Exhibit 4.1     New Hampshire Thrift Bancshares, Inc. 1996 Stock Option Plan




                      NEW HAMPSHIRE THRIFT BANCSHARES, INC.
                                STOCK OPTION PLAN

         SECTION 1.01. PURPOSE. The purpose of this New Hampshire Thrift
Bancshares, Inc. Stock Option Plan (the "Plan") is to promote the growth and
general prosperity of New Hampshire Thrift Bancshares, Inc. (the "Company") and
its subsidiary corporations by permitting the Company to grant options to
purchase shares of its $1.00 par value common stock (the "Common Stock.). The
Plan is designed to help attract and retain superior personnel for positions of
substantial responsibility with the Company and its subsidiary corporations and
to provide key employees and directors with an additional incentive to
contribute to the success of the Company and those subsidiary corporations. Key
employees eligible for the Plan shall be all salaried employees. The Company
intends that options may be granted pursuant to the provisions of the Plan which
will qualify as "incentive stock options" within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code") and Treasury
Regulations promulgated thereunder, as well as options which do not qualify as
incentive stock options ("nonqualified options") As used in the Plan, the terms
parent corporation" and "subsidiary corporation" shall have the meanings set
forth in subsections (e) and (f), respectively, of Section 424 of the Code.

         SECTION 2.01. ADMINISTRATION. The Plan as it relates to incentive stock
options shall be administered by the Board of Directors of the Company or by a
committee of the Board of Directors consisting of three or more directors to
whom administration of the Plan has been delegated by resolution of the Board of
Directors and none of whom are eligible to receive stock options under the Plan
except as provided in Section 2.03(b). The members of that committee are
hereafter referred to as the "Plan Administrators." Actions of the Plan
Administrators shall be taken by majority vote or by unanimous written consent.
All Plan Administrators shall be disinterested persons within the meaning of
Rule 16b-3(d)(3) of the General Rules and Regulations under the Securities
Exchange Act of 1934.

         SECTION 2.02. AUTHORITY OF PLAN ADMINISTRATORS. Subject to the
provisions of the Plan, and with a view to effecting its purpose, the Plan
Administrators shall have sole authority, in their absolute discretion with
respect to incentive stock options, (a) to construe and interpret the Plan, (b)
to define the terms used herein, (c) to prescribe, amend, and rescind rules and
regulations relating to the Plan, (d) to determine, based upon criteria to be
established by the Plan Administrators, the individual employees to whom
incentive stock options to purchase stock shall be granted under the Plan, (e)
to determine the time or times at which incentive stock options shall be granted
to employees under the 




Plan, (f) to determine the number of shares of Common Stock subject to each
incentive stock option, the option price and the duration of each incentive
stock option granted under the Plan, (g) to determine all of the other terms and
conditions of incentive stock options granted under the Plan, and (h) to make
all other determinations necessary or advisable for the administration of the
Plan and do everything necessary or appropriate to administer the Plan. All
decisions, determinations and interpretations made by the Plan Administrators
shall be binding and conclusive on all participants in the Plan and on their
legal representatives, heirs and beneficiaries. The Plan Administrators shall
endeavor to ensure that option agreements entered into with employees pursuant
to the Plan meet all the requirements for incentive stock options described in
Section 422 of the Code.

         SECTION 2.03. TERMS, CONDITIONS AND METHOD OF GRANT.

         (a) INCENTIVE STOCK OPTIONS. The terms and conditions of incentive
stock options granted under the Plan may differ from one another in such manner
as the Plan Administrators, in their absolute discretion, shall determine as
long as incentive stock options granted under the Plan satisfy the requirements
of the Plan. No employee who receives an incentive stock option (the "optionee")
shall have any rights with respect to an option granted under the Plan unless
the optionee shall have executed and delivered to the Plan Administrators an
option agreement (with a copy of the Plan attached). The option agreement shall
be in the form and shall contain such provisions consistent with the Plan as the
Plan Administrators, acting with the benefit of legal counsel, shall deem
advisable. No option under the Plan shall be granted the exercise of which
shall be conditioned upon the exercise of any other option under the Plan or any
other plan designed to confer incentive stock option treatment to options
granted thereunder.

         (b) NONQUALIFIED STOCK OPTIONS. Each director shall receive a
nonqualified stock option to acquire shares of Common Stock as of the day after
each annual meeting of shareholders of the Company. Such option shall be
exercisable in full at any time before the anniversary of the date it is
granted. [or with a vesting schedule] Such option shall be reflected in an
option agreement in the form attached hereto as Exhibit A.


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         SECTION 3.01. MAXIMUM NUMBER OF SHARES OF COMMON STOCK SUBJECT TO THE
PLAN. Subject to the provisions of Section 13.01, the maximum aggregate number
of shares that may be optioned and sold under the Plan is 168,424 [10% of
outstanding at time adopted by board] shares of authorized and unissued Common
Stock. If any of the options granted under the Plan expire or terminate for any
reason before they have been exercised in full, the unpurchased stock subject to
those expired or terminated options shall again be available for the purposes of
the Plan.

         SECTION 4.01. ELIGIBILITY AND PARTICIPATION. Only key management,
full-time employees of the Company or its subsidiaries, who are not directors of
the Company, shall be eligible for selection by the Plan Administrators to
participate in the Plan and receive incentive stock options. As used herein, the
term "full-time employee" shall mean any person employed by the Company or its
subsidiaries in return for salary, wages or other compensation, whose employment
shall be on a regular as opposed to a part-time or job basis. All directors of
the Company shall participate in the Plan with respect to nonqualified stock
options.

         SECTION 5.01. EFFECTIVE DATE AND TERM OF PLAN. The Plan shall become
effective upon its adoption by the Board of Directors of the Company (the
"Effective Date"), subject to approval of the Plan by the stockholders of the
Company, as provided in Section 15.01. The Plan shall continue in effect for a
term of ten years from the Effective Date unless sooner terminated under Section
14.01.

         SECTION 5.02. DURATION OF OPTIONS. Each incentive stock option and all
rights thereunder granted pursuant to the terms of the Plan shall expire on the
date determined by the Plan Administrators, but in no event shall any incentive
stock option granted under the Plan expire later than ten (10) years from the
date on which the option is granted. Each nonqualified stock option shall expire
on the 10th anniversary of the date on which it was granted. In addition, each 
option shall be subject to early termination as provided in the Plan.

         SECTION 5.03. PURCHASE PRICE. The purchase price for shares of Common
Stock acquired pursuant to the exercise (in whole or in part) of any stock
option granted under this Plan shall be not less than the fair market value of
the stock at the time of the grant of the option. Fair market value shall be
determined by the Plan Administrators on the basis of those factors they deem
appropriate; provided that the Plan Administrators shall make a good faith
effort to determine such fair market value

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in selecting such factors, and provided further, that if at the time the
determination is made the Common Stock is admitted to trading on a national
securities exchange, the fair market value of the shares shall be not less than
the mean between the high bid and asked prices reported for the Common Stock on
that exchange on the day or most recent trading day preceding the date on which
the option is granted. The phrase "national securities exchange. shall include
the National Association of Securities Dealers Automated Quotation System and
the over-the-counter market.

         SECTION 5.04. TERM AND PURCHASE PRICE OF OPTION GRANTED TO MORE THAN
TEN PERCENT STOCKHOLDER. Notwithstanding anything to the contrary in Sections
5.02 and 5.03, if an incentive stock option is to be granted to an optionee who
at the time the option is granted owns (or under Section 424(d) of the code is
deemed to own) more than ten percent of the voting power or value of all classes
of stock of the Company or of any parent corporation or subsidiary corporation
of the Company, (i) that option by its terms shall not be exercisable after the
expiration of five years after the date that option is granted, and (ii) the
purchase price for shares acquired pursuant to the exercise (in whole or in
part) of that option shall be at least 110 percent of the fair market value (as
determined under Section 5.03) of the shares subject to the option at the time
the option is granted.

         SECTION 5.05. MAXIMUM AMOUNT OF INCENTIVE STOCK OPTIONS IN ANY CALENDAR
YEAR. The maximum aggregate fair market value (determined as of the time the
option is granted) of Common Stock for which any optionee may be granted
incentive stock options (as defined in Section 422(b) of the Code) which first
become exercisable in any calendar year under all stock option plans of the
Company, or of any parent corporation or subsidiary corporation of the Company,
shall not exceed $100,000.

         SECTION 6.01. EXERCISE OF OPTIONS BY OPTIONEE.

         (a) INCENTIVE STOCK OPTIONS. Each incentive stock option shall be
exercisable in one or more installments during its term, and the right to
exercise may be cumulative as determined by the Plan Administrators. No
incentive stock option may be exercised for a fraction of a share of Common
Stock or other than on a business day of the Company. The full purchase price of
any shares purchased shall be paid at the time of exercise of the option by a
combination of cash, certified or cashier's check payable to the order of the
Company or shares of Common Stock. If any portion of the purchase price is paid
in shares of Common Stock, those shares shall be tendered at their then fair
market value, as determined 



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by the Plan Administrators in accordance with Section 5.03 of the Plan. No
option may be exercised on a date later than ten years from the date it is
granted or, if earlier, the date on which it otherwise expiries in accordance
with its terms or the terms of this Plan.

         (b) NONQUALIFIED STOCK OPTIONS. Each nonqualified stock option shall be
exercisable in full throughout its term. no nonqualified stock option may be
exercised for a fraction of a share oF Common Stock or other than on a business
day of the Company. The full purchase price of any shares purchased shall be
paid at the time of exercise of the option by a combination of cash, certified
or cashier's check payable to the order of the Company or shares of Common
Stock. If any portion of the purchase price is paid in shares of Common Stock,
those shares shall be tendered at their then fair market value, as determined by
the Plan Administrators in accordance with Section 5.03 of the Plan. No
nonqualified stock option may be exercised on a date later than
[ten] years from the date it is granted or, if earlier, the date on which it
otherwise expires in accordance with its terms or the terms of this Plan.

         SECTION 6.02. EXERCISE OF OPTIONS BY ESTATE OR BENEFICIARIES.

         (a) INCENTIVE STOCK OPTIONS. Subject to the provisions of Section
12.01, if an incentive stock option shall have been transferred to an estate of
an optionee, or to any beneficiary thereof who shall have acquired such option
by bequest or inheritance by reason of the death of such optionee, the option
shall be exercisable in the same manner as if exercised by such optionee
pursuant to Section 6.01. Notwithstanding the provisions of Section 9.01, the
executor or administrator of such estate or the beneficiary thereof, may
exercise such incentive stock option within [twelve months] following the death
of such optionee, provided, however, that the exercise of such option shall
otherwise be pursuant to the terms of such option. Such incentive stock options,
if so exercised, shall be eligible for treatment under Section 422 of the Code
without regard to whether such executor, administrator or beneficiary is then
employed by the Company, provided the optionee shall have met the employment
requirements of the Plan at the date of death thereof or within three (3) months
prior to such date of death. If an incentive stock option shall not be exercised
by an optionee prior to the expiration of the applicable holding period of
Section 422(a)(1) of the Code, the executor, administrator or beneficiary of the
estate of such optionee may exercise such option, and such option shall be
treated as an incentive stock option, without regard to whether the shares of
Common Stock acquired thereunder shall be disposed of prior to the expiration of
such applicable period.



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         (b) NONQUALIFIED STOCK OPTIONS. Subject to the provisions of Section 
12.01, if a nonqualified stock option shall have been transferred to an estate
of an optionee, or to any beneficiary thereof who shall have acquired such
option by bequest or inheritance by reason of the death of such optionee, the
option shall be exercisable in the same manner as if exercised by such optionee
pursuant to Section 6.01. Notwithstanding the provisions of Section 9.01, the
executor or administrator of such estate or the beneficiary thereof, may
exercise such nonqualified stock option within [twelve months] following the
death of such optionee, provided, however, that the exercise of such option
shall otherwise be pursuant to the term of such option.

         SECTION 6.03. WRITTEN NOTICE REQUIRED. Any option granted pursuant to
the terms of the Plan shall be considered exercised when written notice of that
exercise, together with the investment representations described in Section
7.01, if any, have been given to the Company at its principal office by the
person entitled to exercise the option and full payment for the shares with
respect to which the option is exercised has been received by the Company. Upon
receipt thereof, and in connection with the transfer of Common Stock, the
Company shall provide optionee with a written statement containing the
information required by Section 6039(a) of the Code.

         SECTION 6.04. LIMITATION ON EXERCISE. In the event an optionee shall
exercise his or her option to acquire Common Stock in whole or in part, with
shares of Common Stock previously acquired thereby through the exercise of an
incentive stock option, all such shares shall have been held by each optionee
for the applicable periods provided by Code Section 422(a)(1) prior to their
tender to the Company in exercise of such option.

         SECTION 7.01. COMPLIANCE WITH STATE AND FEDERAL LAWS. Shares of Common
Stock shall not be issued with respect to any option granted under the Plan
unless the exercise of that option and the issuance and delivery of the Common
Stock pursuant to that exercise shall comply with all relevant provisions of
state and federal laws, rules and regulations, and the requirements of any stock
exchange upon which the Common Stock may then be listed, and shall be further
subject to the approval of counsel for the Company with respect to that
compliance. If any law or any regulation of any federal or state body having
jurisdiction shall require the Company or the optionee to take any action in
connection with the shares specified in the optionee's notice, then the date for
the delivery of the shares shall be adjourned until the completion of the
necessary action. The Plan Administrators also shall

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require (to the extent required by applicable laws, rules and regulations) an
optionee to burnish evidence satisfactory to the Company (including a written
and signed representation letter and a consent to be bound by any transfer
restrictions imposed by law, legend condition, or otherwise) that the Common
Stock is being purchased only for investment and without any present intention
to sell or distribute the Common Stock in violation of any law, rule or
regulation. Further, each optionee shall consent to the imposition of a legend
on the shares of Common Stock subject to his or her option restricting their
transferability as may be required by applicable laws, rules and regulations.

         SECTION 8.01. EMPLOYMENT OF OPTIONEE. In connection with the granting
of incentive stock options, THE Plan Administrator may provide that a particular
option will not be exercisable in whole OR IN PART FOR A period of time, and
then only if the optionee remains an employee of the Company until that time.
Nothing in the Plan (including the foregoing sentence) or in any option
agreement entered into under the Plan shall confer upon any optionee any right
to continued employment by the Company, or limit in any way the right of the
Company at any time to terminate or alter the terms of that employment.

         SECTION 9.01. OPTION RIGHTS UPON TERMINATION OF EMPLOYMENT.

         (a) Incentive Stock Options. If an optionee ceases to be employed by
the Company, without regard to the anticipated duration of that unemployment,
for any reason other than death or permanent and total disability, his or her
incentive stock option shall immediately terminate, unless an option agreement
allows the option to be exercised (to the extent exercisable on the date of
termination of employment) at any time within three (3) months after the date of
termination of employment. For this purpose the employment relationship in
respect of which an incentive stock option shall have been granted shall be
deemed to continue while the optionee to whom said option shall have been
granted shall be on military leave, leave on account of illness or other bona
fide leave determined in the discretion of the Plan Administrators, provided the
period of such leave shall not exceed ninety (90) days, or if longer, so long as
the right of the optionee to reemployment with the Company is guaranteed either
by operation of law or contract. If such reemployment is not so guaranteed by
operation of law or contract, then such employment relationship shall be deemed
to terminate on the ninety-first (91st) day of such leave.


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         (b) Nonqualified Stock Options. IF an optionee ceases to be a director
of the Company for any reason other than death or permanent and total
disability, his or her nonqualified stock option shall immediately terminate,
unless an option agreement allows the option to be exercised (to the extent
exercisable on the date he ceases to be a director) at a time following such
termination.

         SECTION 10.01. OPTION RIGHTS UPON DEATH OR DISABILITY. Except as
OTHERWISE LIMITED BY the Plan Administrators at the time of the grant of an
incentive stock option, if an optionee dies or becomes permanently and totally
disabled within the meaning of Section 105(d)(4) of the Code while employed by
the Company, or dies within three months after ceasing to be an employee
thereof, his or her option shall expire one year after the date of death or the
date of permanent and total disability unless either the option agreement or the
Plan otherwise provides for earlier termination. During that one year (or
shorter) period, the unexercised portion of the incentive stock option may be
exercised by the optionee, if living, OR by the person or persons to whom the
optionee's rights under the option shall pass BY WILL OR by the laws of descent
and distribution, but only to the extent that the optionee is entitled to
exercise the option at the date of death or the date of permanent and total
disability, as the case may be.

         SECTION 11.01. PRIVILEGES OF STOCK OWNERSHIP. Notwithstanding the
exercise of any option granted pursuant to the Plan, no optionee shall have any
of the rights or privileges of a stockholder of the Company in respect of any
shares of Common Stock issuable upon the exercise of his or her option until the
optionee becomes a stockholder of record.

         SECTION 12.01. OPTIONS NOT TRANSFERABLE. Options granted pursuant to
the terms of the Plan may not be sold, pledged, assigned or transferred in any
manner other than by will or the laws of descent or distribution and may be
exercised during the lifetime of an optionee only by that optionee.

         SECTION 13.01. ADJUSTMENT FOR CHANGES IN CAPITALIZATION OR
ORGANIZATION;ACCELERATION OF RIGHT TO EXERCISE OPTION. All options granted
pursuant to the Plan shall be adjusted in a manner prescribed by this section.

         (a) If the outstanding shares of the Common Stock of the Company are
increased, decreased, changed into, or exchanged for a different number or kind
of shares or securities through recapitalization, reclassification, stock
dividend, stock split or reverse stock split, an appropriate and

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proportionate adjustment shall be made in the maximum number and kind of shares
of stock as to which options may be granted under the Plan. A corresponding
adjustment changing the number or kind of shares of stock allocated to
unexercised options or portions thereof, which shall have been granted prior to
any such change, shall likewise be made. Any such adjustment in outstanding
options shall be made without change in the aggregate purchase price applicable
to the unexercised portion of the option, but with a corresponding adjustment in
the price for each share of stock or other unit of any security covered by the
option.

         (b) Upon the effective date of the dissolution or liquidation of the
Company, or of a reorganization, merger, combination or consolidation of the
Company with one or more other corporations in which the Company is not the
surviving corporation, or of the transfer of substantially all of the assets or
stock of the Company to another corporation, the Plan and any option theretofore
granted hereunder shall terminate unless provision is made in writing in
connection with that transaction for the continuance of the Plan and for the
assumption of options theretofore granted hereunder, or the substitution for
those options of new options covering the stock of the successor corporation, or
a parent or subsidiary thereof, with appropriate adjustments, as determined or
approved by the Plan Administrators, as to the number and kind of shares of
stock subject to the substituted options and prices therefor, in which event the
Plan and the options theretofore granted, or the new options substituted
therefor, shall continue in the manner and under the terms so provided. For the
purposes of the preceding sentence, the excess of the aggregate fair market
value of the shares subject to the option immediately after the substitution or
assumption over the aggregate option price of those shares shall not be more
than the excess of the aggregate fair market value of the shares subject to the
option immediately before the substitution or assumption over the aggregate
option price of those shares, and the new option or assumption of the old option
shall not give the optionee additional benefits which the optionee did not have
under the old option.

         In the event of (i) such dissolution, liquidation, reorganization,
merger, combination, consolidation or sale or transfer of assets or stock in
which provision is not made in the transaction, prior to the receipt of
regulatory approval of such transaction, for the continuance of the Plan and for
the assumption of options theretofore granted or the substitution for those
options of new options covering the securities of a successor corporation or a
parent or subsidiary thereof, each optionee (or that person's estate or a person
who acquired the right to exercise the option from the optionee by bequest or




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inheritance) shall be entitled, after the receipt of such regulatory approval
and prior to the effective date of the consummation of any such transaction, to
purchase, in whole or in part, the full number of shares of Common Stock under
the option or options granted to him or her which he or she would otherwise have
been entitled to purchase during the remaining term of the option and without
regard to any otherwise applicable exercise restrictions set forth in the option
agreement. To the extent that any such exercise relates to stock that is not
otherwise available for purchase through the exercise of the option by the
optionee at that time, the exercise shall be contingent upon the consummation of
that dissolution, liquidation, reorganization, merger, combination,
consolidation, or sale or transfer of assets or stock.

         (c) Notwithstanding the foregoing, in the event of a complete
liquidation of a subsidiary corporation, or in the event that such corporation
ceases to be a subsidiary corporation as that term is defined herein, any
unexercised incentive stock options theretofore granted to an employee of the
subsidiary corporation shall be deemed cancelled three months after the
occurrence of any such event unless the employee shall become employed by the
Company or by any other subsidiary corporation on or before the occurrence of
any such event.

         SECTION 14.01. TERMINATION AND AMENDMENT OF PLAN. The Plan shall
terminate ten years after the Effective Date, and no options shall be granted
under the Plan after that termination date; provided, however, that termination
of the Plan shall not terminate any option granted prior thereto, and options
granted prior to termination of the Plan and existing at the time of termination
of the Plan shall continue to be subject to all the terms and conditions of the
Plan as if the Plan had not terminated. Subject to the limitation contained in
Section 14.02, the Plan Administrators may at any time amend or revise the terms
of the Plan (including the form and substance of the option agreements to be
used hereunder), provided that no amendment or revision shall (i) increase the
maximum aggregate number of shares of Common Stock provided for in Section 3.01
that may be sold pursuant to options granted under the Plan, except with the
approval of the stockholders of the Company and the Commissioner of Banks for
the State of New Hampshire or except as required under the provisions of Section
13.01(a),(ii) permit the granting of an option to anyone other than as provided
in Section 4.01, (iii) increase the maximum term provided for in Sections 5.02
and 5.04 of any option, or (iv) change the minimum purchase price for shares of
Common Stock under Sections 5.03 and 5.04.



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         SECTION 14.02. PRIOR RIGHTS AND OBLIGATIONS. No amendment, suspension
or termination of the Plan shall, without the consent of the optionee, alter or
impair any of that optionee's rights or obligations under any option granted
under the Plan prior to that amendment, suspension or termination.

         SECTION 15.01. APPROVAL OF STOCKHOLDERS. Within 12 months before or
after its adoption by the Board of Directors of the Company, as provided by
Section 5.01, the Plan must be approved by stockholders of the Company holding
at least two-thirds of the voting stock of the Company voting in person or by
proxy at a duly held stockholders' meeting. Options may be granted under the
Plan prior to obtaining those approvals, subject to the limitations of Section
14.01 concerning the period during which options may be granted, but those
options shall be contingent upon those approvals being obtained and may not be
exercised prior to the receipt of those approvals.

         SECTION 16.01. RESERVATION OF SHARES OF COMMON STOCK. The Company,
during the term of the Plan, will at all times reserve and keep available a
sufficient number of shares of Common Stock to satisfy the requirements of the
Plan. In addition, the Company will from time to time, as is necessary to
accomplish the purposes of the Plan, seek to obtain from any regulatory agency
having jurisdiction any requisite authority in order to grant options under the
Plan and to issue and sell shares of Common Stock hereunder. The inability of
the Company to obtain from any regulatory agency having jurisdiction the
authority deemed by the Company's counsel to be necessary to the lawful issuance
and sale of Common Stock hereunder shall relieve the Company of any liability in
respect of the nonissuance or sale of the stock as to which the requisite
authority shall not have been obtained.

         SECTION 17.01. HEADINGS. The headings of the sections of the Plan are
for convenience only and shall not be considered or referred to in resolving
questions of interpretation.

         SECTION 18.01. BROKERS' COMMISSIONS. No commission may be paid to
brokers on the sale by the Company to the optionee of stock that is optioned and
sold under the Plan.

         SECTION 19.01. ADOPTION. The Plan has been adopted by a resolution duly
adopted by Board of Directors of the Company on _________________, 199_.


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