FIRST LITCHFIELD FINANCIAL CORP
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>exhibit10-2.txt
<TEXT>

                                  Exhibit 10.2

                     FIRST LITCHFIELD FINANCIAL CORPORATION
      1994 STOCK OPTION PLAN FOR OFFICERS AND OUTSIDE DIRECTORS, AS AMENDED

1. Purpose.

     The  purpose  of this 1994  Stock  Option  Plan for  Officers  and  Outside
Directors  (the  "Plan")  is to  strengthen  the  financial  soundness  of First
Litchfield  Financial  Corporation  (the  "Company")  by  focusing  management's
attention on the  long-term  success of the  business of the Company,  enhancing
shareholder  value by providing  management an opportunity to purchase shares of
the Company thus  aligning  their  interests in the business with those of other
shareholders,  attracting and retaining the continued  services of  non-employee
directors of the Company with the requisite  qualifications and encouraging such
directors to secure or increase on reasonable terms their stock ownership in the
Company.  The Board of Directors of the Company (the "Board")  believes that the
granting of options under the Plan (the  "Options")  will promote  continuity of
management  and  increased  personal  interest  in the welfare of the Company by
those who are responsible  for shaping and carrying out the long-range  plans of
the Company and securing its continued growth and financial success.

2. Effective Date of the Plan.

     The plan shall become  effective upon its approval by the  shareholders  of
the Company (the "Effective Date").

3. Stock Subject to Plan.

     Eighteen  thousand  (18,000) of the authorized  but unissued  shares of the
Company's  common  stock,  $.01 par  value per share  (the  "Shares")  have been
reserved for issuance upon the exercise of Options; provided,  however, that the
number of Shares so reserved may from time to time be reduced to the extent that
a  corresponding  number of treasury  Shares are set aside for issuance upon the
exercise of Options.  If any Options  expire or terminate for any reason without
having been exercised in full,  the  unpurchased  Shares  subject  thereto shall
again be available for the grant of Options.

4. Administration.

     The Plan shall be  administered  by the Committee  referred to in Section 5
hereof. Subject to the provisions of the Plan, the Committee shall have complete
authority in its  discretion  to interpret  the Plan,  to  prescribe,  amend and
rescind   rules  and   regulations   relating  to  it  and  to  make  all  other
determinations  necessary  or  advisable  for the  administration  of the  Plan;
provided,  however, that with respect to the operation of this Plan with respect
to non-employee  directors,  the Committee shall have no discretion to determine
the  non-employee  directors  who will  receive  Options,  the  number of Shares
subject to  Options,  the terms upon  which,  the times at which or the  periods
within  which  Shares  may be  acquired  or the  Options  may  be  acquired  and
exercised.

<PAGE>

5. Committee.

     The Committee  shall consist of at least three members of the Board each of
whom  shall be a  disinterested  person  as  defined  in Rule  16b-3  under  the
Securities Exchange Act of 1934, and as such Rule may be hereafter amended. Each
member of the Committee  shall be a person who is not an employee of the Company
or any subsidiary of the Company,  and who has not received a grant of an option
to acquire common stock of the Company under any plan  maintained by the Company
since the  beginning of the preceding  fiscal year under any plan  maintained by
the Company other than this Plan. The committee shall be appointed by the Board,
which 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  shall be reduced to writing  and signed by all of the  members of the
Committee  shall be fully  effective  as if it had been made at a  meeting  duly
called and held.

6. Eligibility.

     An Option may be  granted  to (a) any  person  serving as an Officer of the
Company or any  subsidiary  of the  Company on the date of grant  whether or not
such  person(s)  is a  member  of the  Board  (the  "Officer  Participants")  in
accordance with Paragraph 7.a.  hereof;  or (b) members of the Board who are not
otherwise  employees  of the Company or any of its  subsidiaries  on the date of
grant (the"Director Participants") in accordance with Paragraph 7.b. hereof. The
Officer Participants and Director Participants shall collectively be referred to
herein as the "Participant" or "Participants."

7. Grant of Options and Option Price.

a. Officer Participants.

     (i)  The  Committee  shall from time to time  during  the five year  period
          commencing  with the Effective date of the Plan recommend to the Board
          those individual,  full-time  employees employed by either the Company
          or any  subsidiary  of the  Company  serving as an Officer of any such
          entity to whom the Committee  recommends that an Option be granted and
          the number of Shares subject to, and the terms and conditions of, such
          Option.   In  the  granting  of  options,   the  Committee  will  give
          consideration to the Company's  performance  relative to the operating
          budget and the strategic plan as well as to the  individual  Officer's
          performance.


                                      -2-
<PAGE>

b. Director Participants.

     (i)  Director  Participants on the Effective Date. Each individual who is a
          Director  Participant  on the Effective  date shall  automatically  be
          granted on the Effective Date an Option to purchase 300 Shares.

     (ii) Future Director  Participants.  Directors who are newly elected to the
          Board after the Effective Date shall receive an automatic  grant of an
          Option to  purchase  300 Shares on the date of such  election  (or, if
          elected  by the  Board,  on the  date  of the  annual  meeting  of the
          shareholders  of the Company  immediately  following  such  election);
          provided, that such automatic grant shall only be made if the director
          is a Director Participant on such date, and such automatic grant shall
          be subject  to pro rata  reduction  to the  extent  that the number of
          Shares  subject to future  grant under the Plan is not  sufficient  to
          make the full  automatic  grants  required to be made  pursuant to the
          Plan on such date.

     (iii)Additional  Grants.  Each  director  who has been  granted  an  Option
          pursuant  to clause (i) above shall  automatically  be granted on June
          1st in each of the four years  following  the year in which the Option
          pursuant to clause (i) above shall have been granted to such director,
          an  additional  Option to  purchase  50  Shares;  provided,  that such
          automatic  grant  shall  only be made if the  director  is a  Director
          Participant on such date, and such automatic grant shall be subject to
          pro rata  reduction to the intent that the number of Shares subject to
          future  grant  under  the  Plan is not  sufficient  to make  the  full
          automatic  grants  required  to be made  pursuant  to the Plan on such
          date.

          Each  director who has been granted an Option  pursuant to clause (ii)
          above  shall  automatically  be  granted  on  June  1st in each of the
          remaining  year of the Plan  following  the year in which  the  Option
          pursuant  to  clause  (ii)  above  shall  have  been  granted  to such
          director, an additional Option to purchase 50 Shares;  provided,  that
          such automatic  grant shall only be made if the director is a Director
          Participant on such date, and such automatic grant shall be subject to
          pro rata  reduction to the extent that the number of Shares subject to
          future  grant  under  the  Plan is not  sufficient  to make  the  full
          automatic  grants  required  to be made  pursuant  to the Plan on such
          date.

c.   Price.  The  initial per Share  price to be paid by  Participants  upon the
     exercise of an Option shall be equal to the fair market value of a Share on
     the date of grant.  For the  purposes  hereof,  the fair market  value of a
     Share on any date shall be equal to the last  reported  sales price for the
     Shares as reported on the NASDAQ National  Market System,  on such date, or
     if the Shares are not reported on the NASDAQ  National  Market System,  the
     average of the closing bid and asked prices for the Shares on such date (or
     if no such  quotation  occurred on that date, on the next preceding date on
     which there was such a quotation), as made available for publication by the
     National  Association of Securities Dealers Automated  Quotation System, or
     if no prices are available, the fair market value as determined by rules to
     be adopted by the Committee.


                                      -3-
<PAGE>

8. Option Period.

     Participants shall be granted Options which are exercisable for a period of
ten (10)  years  from  the date of the  granting  thereof.  Notwithstanding  the
foregoing and except as set forth in Section 10 hereof,  no Option granted under
this Plan shall be exercisable until twelve (12) months after the grant thereof.

9. Exercise of Option.

     Subject to Section 8, an Option may be exercised in whole or in part at any
time  after the date it is  granted  and only be a  written  notice of intent to
exercise the Option with  respect to  specified  number of Shares and payment to
the Company in cash or by certified check, bank draft or postal or express money
order,  of the amount of the Option exercise price for the number of Shares with
respect to which the Option is then exercised. The number of Shares which may be
purchased at any one time shall be 10 Shares, a multiple  thereof,  or the total
number at the time purchasable under the Option.

10. Change of Control.

     Upon the occurrence of a Change of Control (as  hereinafter  defined),  any
outstanding  Option held by a Participant shall immediately  become  exercisable
and shall remain exercisable for a period of thirty (30) days following the date
of such Change of Control.

     "Change  in  Control"  shall  mean an event or events  occurring  after the
Effective  Date  hereof  as a result  of which (a) any  Person  (as  hereinafter
defined), is or becomes the Beneficial Owner (as hereinafter defined),  directly
or indirectly, of 50% or more of the combined voting power of the Company's then
outstanding  securities without the prior approval of at least two-thirds of the
members of the Company's Board of Directors in office  immediately prior to such
Person  attaining such  percentage  interest or (b) more than 50% of the persons
serving as directors of the Company cease to be directors during any twenty-four
(24) month period,  except as a result of death or  resignation.  "Person" shall
have  the  meaning  of such  term as used  in  Section  13(d)  and 14 (d) of the
Securities  and  Exchange  Act of 1934,  and as such  Sections  may be hereafter
amended.  "Beneficial  Owner" shall have the definition of such terms as defined
in Rule 13d-3 under the Securities Exchange Act of 1934, and as such Rule may be
hereafter amended.

11. Transferability.

     No Option shall be assignable or transferable  except by will and/or by the
laws of descent and distribution  and, during the life of any Participant,  each
Option granted to the Participant may be exercised only by the Participant.


                                      -4-
<PAGE>

12. Ceasing to be an Officer or Director.

     (a)  Termination.  If a  Participant  terminates  service  as an officer or
          director  for any  reason  other  than  those set forth in clause  (b)
          below, any outstanding  Option held by the Participant shall terminate
          on the earlier of the date on which such Option would otherwise expire
          or sixty (60) days  after such  termination;  provided,  however,  and
          notwithstanding  anything in this Plan to the  contrary,  that if such
          Participant's  service  is  terminated  for  cause,  in such event any
          outstanding   Option   held  by  the   Participant   shall   terminate
          immediately.

     (b)  Disability, Death or Retirement. If a Participant's service as an
          officer or director is terminated by disability (which condition
          constitutes total disability under the federal Social Security Acts),
          death, or retirement upon attaining age sixty-five (65) or early
          retirement with the approval of the Board of Directors at an age of
          not less than 59 and one half (59 1/2), any outstanding Option held by
          the Participant may be exercised by the Participant or the
          representative of the Participant's estate or beneficiaries thereof to
          whom the Option has been transferred until the earlier of the date on
          which such Option would otherwise expire or twelve (12) months after
          such termination.

13. Duration of Plan.

     Unless sooner  terminated,  the Plan shall remain in effect for a period of
five years after the Effective Date and shall thereafter  terminate.  No Options
may be granted  after the  termination  of this Plan;  provided,  however,  that
termination of the Plan shall not affect any Options previously  granted,  which
Options  shall remain in effect until  exercised,  surrendered  or canceled,  or
until they have expired, all in accordance with their terms.

14. Changes in Capital Structure.

     In the event of changes in the  outstanding  common stock of the Company by
reasons  of  stock   dividends,   stock  splits,   recapitalizations,   mergers,
consolidations, combination or exchange or shares, separations, reorganizations,
or liquidations,  the number of Shares available under the Plan in the aggregate
and the number of Shares as to which  Options may be granted to any  Participant
shall be correspondingly  adjusted by the Committee.  In addition, the Committee
shall  make  appropriate  adjustments  in  the  number  of  Shares  as to  which
outstanding Options, or portions thereof then unexercised,  shall relate, to the
end that the  Participant's  appropriate  interest shall be maintained as before
the occurrence of such event;  such  adjustment  shall be made without change in
the total  price  applicable  to the  unexercised  portion of Options and with a
corresponding adjustment in the option price per Share.


                                      -5-
<PAGE>

15. Rights as Shareholder.

     A  Participant  entitled to Shares as a result of the exercise of an Option
shall not be deemed for any purpose to be, or have rights as, a  shareholder  of
the Company by virtue of such exercise, except to the extent a stock certificate
is issued  therefor and then only from the date such  certificate is issued.  No
adjustments  shall be made for  dividends or  distributions  or other rights for
which the record date is prior to the date such stock certificate is issued.

16. Expenses.

     The expense of this Plan shall be paid by the Company.

17. Compliance with Applicable Law.

     Notwithstanding  anything herein to the contrary,  the Company shall not be
obligated to cause to be issued or delivered any certificates  evidencing Shares
to be  delivered  pursuant to the  exercise  of an Option,  unless and until the
Company  is  advised by its  counsel  that the  issuance  and  delivery  of such
certificates  is in  compliance  with all  applicable  laws and  regulations  of
governmental  authority.  The Company shall in no event be obligated to register
any  securities  pursuant to the  Securities Act of 1933 (as now in effect or as
hereafter  amended) or to take any other  action in order to cause the  issuance
and delivery of such certificates to comply with any such law or regulation. The
Committee  may  require,  as a condition  of the  issuance  and delivery of such
certificates  and in order to ensure  compliance with such laws and regulations,
that the Participant make such covenants,  agreements and representations as the
Committee, in it sole discretion, deems necessary and desirable.

18. Application of Funds.

     Any cash proceeds  received by the Company from the sale of Shares pursuant
to options will be used for general corporate purposes.

19. Amendment of the Plan.

     The Board may from time to time suspend or discontinue  this Plan or revise
or amend it in any respect  whatsoever;  provided,  however,  that any amendment
requiring  approval under Rule 16b- 3, as in effect on the Effective Date and as
it may be subsequently  amended,  shall not be made without the further approval
of the holders of at least a majority of the outstanding shares of the Company's
common stock; and provided,  further, that the provisions of Sections 6 and 7.b.
of this Plan may not be amended  more than once every six (6) months,  except as
otherwise   provided  in  or  permitted  by  Rule  16b-3.  No  such  suspension,
discontinuance,  revision  or  amendment  shall in any  manner  affect any grant
theretofore made without the consent of the Participant or the transferee of the
Participant, unless necessary to comply with applicable law.


                                      -6-


</TEXT>
</DOCUMENT>
