Outside Director Retainer Continuation Plan For Norwich

OUTSIDE DIRECTOR RETAINER

CONTINUATION PLAN

FOR

NORWICH FINANCIAL CORP.

AND

THE NORWICH SAVINGS SOCIETY


Effective as of July 1, 1997


OUTSIDE DIRECTOR RETAINER
CONTINUATION PLAN
FOR
NORWICH FINANCIAL CORP.
AND
THE NORWICH SAVINGS SOCIETY


I. Purpose


The purpose of the Outside Director Retainer Continuation


Plan for Norwich Financial Corp. and The Norwich Savings Society


(the "Plan") is to provide non-employee Directors of Norwich


Financial Corp. ("NFC") and The Norwich Savings Society ("NSS")


with continued compensation following their termination of


service on the Board of Directors of NFC or NSS, as the case may


be, and to assist NFC and NSS in attracting and retaining


Directors of the highest capability who will devote their


attention to the business of NFC, NSS and their subsidiaries.


II. Eligibility for Benefit


Each Director of NFC or NSS who is not an employee of NFC,


NSS or any of its subsidiaries shall be eligible to receive the


benefit set forth in Article III hereof if such Director, at the


time of his or her termination of service as a Director of NFC or


NSS, as the case may be, has completed one (1) or more years of


service on the Board of Directors of NFC or NSS, as the case may


be. Such a Director is hereinafter referred to as an Eligible


Director. Service for purposes of this Article II shall be


2.


measured from the first date of commencement of service as a


Director of NFC or NSS. With respect to persons who serve or


have served as Director of both NFC and NSS, only one year of


service shall be credited for years of concurrent service as a


Director of NFC and NSS; however, successive, contiguous years of


service as a Director of NFC and NSS shall be aggregated for


purposes of crediting service under this Article II. A Director


shall not become eligible for benefits under this Plan until such


Director shall have terminated service with both NFC and NSS.


III. Amount and Payment of Benefit


Upon the termination of service as a Director, an Eligible


Director, or such Eligible Director's beneficiary in the event


such termination is on account of death, shall be entitled to


receive a benefit under this Plan equal to: (a) the number of


completed years of service on the Board of Directors of NFC or


NSS, as the case may be, not to exceed ten (10) years; times (b)


the amount of the annual retainer then in effect for Directors of


NFC or NSS, as the case may be, such amount to be paid in the


manner hereinafter provided. For purposes of this Article III,


completed years of service as a Director of a bank or bank


holding company that is acquired by NFC or any of its


subsidiaries shall be counted, but only if such service is


contiguous with service as a Director of NFC or NSS, as the case


may be; provided, however, that with respect to persons becoming


Directors of NFC or NSS after July 1, 1997, such service shall be


limited to five (5) years. With respect to persons who serve or


have served as Director of both NFC and NSS, only one year of


3.


service shall be credited for purposes of this Article III for


years of concurrent service as a Director of NFC and NSS;


however, successive, contiguous years of service as a Director of


NFC and NSS shall be aggregated for purposes of crediting service


in accordance with this Article III. The benefit under this


Plan shall be paid in equal quarterly installments over the


period corresponding to the number of years counted ...