Exhibit 10.4.5

 
           AMENDMENT NO. FOUR TO EMPLOYMENT AGREEMENT


     Amendment No. Four, dated as of ________________, 1997, to
Employment Agreement, dated as of March 1, 1994, amended by
Amendment No. One dated as of April 1, 1994, Amendment No. Two
dated as of March 1, 1995, and Amendment No. Three dated as of
November 7, 1995, between NORWALK SAVINGS SOCIETY, a capital stock
savings bank organized and existing under the laws of the State of
Connecticut with headquarters located in Norwalk, Connecticut (the
"Bank"), and MARCUS I. BRAVERMAN of Yorktown Heights, New York
("Executive").

                            RECITALS


     WHEREAS, the Bank and the Executive mutually desire to amend
the Employment Agreement.

     NOW THEREFORE, the parties agree as follows:

     1.   Section 1 of the Agreement shall be amended to provide
that the term of employment shall be extended to March 1, 2001,
unless subsequently extended or sooner terminated as provided in
the Agreement.

     2.   This Agreement may be executed in one or more
counterparts, all of which taken together shall constitute one and
the same instrument.

     3.   This Amendment No. Four to Employment Agreement shall be
construed pursuant to and in accordance with the laws of the State
of Connecticut.  The Agreement shall otherwise remain in full force
and effect as originally written, except that the Change of Control
provisions of Section 11 have been and are superseded by a separate
agreement regarding change of control between the Executive and the
Bank.

     IN WITNESS WHEREOF, the parties have executed this Amendment
No. Four to Employment Agreement on the date first above written.

                         NORWALK SAVINGS SOCIETY


                         By
                            -------------------------------------
                            Chairman of the Board of Directors


                         EXECUTIVE

                         
                         -----------------------------------------
                             Marcus I. Braverman