RECITALS

                                                                  EXHIBIT 10.2.2
 
            AMENDMENT NO. ONE TO EMPLOYMENT AGREEMENT


     Amendment No. One, dated as of April 1, 1994, to Employment
Agreement, dated as of March 1, 1994, 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 XXXXXXX X. XXXXXX of
Danbury, Connecticut ("Executive").

                            RECITALS

     WHEREAS, the Bank and the Executive mutually desire to amend
the Employment Agreement, dated as of March 1, 1994.

     NOW THEREFORE, the parties agree as follows:

     1. Section 5(b) of the Employment Agreement shall be amended
to include the following sentence as the new last sentence of such
Section:

     "In no event, however, shall the lump-sum payment
     described in the fourth sentence of this Section 5(b) be
     equal to or in excess of three times the Executive's then
     annual base salary."

     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. One to Employment Agreement shall be
construed pursuant to and in accordance with the laws of the State
of Connecticut.


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

                         NORWALK SAVINGS SOCIETY


                         By_____________________________________
                           Chairman of the Board of Directors

                         EXECUTIVE


                        __________________________________
                        Xxxxxxx X. Xxxxxx