Exhibit 10.2.1

                      EMPLOYMENT AGREEMENT

     This Employment Agreement, dated as of March 1, 1994, is
between NORWALK SAVINGS SOCIETY, a mutual savings bank organized
and existing under the laws of the State of Connecticut with
headquarters located in Norwalk, Connecticut (the "Bank"), and
CHARLES F. HOWELL of Danbury, Connecticut ("Executive").

                            RECITALS

     Executive has worked for the Bank for approximately 25 years,
most recently as Executive Vice President and Chief Operating
Officer.

     The Bank desires to enter into an Employment Agreement with
Executive for several primary reasons:  (1) to provide Executive
with additional job security, particularly in the event that the
Bank experiences a change-of-control; (2) to provide further
incentive to Executive in the discharge of his responsibilities to
the Bank; (3) to further define Executive's duties and terms of
employment; and (4) to obtain certain contractual commitments from
Executive not present in the existing, at-will employment
arrangement.

     The Executive desires to enter into an Employment Agreement
primarily to obtain contractual commitments from the Bank not
present in his existing, at-will employment arrangement.

     The Bank and Executive contemplate that the Bank will: (i)
disclose to Executive information concerning the Bank's business
affairs, including certain confidential information; and (ii) 
assist Executive in establishing good will and rapport with certain
customers of the Bank.  The use by Executive of this information,
good will and rapport in competing with or in aiding others in
competing with the Bank would have a detrimental effect on future
profitable operations of the Bank.

     NOW THEREFORE, in consideration of the mutual promises and
covenants hereinafter described, the parties agree as follows:

1.   Term of Employment. The Bank agrees to employ Executive, and
     Executive agrees to accept employment with the Bank for  a
     term commencing on March 1, 1994 and continuing for a period
     of three (3) years, unless subsequently extended or sooner
     terminated as provided in this Agreement (the "Employment
     Period").

2.   Duties.

     (a)  During the Employment Period, Executive shall perform the
          duties and exercise the powers relating to the office of