AMERICAN BANK OF CONNECTICUT 1998 INCENTIVE STOCK OPTION PLAN

ARTICLE I. Purpose of the Plan. The Plan shall be known as the American Bank of Connecticut 1998 Incentive Stock Option Plan (“Plan”). The purpose of the Plan is to attract and retain the best available personnel for positions of substantial responsibility and to provide additional incentive to employees of the American Bank of Connecticut (“Bank”) or any future parent or subsidiary of the Bank. It is intended that options issued pursuant to this Plan shall constitute incentive stock options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.

ARTICLE II. Definitions. As used herein, the following definitions shall apply.

(a)   “Bank” shall mean American Bank of Connecticut.

(b)   “Board” shall mean the Board of Directors of the Bank.

(c)   “Change of Control” shall mean the acquisition as a result of a tender offer, merger or consolidation of fifty-one percent (51%) or more of the issued and outstanding capital stock of the Bank by any person, firm or corporation, the adoption of a plan of liquidation of the Bank or changes in the makeup of a majority of the Board of Directors if such changes result from a tender or exchange offer, a merger or similar transaction, or a contested election.

(d)   “Common Stock” shall mean common stock, par value One Dollar ($1.00) per share, of the Bank.

(e)   “Code” shall mean the Internal Revenue Code of 1986, as amended.

(f)   “Committee” shall mean the Stock Option Committee appointed by the Board in accordance with paragraph 4(a) of the Plan.

(g)   “Effective Date” of this Plan is January 1, 1998.

(h)   “Employee” shall mean any person employed by the Bank or by any future Parent or Subsidiary of the Bank.

(i)   “Option” shall mean a stock option granted pursuant to this Plan.

(j)   “Optioned Stock” shall mean the stock subject to an Option granted pursuant to the Plan.

(k)   “Optionee” shall mean an Employee who receives an option.

(l)   “Parent” shall mean any future corporation which would be a “parent corporation” as defined in Subsections 424(e) and (g) of the Code.

(m)   “Plan” shall mean the American Bank of Connecticut 1998 Incentive Stock Option Plan.

(n)   “Subsidiary” shall mean any future corporation which would be a “subsidiary corporation” as defined in Subsections 424(f) and (g) of the Code.

(o)   “Ten Percent Employee” shall mean an Employee who, immediately before an Option is granted to him, owns stock representing more than ten percent (10%) of the voting power or value of all classes of stock of the Bank.

ARTICLE III. Shares Subject to the Plan. Except as otherwise required by the provisions of paragraph 10 hereof, the aggregate number of shares of Common Stock deliverable upon the exercise of Options pursuant to the Plan shall not exceed Two Hundred Forty Thousand (240,000). Such shares may either be authorized but unissued or treasury shares.

If an Option should expire or become unexercisable for any reason without having been exercised in full, the unpurchased shares which were subject thereto shall, unless the Plan shall have been terminated, be available for the grant of other Options under the Plan.

ARTICLE IV. Administration of the Plan.

(a)   Composition of Option Committee . The Plan shall be administered by a Stock Option Committee (“Committee”) consisting of not less than three directors of the Bank appointed by the Board, Employees who are designated by the Committee shall be eligible to receive an Option under the Plan, and all persons designated as members of the Committee shall be “disinterested persons” within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934.

(b)   Powers of the Committee . The Committee is authorized (but only to the extent not contrary to the express provisions of the Plan or to resolutions adopted by the Board) to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan, to determine the form and content of Options to be issued under the Plan and to make other determinations necessary or advisable for the administration of the Plan, and shall have and may exercise such other power and authority as may be delegated to it by the Board from time to time. A majority of the entire Committee shall const