  by the
                  Committee.  In  addition,  the  number  and kind of 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   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  Company  is the  Surviving
                  Entity. Subject to Subsection (c) hereof, if the Company shall
                  be the  surviving  entity in any  reorganization,  merger,  or
                  consolidation  of the Company with one or more other entities,
                  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 Company is Not the Surviving
                  Company or Sale of Assets or Stock.  Upon the  dissolution  or
                  liquidation  of the Bank, or upon a merger,  consolidation  or
                  reorganization  of the Company with one or more other entities
                  in which the Company is not the  surviving  entity,  or upon a
                  sale of all or substantially  all of the assets of the Company
                  to another  entity,  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
                  Company, 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  entity,  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  have  
                  the  right   (subject   to  the  general limitations  on  
                  exercise  set forth in  Section  10 above and except  as  
                  otherwise  specifically  provided  in  the  Option
                  Agreement  relating to such Option),  immediately prior to the
                  occurrence of such termination and during the period following
                  the notice of  termination  described  below to exercise  such
                  Option in whole or in part,  whether  or not such  Option  was
                  otherwise  vested and  exercisable  at the time such notice of
                  termination  is given and  without  regard to any  installment
                  limitation on exercise  imposed  pursuant to Section 10 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  Company  gives
                  notice thereof to its shareholders.

                  (d) Adjustments.  Adjustments under this Section 14 related to
                  stock  or  securities  of the  Company  shall  be  made by the
                  Committee whose  determination in that respect shall be final,
                  binding, and conclusive.  No fractional shares of Common Stock
                  or units 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 Company. The grant of an Option pursuant
                  to the Plan  shall not affect or limit in any way the right or
                  power   of  the   Company   or  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) Except as provided in this Section 14, the issuance by the
                  Company  of  shares  of  stock  of  any  class  or  securities
                  convertible  into  shares  of stock of any  class,  shall  not
                  affect the outstanding Options.

6.       Other Provisions to remain in Effect.

         Except as expressly  modified or amended by this Amendment,  all of the
terms,  covenants  and  conditions  of the  Agreement  and all  Options  granted
hereunder  are hereby  ratified and  confirmed,  all to remain in full force and
effect.

         IN  WITNESS  WHEREOF,   the  undersigned  parties  have  executed  this
Amendment No. 2 as of the date first written above.

                                  NORWALK SAVINGS SOCIETY

                                  By: /s/ Robert T. Judson
                                      Robert T. Judson
                                      Its President

                                   NSS BANCORP, INC.

                                   By: /s/ Robert T. Judson
                                       Robert T. Judson
                                       Its President

                                Exhibit (4.3)(a)

                             NORWALK SAVINGS SOCIETY

                         1995 EXECUTIVE INCENTIVE PLAN

1.       Purposes.

         The purposes of the Norwalk  Savings  Society 1995 Executive  Incentive
Plan (the "Plan") are to promote the interests of Norwalk  Savings  Society (the
"Bank") and its  shareholders  by  attracting,  retaining  and  stimulating  the
performance  of selected  employees,  giving such  employees the  opportunity to
acquire a proprietary  interest in the Bank's business and an increased personal
interest in its continued success and progress.

2.       Definitions.

         Unless the context  clearly  indicates  otherwise,  the following terms
have the meanings set forth below.

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

         "Business  Day" shall mean any day except  Saturday,  Sunday or a legal
         holiday in the State of Connecticut.

         "Change in Control" shall have the meaning set forth in
         Section 12 of the Plan.

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

         "Committee"  means the Compensation and Benefits  Committee of three or
         more  members  appointed by the Board of  Directors  and selected  from
         those  directors  who are not  employees  of the Bank,  its parent or a
         subsidiary,  as defined in Section 424(e) and (f) of the Code.  Members
         of the Committee shall be "disinterested persons" within the meaning of
         Rule  16b-3  under  the  1934  Act,  or any  law,  regulation  or other
         provision that may hereafter  replace such Rule. Such members shall not
         be eligible to receive awards under the Plan. The Board may at any time
         and from  time to time  remove  any  member of the  Committee,  with or
         without  cause,  appoint  additional  members to the Committee and fill
         vacancies,  however caused, in the Committee. A majority of the members
         of the Committee shall constitute a quorum.  All  determinations of the
         Committee  shall be made by a majority of its members.  Any decision or
         determination of the Committee  reduced to writing and signed by all of
         the members of the  Committee  shall be fully as effective as if it had
         been made at a meeting duly called and held.

         "Common Stock" means the common stock of Norwalk Savings Society,  $.01
         par value.

         "Deferred  Award Account" shall have the meaning set forth in Section 9
         hereof.

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

         "Fair Market Value" of a share of Common Stock on any  particular  date
         means the last  sales  price of a share of Common  Stock on the  NASDAQ
         Stock Market (or any exchange on which the Common Stock is then traded)
         as  reported  for that date by NASDAQ or, if no sales price is reported
         for that date,  the mean  between the bid and asked  quotations  or, if
         available,  the high and low sales  prices for the Common Stock on that
         date as  reported  by NASDAQ;  provided,  however,  that (i) if no such
         sales or  quotations  are reported by NASDAQ for such date, or (ii) if,
         in the  opinion of the  Committee,  sales of Common  Stock on such date
         were  insufficient  to  constitute a  representative  market,  the Fair
         Market  Value of a share of Common Stock on such date shall be the last
         sales price or, if no sales price is reported  for that date,  the mean
         between the bid and asked quotations or, if available, the high and low
         sales prices as reported by NASDAQ for the first preceding Business Day
         to which clause (ii) does not apply.

         "Grant  Date",  as used with respect to a particular  award,  means the
         date on which such award is granted by the  Committee  pursuant  to the
         Plan.

         "Grantee" means the individual to whom an award is granted
         pursuant to the Plan.

         "Involuntary  Termination  without  Cause"  means  a  termination  of a
         Grantee's  employment  with  the  Bank  for  any  reason  other  than a
         termination for "cause" which means (i) the Grantee's conviction by any
         trial  court  of any  crime  involving  fraud,  embezzlement,  theft or
         dishonesty;  (ii) serious willful misconduct by the Grantee,  including
         personal  dishonesty  in  connection  with Bank  business or customers;
         (iii) any  material  breach  by the  Grantee  of his or her  employment
         agreement  with the Bank,  if any,  or any  employment  policies of the
         Bank;  or (iv) if the  Bank's  regulatory  authorities  issue  an order
         removing the Grantee from his or her  positions at the Bank, or if such
         regulatory  authorities  inform  the  Board  that  continuation  of the
         Grantee  in his  position  at the Bank would  constitute  an unsafe and
         unsound banking practice.

         "Performance Period" shall have the meaning set forth in
         Section 7(b) hereof.

         "Performance  Stock" means an award entitling the Grantee to payment of
         shares of Common Stock  contingent  upon the  attainment of performance
         objectives determined in the discretion of the Committee.

         "Plan" means the Norwalk Savings Society 1995 Executive  Incentive Plan
         as set forth herein and as amended from time to time.

         "Retirement",  as  applies  to an  employee,  shall  have  the  meaning
         provided under any qualified  pension plan applicable to such employee,
         and if no such plan is applicable  shall mean termination of employment
         with the Bank on or after age  sixty-five  (65) or after age fifty-five
         (55) and the  completion  of fifteen (15) Years of Service  measured as
         provided in the Norwalk Savings  Society  Employee Stock Ownership Plan
         as in effect from time to time.

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

3.       Administration.

         (a) The  Committee  shall have all the powers vested in it by the terms
of the Plan,  including  exclusive  authority (within the limitations  described
herein)  to select  the  employees  to be  granted  awards  under  the Plan,  to
determine the size and terms of awards to be made to each employee selected,  to
determine  the times when  awards  will be granted to  employees,  to  establish
objectives and  conditions,  if any, for earning such awards,  to accelerate the
vesting of all or any portion of an award, and to determine  whether such awards
will be paid after the end of an award  period.  The  Committee  shall have full
power and  authority  to  administer  and  interpret  the Plan and to adopt such
rules, regulations, agreements,  guidelines and instruments for the  
administration  of the Plan and for the conduct of its business as the 
Committee  deems  necessary or advisable.  The Committee's  interpretation   
of the Plan and all  actions taken and determinations  made  by the  
Committee  pursuant  to the  powers  vested  in it hereunder  shall be 
conclusive and binding on all parties  concerned,  including the Bank, 
its  stockholders,  any Grantees and any other employee of the Bank or
any of its subsidiaries.

         (b)      All decisions made by the Board of Directors pursuant to
the provisions of the Plan shall be final and conclusive.

4.       Eligibility and Participation.

         The participants in the Plan shall consist of selected employees of the
Corporation  or its  present  or future  parent or  subsidiaries,  as defined in
Section 424 of the Code (whether or not directors of the Corporation), who serve
in executive,  administrative  or professional  capacities,  as may from time to
time be so designated by the Committee.

5.       Effective Date of the Plan and Term of The Plan.

         The Plan  shall  become  effective  upon its  adoption  by the Board of
Directors;  provided that no award granted pursuant to the Plan shall vest prior
to the approval of the Plan by the Bank's shareholders  within  twelve  (12)  
months  of  its  adoption  by the  Board  of Directors.  The term  during  
which  awards may be granted  under the Plan shall expire  on the tenth  
anniversary  of the  adoption  of the Plan by the Board of Directors.

6.        Shares Subject to the Plan.

         The shares of Common  Stock that may be  delivered or purchased or used
for reference  purposes under the Plan shall be shares of the Bank's  authorized
Common Stock and may be unissued  shares or reacquired  shares,  as the Board of
Directors may from time to time determine.  Subject to adjustment as provided in
Article 13 hereof, the aggregate number of shares to be delivered under the Plan
shall not exceed 100,000 shares. If any shares are subject to an award which for
any  reason  expires  or  terminates  during  the term of the Plan  prior to the
issuance of such shares or other payment of such awards,  the shares  subject to
but not  delivered  under such award shall be available  for issuance  under the
Plan.

7.       Performance Stock.

         (a) Grant of Performance  Stock.  Subject to the terms of the Plan, the
Committee  may select the eligible  employees  who shall be granted  Performance
Stock at any time and from  time to time.  The  Committee  shall  have  complete
discretion in determining  the number of shares of Performance  Stock granted to
each  Grantee.  On or after the Grant Date,  the  Committee  may provide for the
payment of dividend  equivalents thereon in cash or additional Common Stock on a
current,  deferred or contingent basis. Each grant of Performance Stock shall be
evidenced by an agreement,  which shall be executed on behalf of the Bank by any
officer  thereof and  delivered to and accepted by the Grantee and shall contain
such terms and  provisions as the Committee  may determine  consistent  with the
Plan.

         (b) Value of Performance  Stocks. Each award of Performance Stock shall
have an initial  value that is  established  by the Committee on the Grant Date.
The Committee shall set performance goals in its discretion which,  depending on
the extent to which they are met, will  determine the number and/or value of the
shares  of  Performance  Stock  that  will be  paid  out to the  Grantees.  Such
performance  goals  may  be  described  in  terms  of  Bank-wide  objectives  or
objectives  that are related to the  performance of the individual  Grantee or a
subsidiary, division, department or function of the Bank in which the Grantee is
employed.  The time period during which the performance  goals must be met shall
be called a  "Performance  Period."  Performance  Periods  shall,  in all cases,
exceed two years in length.

         (c)  Earning of Performance Stocks.  After the applicable
Performance Period has ended, the holder of Performance Stock shall
be entitled to receive a payout on the number of shares and value
of Performance Stock earned by the Grantee over the Performance Period, to be 
determined as a function of the extent to which the corresponding 
performance goals have been achieved.  Each Performance Stock grant shall 
specify a minimum  acceptable level of achievement below  which  no  payment  
will be made  and  shall  set  forth  a  formula  for determining  the 
amount of any payment to be made if  performance is at or above the  
minimum  acceptable  level  but  falls  short  of full  achievement  of the
specified  goals.  The Committee  may also provide that the amount  payable with
respect to a Performance  Stock may not exceed a maximum amount specified by the
Committee on the Grant Date. The Committee may adjust  performance goals and the
related minimum  acceptable level of achievement if, in the sole judgment of the
Committee,  events or  transactions  have occurred after the Grant Date that are
unrelated  to the  performance  of the Grantee and result in  distortion  of the
performance goals or the related minimum acceptable level of achievement.

         (d) Form and Timing of Payment of Performance Stocks. Payment of earned
Performance  Stock shall be made in a single lump sum,  within  forty-five  (45)
calendar days  following the close of the  applicable  Performance  Period.  The
Committee shall pay earned  Performance  Stock in the form of Common Stock which
has an aggregate Fair Market Value equal to the value of the earned  Performance
Stock at the close of the applicable  Performance  Period. Such Common Stock may
be granted subject to any restrictions deemed appropriate by the Committee.

         (e) Termination of Employment Due to Death, Disability,  Retirement, or
Involuntary  Termination Without Cause. In the event the employment of a Grantee
is  terminated  by reason  of  death,  Disability,  Retirement,  or  Involuntary
Termination without Cause during a Performance Period, the Grantee shall receive
a prorated  payout of the  Performance  Stock.  The  prorated  payment  shall be
determined by the Committee, in its sole discretion, and shall be based upon the
length  of  time  that  the  Grantee  held  the  Performance  Stock  during  the
Performance  Period,  and shall further be adjusted based on the  achievement of
the preestablished performance goals.

         Payment  of  earned  Performance  Stock  shall be made at the same time
payments  are made to  Grantees  who did not  terminate  employment  during  the
applicable Performance Period.

         (f)  Termination of Employment  for Other Reasons.  In the event that a
Grantee's  employment  terminates  for any reason  other than those  reasons set
forth in Section 7(e) herein,  all  Performance  Stock shall be forfeited by the
Grantee to the Bank.

8.       Nontransferability.

         Performance Stock may not be sold, transferred,  pledged,  assigned, or
otherwise  alienated  or  hypothecated,  other  than by  will or by the  laws of
descent and distribution or pursuant to a qualified domestic relations order, as
defined  in the Code.  Further,  a  Grantee's  rights  under  the Plan  shall be
exercisable  during the Grantee's  lifetime only by the Grantee or the Grantee's
legal representative.

9.       Deferred Payments.

         The  Committee  may permit a Grantee who is one of the five most highly
compensated   officers  of  the  Bank  or  its  present  or  future   parent  or
subsidiaries, as defined in Section 424 of the Code (whether or not directors of
the Bank) to defer such Grantee's  receipt of Common Stock that would  otherwise
be due to such  Grantee by virtue of the  satisfaction  of any  requirements  or
goals with  respect to  Performance  Stock.  If any such  deferral  election  is
required  or  permitted,  the  election  to  defer  must  be made  prior  to the
commencement of the last year of the  Performance  Period during which the award
to be deferred will be earned.  The number of shares of Common Stock so deferred
will be credited as a book entry to the Grantee's "Deferred Award Account".  The
Grantee  shall also elect a  distribution  schedule for the amount  deferred.  A
Grantee may elect to have  payments  begin at the  Grantee's  actual  retirement
date,  subsequent to that date or prior thereto.  A Grantee may elect a lump sum
or up to 15 annual  installments.  No installment,  however, may be payable more
than 15 years after the  Grantee's  termination  of  employment.  Once made,  an
election may not be changed by the Grantee either in amount or method of payment
to accelerate the receipt of the amounts deferred.

         The Bank shall credit the  Participant's  Deferred  Award  Account as a
book  entry  with  the  number  of full  and  partial  shares  of  Common  Stock
purchasable  at the Fair  Market  Value of the Common  Stock as of the date each
dividend is paid on the Common Stock,  with the dividends  which would have been
paid on the  number of  shares  credited  to such  Account  (including  pro-rata
dividends on any partial share) had the shares so credited then been issued and
outstanding. At the time of distribution,  whole shares of Common Stock credited
to the  Deferred  Award  Account will be  distributed  to the Grantee and a cash
payment  will be made with the final  installment  for any  fraction  of a share
credited to such Account. The Committee shall, in its sole discretion, establish
rules and  procedures  for such payment  deferrals  which are intended to permit
such  deferrals  to  comply  with the  applicable  requirements  of the Code and
Section  16 of the  1934  Act and  regulations  thereunder.  While  the Bank may
purchase  such shares for its own  account,  it is not  obligated to do so, and,
whether  it does or not,  no  shares  of  Common  Stock  shall be  purchased  or
earmarked for such Deferred  Award Account nor shall the Grantee have the rights
of a shareholder  with respect to any such shares of Common Stock  credited as a
book entry to such Deferred Award Account.

10.      Beneficiary Designation.

         Each  Grantee  under  the  Plan  may,  from  time  to  time,  name  any
beneficiary or beneficiaries  (who may be named contingently or successively) to
whom any benefit under the Plan is to be paid in case of his or her death before
he or she  receives  any or all of such  benefit.  Each such  designation  shall
revoke all prior designations by the same Grantee, shall be in a form prescribed
by the Bank,  and will be  effective  only when filed by the  Grantee in writing
with  the  Bank  during  the  Grantee's  lifetime.  In the  absence  of any such
designation,  benefits  remaining unpaid at the Grantee's death shall be paid to
he Grantee's  estate.  The spouse of a married Grantee  domiciled in a community
property   jurisdiction   shall  join  in  any  designation  of  beneficiary  or
beneficiaries other than the spouse.

11.      Tax Withholding.

         The Bank will have the right to deduct  from the  payment  of any award
under the Plan  (whether in cash,  Common  Stock or other awards or property) or
from any  compensation  or amount  owing to the  Grantee the amount of taxes and
FICA that are  required  to be withheld in respect of the payment of an award or
the  lapse of  restrictions  thereon,  and to take such  other  action as may be
necessary in the opinion of the Bank to satisfy all  obligations for the payment
of  such  taxes.  The  Committee  may  establish  such  procedures  as it  deems
appropriate  to satisfy  such  withholding  liability,  including by delivery of
Common Stock with a Fair Market  Value equal to such  liability or by having the
Bank withhold from Common Stock delivered upon payment of an award, Common Stock
whose Fair Market Value is equal to such liability.

12.      Change in Control.

         (a)      Upon the occurrence of a Change in Control (as
hereinafter defined):

                  (i) Each  Grantee  of a  Performance  Stock for a  Performance
Period that has not been completed at the time of the Change in Control shall be
deemed to have earned a minimum  Performance Stock award equal to the product of
(y) such Grantee's maximum award opportunity for such Performance Stock, and (z)
a fraction, the numerator of which is the number of full and partial months that
have elapsed since the beginning of such Performance Period to the date on which
the Change in Control  occurs,  and the denominator of which is the total number
of months in such  Performance  Period,  with such payment being made in cash as
calculated under subsection (a)(iii) hereof; and

                  (ii) Any amounts in a Grantee's  Deferred  Award Account under
the Plan,  notwithstanding any of the preceding  provisions of the Plan, will be
paid to the Grantee in a lump sum payment in cash.

                  (iii) For purposes of  calculating  the amount of the payments
provided for in subsection  (a)(i) and (ii),  the shares of Common Stock payable
hereunder  shall be valued at the  higher of (y) the Fair  Market  Value for the
Common  Stock on the date  preceding  and nearest the date the Change in Control
occurred or (z) the highest per share price for the Common Stock  actually  paid
in connection with such Change in Control.

         (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 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 agreement for the
                           sale or disposition by the Bank of all or
                           substantially all of the Bank's assets, 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 per  cent 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 (b)(i), (ii) or (iii) above.

         (d)      For purposes of this Section  12:

                  (1) "Acquiring Person" shall mean any Person who is or becomes
a "beneficial owner" (as defined in Rule 13d-3 of the 1934 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 1934 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 1934 Act.

13.      Changes in Common Stock.

         In   the   event   of   a   merger,   consolidation,    reorganization,
recapitalization,  stock  dividend,  stock split,  or other changes in corporate
structure  or  capitalization  affecting  the  Common  Stock,  such  appropriate
adjustment  shall be made in the  number  and kind of shares  subject  to awards
granted under the Plan, including  appropriate  adjustment in the maximum number
of shares  referred  to in Section 6 of the Plan,  as may be  determined  by the
Committee.

14.      No Right to Employment.

         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.

15.      Legal Restrictions.

         The Bank will not be  obligated to issue 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 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 award under the Plan.

16.      No Rights as Shareholders.

         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 award  until such shares of Common  Stock
shall have been  transferred  to the Grantee or such  person.  Furthermore,  the
existence of awards  under the Plan 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 the sale or transfer of any part of its assets or business;  or
any other corporate act, whether of a similar character or otherwise.

17.      Choice of Law.

         The validity,  interpretation and administration of the Plan and of any
rules, regulations,  determinations or decisions made thereunder, and the rights
of any and all  persons  having or  claiming  to have any  interest  therein  or
thereunder,  shall be determined  exclusively in accordance with the laws of the
State of Connecticut.

18.      No Trust or Fund Created.

         Neither the Plan nor any award shall create or be construed to create a
trust or separate fund of any kind or a fiduciary  relationship between the Bank
and a Grantee  or any other  person.  To the extent  that any person  acquires a
right to receive  payments from the Bank pursuant to an award,  such right shall
be no greater than the right of any unsecured general creditor of the Bank.

19.      Amendment and Discontinuance.

         The Board of Directors may alter, amend,  suspend or terminate the Plan
at any time,  but may not,  without the approval of a majority of the holders of
the Common Stock, make any alteration or amendment thereof which operates (a) to
materially  increase the total  number of shares which may be granted  under the
Plan,  (b) to  extend  the term of the  Plan,  (c) to  materially  increase  the
benefits  accruing to Grantees  through  awards under the Plan, or (d) to modify
the eligibility requirements for participation in the Plan.

         Adopted by the Board of  Directors  at its  meeting of January 25, 1995
subject to approval of the Bank's shareholders.

                      Attest: /s/ Jere Dorney
                              ____________________________
                              Secretary

                              Exhibit (4.3)(b)

                  AMENDMENT NO. 1 TO THE NORWALK SAVINGS SOCIETY
                          1995 EXECUTIVE INCENTIVE PLAN

         This  Amendment  No. 1 to the Norwalk  Savings  Society 1995  Executive
Incentive Plan  ("Amendment  No. 1") dated as of October 1, 1997 is entered into
by and between Norwalk Savings  Society,  a Connecticut  chartered stock savings
bank, with its main office located at 48 Wall Street, Norwalk,  Connecticut (the
"Bank") and NSS Bancorp,  Inc., a Connecticut stock  corporation,  with its main
office located at 48 Wall Street, Norwalk, Connecticut.

                                 RECITALS

         WHEREAS,  the Board of Directors  (the  "Board") of the Bank  initially
adopted the Norwalk Savings Society 1995 Executive Incentive Plan on January 25,
1995 (the "Incentive Plan");

         WHEREAS, the Bank's shareholders approved the Plan at the
1995 Annual Meeting of the Bank's Shareholders;

         WHEREAS,  the Company has acquired all of the Bank's common stock,  par
value $0.01 per share ("Bank Common Stock") in a one-for-one-share  exchange for
the common  stock of the  Company,  par value $0.01 per share  ("Company  Common
Stock")  pursuant  to that  Agreement  and Plan of  Reorganization  between  the
Company and the Bank dated May 20, 1997 (the "Plan of Reorganization");

         WHEREAS,  Section  5 of the Plan of  Reorganization  provides  that the
Company shall adopt and assume certain rights and  obligations of the Bank under
the Plan,  including the  substitution  of Company  Common Stock for Bank Common
Stock as the stock which may be awarded under the Incentive Plan; and

         WHEREAS,   the  Bank  and  the  Company  have  determined  that  it  is
appropriate to enter into an agreement amending the Incentive Plan.

         NOW,  THEREFORE,  in  consideration  of the sum of one  dollar  ($1.00)
receipt of which is hereby  acknowledged  and the mutual  promises and covenants
contained herein, the Bank and the Company agree as follows:

         1.       Definitions:

         (a)      The definition of "Board" contained in Section 2 of
the Incentive Plan shall be deleted in its entirety and the
following shall be substituted in lieu thereof:

                  "Board" or "Board of Directors" shall mean the
                  Board of Directors of Norwalk Savings Society and, if
                  the context so permits or requires, the Board of
                  Directors of NSS Bancorp, Inc.

         (b)      The  definition  of  "Common  Stock"  contained  in  
Section  2 of the Incentive  Plan shall be deleted in its entirety and the 
following shall be substituted in lieu thereof:

                  "Common Stock" means the common stock of NSS Bancorp,
                  Inc., par value $0.01 per share."

         (c)      The following definition shall be included in Section 2
of the Incentive Plan:

                  "Company" means NSS Bancorp, Inc.

         2.       Except as otherwise specifically provided for in this
Amendment No. 1, references made to the "Bank" in Sections 6 and 7(f) 
shall be deemed to be a reference to the Company.

         3.       Except as otherwise specifically referred to in
Amendment No. 1, references made to the "Bank" in Sections 1, 3, 7, 10, 15, 
and 18 shall be deemed to refer to both the Bank and the Company.

         4.       Except as expressly modified or amended by this
Amendment No. 1, all of the terms, covenants and conditions of the
Incentive Plan and all awards granted thereunder are hereby
ratified and confirmed, all to remain in full force and effect.

         IN  WITNESS  WHEREOF,   the  undersigned  parties  have  executed  this
Amendment No. 1 as of the date first written above.

                                  NORWALK SAVINGS SOCIETY

                                  By: /s/ Robert T. Judson
                                      Robert T. Judson
                                      Its President

                                   NSS BANCORP, INC.

                                   By:/s/ Robert T. Judson
                                       Robert T. Judson
                                       Its President

                              Exhibit 5

                    (Tyler Cooper & Alcorn, LLP Letterhead)

NSS Bancorp, Inc.
48 Wall Street
Norwalk, Connecticut 06483

Re:      Registration Statement on Form S-8 of NSS Bancorp, Inc.

Gentlemen:

         We have  acted as counsel  to NSS  Bancorp,  Inc.  (the  "Company")  in
connection  with the  preparation by the Company of a registration  statement on
Form S-8 (the  "Registration  Statement")  for filing  with the  Securities  and
Exchange  Commission  under the Securities Act of 1993, as amended,  relating to
the offer and sale of up to 492,674  shares of the Company's  common stock,  par
value $0.01, per share, (the "Shares") to be issued in connection with the:

          (a)      Norwalk Savings Society 1994 Employee Stock Option
                   Plan;
          (b)      Norwalk Savings Society 1994 Director Stock Option
                   Plan; and
          (c)      Norwalk Savings Society 1995 Executive Incentive
                   Plan;

         Items (a) - (c) are collectively referred to herein as the "Plans".

         We have examined the Plans,  the  Certificate of  Incorporation  of the
Company and Bylaws of the Company,  and such other corporate and other documents
and records as we have deemed appropriate for purposes of this opinion.

         We have assumed (i) the authority and  genuineness  of all  signatures,
(ii) the legal capacity of all natural  persons,  (iii) the  authenticity of all
documents  submitted to us as  originals,  and (iv) the  conformity to authentic
original documents of all documents  submitted to us as certified,  conformed or
facsimile copies.

         Based  on  the  foregoing,   and  subject  to  the  qualifications  and
limitations set forth herein, we are of the opinion that the Shares, if and when
originally issued and sold or awarded by the Company pursuant to the Plans, will
be legally issued,  fully paid, and  non-assessable  and will represent  validly
authorized and outstanding shares of common stock of the Company.

         We have assumed  that the Company and those  directors,  officers,  and
employees that receive options to purchase Shares under the Plans or purchase or
are  awarded  Shares  under  the  Plans,  as the  case may be,  will  then be in
compliance with the relevant  requirements of the Plans, and that all prescribed
filings  with  regulatory  authorities,  including  any stock  exchanges  having
jurisdiction,  will be effected in accordance with their respective requirements
and that the  approvals  of such  regulatory  authorities,  including  any stock
exchanges  having  jurisdiction  will have been granted prior to the issuance of
any Shares.

         The opinions  expressed  herein are  contingent  upon the  Registration
Statement   becoming  effective  under  the  Securities  Act  of  1933  and  the
Certificate of Incorporation  and Bylaws not being amended prior to the issuance
of the Shares.

         The  foregoing  opinions  are  limited  to  the  Connecticut   Business
Corporation  Act,  and we express no opinion  with respect to any other state or
jurisdiction.

         We hereby consent to the filing of a copy of this opinion as an exhibit
to the Registration Statement.

                                     Very truly yours,

                                     TYLER COOPER & ALCORN, LLP

                                      By  /s/ William W. Bouton III
                                          William W. Bouton III
                                          A Partner

                            Exhibit 23(a)

The Board of Directors
NSS Bancorp, Inc.
Norwalk, CT

Gentlemen:

We consent to the incorporation by reference in the Registration Statement on
Form S-8 of NSS Bancorp, Inc. of our report relating to the consolidated
statements of financial condition of Norwalk Savings Society as of December 31,
1996 and 1995, and the related consolidated statements of operations,
shareholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 1996, which report appears in the December 31, 1996
annual report on Form F-2 of Norwalk Savings Society filed with the FDIC and
included as an exhibit to the Company's registration statement filed on Form
8-A dated August 4, 1997 and effective October 1, 1997, and to the reference
to our firm under the heading "Experts" in the Prospectus.

                                    /s/ FRIEDBERG, SMITH & CO., P.C.

Hartford, Connecticut
November 28, 1997