UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q
(Mark One)

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

         For the quarterly period ended    September 30, 1996
         -----------------------------------------------------                 
                                       OR


[ ]      TRANSITION  REPORT  PURSUANT  TO  SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 For the transition  period from  ______________ to
         _____________

                         Commission file number 0-12936
                                                -------

                             Westport Bancorp, Inc.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Delaware                                            06-1094350 
--------------------------------------------------------------------------------
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or  organization)                            Identification No.)

                 87 Post Road East, Westport, Connecticut 06880
          ------------------------------------------------------------
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (203) 222-6911
               --------------------------------------------------
              (Registrant's telephone number, including area code)

                                      N/A
--------------------------------------------------------------------------------
                    (Former name, former address and former
                   fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes  X    No
                                      ----     -----


                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date:

At  October  31,  1996,  there were  6,070,281  outstanding  shares of  Westport
Bancorp, Inc.'s common stock, par value $.01 per share.



<PAGE>

PART I -- FINANCIAL INFORMATION

ITEM 1 -- FINANCIAL STATEMENTS.
--------------------------------------------------------------------------------



                             WESTPORT BANCORP, INC.
                      CONSOLIDATED STATEMENTS OF CONDITION
                       ($ in thousands, except share data)
<TABLE>
<CAPTION>

                                                                                                September 30,           December 31,
                                                                                                        1996                   1995
            ------------------------------------------------------------------------------------------------------------------------
                                                                                                 (unaudited)
<S>                                                                                                 <C>                    <C>     
             ASSETS:
             Cash and due from banks                                                                $ 19,423               $ 24,113
             Federal funds sold                                                                        8,500                 14,500
            ------------------------------------------------------------------------------------------------------------------------
               Cash and cash equivalents                                                              27,923                 38,613
            ------------------------------------------------------------------------------------------------------------------------
             Securities available for sale, at market value                                           92,995                 85,338
            ------------------------------------------------------------------------------------------------------------------------
             Loans                                                                                   185,487                178,052
             Allowance for loan losses                                                                (3,115)                (2,854)
            ------------------------------------------------------------------------------------------------------------------------
               Loans - net                                                                           182,372                175,198
            ------------------------------------------------------------------------------------------------------------------------
             Premises and equipment - net                                                              3,418                  4,933
             Accrued interest receivable                                                               2,380                  2,247
             Other assets                                                                              3,664                  6,588
            ------------------------------------------------------------------------------------------------------------------------
             TOTAL ASSETS                                                                           $312,752               $312,917
            ========================================================================================================================
             LIABILITIES AND STOCKHOLDERS' EQUITY:
             Liabilities:
             Noninterest-bearing deposits                                                           $ 72,437               $ 78,421
             Interest-bearing deposits                                                               188,795                196,249
            ------------------------------------------------------------------------------------------------------------------------
               Total deposits                                                                        261,232                274,670
            ------------------------------------------------------------------------------------------------------------------------
             Short-term borrowings                                                                    22,681                  7,733
             Other liabilities                                                                         3,207                  6,232
            ------------------------------------------------------------------------------------------------------------------------
               Total liabilities                                                                     287,120                288,635
            ------------------------------------------------------------------------------------------------------------------------
             Stockholders' equity:
               Preferred stock - $.01 par value; authorized 2,000,000
                 shares; outstanding 39,600 shares at September 30, 1996,                                  1                      1
                 41,850 at December 31, 1995
               Common  stock - $.01 par  value;  authorized  20,500,000  shares;
                 outstanding, 6,070,281 shares at September 30, 1996,
                 5,433,665 shares at December 31, 1995                                                    60                     54
               Additional paid in capital                                                             23,488                 22,980
               Retained earnings                                                                       2,662                  1,285
               Net unrealized depreciation on securities
                 available for sale, net of tax                                                         (579)                   (38)
            ------------------------------------------------------------------------------------------------------------------------
                 Total stockholders' equity                                                           25,632                 24,282
            ------------------------------------------------------------------------------------------------------------------------
             TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                             $312,752               $312,917
            ========================================================================================================================
</TABLE>

             See notes to consolidated financial statements.

                                        2

<PAGE>

                             WESTPORT BANCORP, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                     ($ in thousands, except per share data)
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                     Three Months Ended                 Nine Months Ended
                                                                          September 30,                     September 30,
                                                                      1996             1995              1996              1995
            ----------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>               <C>                <C>               <C>    
             INTEREST INCOME:
             Loans                                               $  4,068          $  3,977           $12,191           $12,152
             Securities                                             1,416             1,132             4,087             3,079
             Federal funds sold and other                              43                48               147               120
            ----------------------------------------------------------------------------------------------------------------------
                  Total interest income                             5,527             5,157            16,425            15,351
            ----------------------------------------------------------------------------------------------------------------------
             INTEREST EXPENSE:
             Deposits                                               1,388             1,349             4,236             3,597
             Short-term borrowings                                    213               129               618               786
            ----------------------------------------------------------------------------------------------------------------------
                  Total interest expense                            1,601             1,478             4,854             4,383
            ----------------------------------------------------------------------------------------------------------------------
             Net interest income                                    3,926             3,679            11,571            10,968
             Provision for loan losses                                250               375               850             1,125
            ----------------------------------------------------------------------------------------------------------------------
             Net interest income after provision
                  for loan losses                                   3,676             3,304            10,721             9,843
            ----------------------------------------------------------------------------------------------------------------------
             OTHER OPERATING INCOME:
             Trust fees                                               513               486             1,459             1,355
             Service charges on deposit accounts                      369               324             1,068             1,010
             Realized security gains (losses) - net                    24                 4                37             (229)
             Loan sale gains - net                                     68                 7               153                45
             Mortgage service fees                                     32                36                97               101
             Other                                                    148               134               484               417
            ----------------------------------------------------------------------------------------------------------------------
                  Total other operating income                      1,154               991             3,298             2,699
            ----------------------------------------------------------------------------------------------------------------------
             OTHER OPERATING EXPENSE:
             Salaries and benefits                                  1,469             1,411             4,444             4,171
             Professional fees                                        803               211             1,360               623
             Occupancy - net                                          373               366             1,135             1,057
             Data processing                                          135               141               425               423
             Furniture and equipment                                   78                73               244               211
             Other insurance premiums                                  45                54               135               166
             FDIC insurance premiums                                    1                17                 2               370
             Other                                                    330               482             1,088             1,297
            ----------------------------------------------------------------------------------------------------------------------
                  Total other operating expense                     3,234             2,755             8,833             8,318
            ----------------------------------------------------------------------------------------------------------------------
             Income before income taxes                             1,596             1,540             5,186             4,224
             Income taxes (benefit)                                   876              (585)            2,367            (1,143)
            ----------------------------------------------------------------------------------------------------------------------
             NET INCOME                                           $   720          $  2,125           $ 2,819           $ 5,367
            ======================================================================================================================

             Earnings Per Common Share                           $   0.07         $    0.20           $  0.27           $  0.52
            ======================================================================================================================
             Weighted average number of common
                shares and common equivalent
                shares outstanding                             10,905,309        10,474,022        10,584,240        10,295,922
            ======================================================================================================================
</TABLE>

                 See notes to consolidated financial statements.

                                        3

<PAGE>


                             WESTPORT BANCORP, INC.
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                ($ in thousands)
                                   (unaudited)




<TABLE>
<CAPTION>

                                                                                                                 
                                                                                                                  Net
                                                                                                              Unrealized
                                                                                                             Appreciation/
                                    Preferred Stock           Common Stock                                  (Depreciation)
                                    ---------------           ------------      Additional    Retained      on Securities
                                   Number of               Number of             Paid in      Earnings    Available for Sale,
                                    Shares      Amount      Shares     Amount     Capital     (Deficit)      Net of Tax       Total
------------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>      <C>        <C>           <C>       <C>        <C>               <C>         <C>    
Balance, January 1, 1995              43,950   $     1    3,211,752     $   32    $21,459    $  (4,680)        $ (414)     $16,398
------------------------------------------------------------------------------------------------------------------------------------
Net Income                               ---       ---          ---        ---        ---         5,367          ---         5,367
Issuance of Common Stock -
  Warrants exercised                     ---       ---    1,997,000         21      1,477           ---          ---         1,498
  Employee Options exercised             ---       ---        9,000        ---         18           ---          ---            18
  Conversion of Preferred Stock       (1,600)      ---      160,000          1         (1)          ---          ---           ---
  Dividend Reinvestment and
    Stock Purchase Plan                  ---       ---        2,615        ---         12           ---          ---            12
Dividends -
    Preferred Stock                      ---       ---          ---        ---        ---          (170)         ---          (170)
    Common Stock                         ---       ---          ---        ---        ---          (215)         ---          (215)
Change in net unrealized depreciation
  on securities available for sale,
  net of tax                             ---       ---          ---        ---        ---           ---          324           324
------------------------------------------------------------------------------------------------------------------------------------
Balance, September 30, 1995           42,350   $     1    5,380,367     $   54    $22,965        $  302        $ (90)      $23,232
====================================================================================================================================


------------------------------------------------------------------------------------------------------------------------------------
Balance, January 1, 1996              41,850   $     1    5,433,665     $   54    $22,980      $  1,285        $ (38)      $24,282
------------------------------------------------------------------------------------------------------------------------------------
Net Income                               ---       ---          ---        ---        ---         2,819          ---         2,819
Issuance of Common Stock -
  Warrants exercised                     ---       ---      325,500          3        242           ---          ---           245
  Employee Options exercised             ---       ---       85,000          1        261           ---          ---           262
  Conversion of Preferred Stock       (2,250)      ---      225,000          2         (2)          ---          ---           ---
  Dividend Reinvestment and
    Stock Purchase Plan                  ---       ---        1,116        ---          7           ---          ---             7
Dividends -
    Preferred Stock                      ---       ---          ---        ---        ---          (576)         ---          (576)
    Common Stock                         ---       ---          ---        ---        ---          (866)         ---          (866)
Change in net unrealized depreciation
  on securities available for sale,
  net of tax                             ---       ---          ---        ---        ---           ---          (541)        (541)
------------------------------------------------------------------------------------------------------------------------------------
Balance, September 30, 1996           39,600  $      1    6,070,281     $   60    $23,488      $  2,662        $ (579)     $25,632
====================================================================================================================================
</TABLE>


 See notes to consolidated financial statements.


                                        4

<PAGE>

                             WESTPORT BANCORP, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                ($ in thousands)
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                                                        Nine Months Ended
                                                                                                           September 30,
                                                                                                    1996                  1995
          -----------------------------------------------------------------------------------------------------------------------
<S>                                                                                            <C>                   <C>      
           OPERATING ACTIVITIES:
           Net income                                                                          $   2,819              $   5,367
           Adjustments to reconcile net income to
             net cash provided by operating activities:
               Provision for loan losses                                                             850                  1,125
               Deferred tax provision (benefit)                                                    2,254                 (1,218)
               Depreciation, amortization and accretion                                              613                    626
               Provision for and losses on other real estate owned - net                             ---                    162
               Loss on sale of bank premises-net                                                       5                    ---
               Loan sale gains - net                                                                (153)                   (45)
               Realized security (gains) losses - net                                                (37)                   229
               Increase in accrued interest receivable                                              (133)                  (254)
               Decrease (increase) in other assets                                                   959                   (382)
               Increase (decrease) in other liabilities                                           (3,007)                 1,190
          -----------------------------------------------------------------------------------------------------------------------
               Net cash provided by operating activities                                           4,170                  6,800
          -----------------------------------------------------------------------------------------------------------------------
           INVESTING ACTIVITIES:
           Proceeds from maturities of securities -
               Available for sale                                                                 22,493                   ---
               Held to maturity                                                                      ---                 1,000
           Proceeds from sales of securities -
               Available for sale                                                                  8,587                28,859
           Principal collected on securities                                                       3,519                 4,100
           Purchases of securities -
               Available for sale                                                                (43,245)              (43,904)
               Held to maturity                                                                      ---                (4,999)
           Increase in loans - net                                                               (17,321)               (6,390)
           Loans repurchased by the FDIC                                                             ---                 1,988
           Proceeds from sales of loans                                                            9,450                12,763
           Proceeds from sale of bank premises                                                     1,199                   ---
           Purchase of loans                                                                         ---                  (997)
           Proceeds from sales of other real estate owned                                             60                   279
           Purchases of premises and equipment                                                      (184)                 (496)
          -----------------------------------------------------------------------------------------------------------------------
               Net cash used in investing activities                                             (15,442)               (7,797)
          -----------------------------------------------------------------------------------------------------------------------
           FINANCING ACTIVITIES:
           Decrease in noninterest-bearing deposits - net                                         (5,984)               (1,144)
           Decrease in interest-bearing deposits - net                                            (7,454)               (5,958)
           Increase in short-term borrowings - net                                                14,948                   251
           Proceeds from issuance of Common Stock - net                                              514                 1,528
           Dividends                                                                              (1,442)                 (385)
          -----------------------------------------------------------------------------------------------------------------------
               Net cash provided by financing activities                                             582                 6,208
          -----------------------------------------------------------------------------------------------------------------------
           Increase (decrease) in cash and cash equivalents                                      (10,690)                5,211
           Cash and cash equivalents at beginning of year                                         38,613                17,924
          -----------------------------------------------------------------------------------------------------------------------
               Cash and cash equivalents at end of period                                      $  27,923             $  23,135
          =======================================================================================================================
</TABLE>

See notes to consolidated financial statements.

                                        5

<PAGE>

                             WESTPORT BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)


NOTE 1 - UNAUDITED FINANCIAL STATEMENTS

The  accompanying   unaudited  consolidated  financial  statements  include  the
accounts of Westport Bancorp, Inc. ("Bancorp") and its subsidiary,  The Westport
Bank & Trust Company (the "Bank")  (together,  the "Company").  The consolidated
financial  statements have been prepared in accordance  with generally  accepted
accounting   principles  for  interim   financial   information   and  with  the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes  required by generally accepted
accounting principles for complete financial statements.  In preparing Bancorp's
interim financial statements, management has made estimates and assumptions that
affect the  reported  amounts of assets  and  liabilities  as of the date of the
consolidated  statements of condition  and the reported  amounts of revenues and
expenses for the periods.  Actual future results could differ significantly from
these estimates.  In the opinion of management,  all adjustments  (consisting of
normal recurring accruals) necessary for a fair presentation have been included.
Operating  results are not  necessarily  indicative  of the results  that may be
expected for the year ended December 31, 1996. For further information, refer to
the  consolidated   financial  statements  and  footnotes  thereto  included  in
Amendment No. 1 to the Company's Annual Report on Form 10-K/A for the year ended
December 31, 1995.

Certain  prior year  amounts  have been  reclassified  to conform  with the 1996
presentation.


NOTE 2 - MERGER AGREEMENT

On June 21, 1996,  Bancorp and the Bank entered into the  Agreement  and Plan of
Merger (the "Agreement") with HUBCO, Inc. ("HUBCO").  Pursuant to the Agreement,
at the Effective Time (as defined in the Agreement),  the Company will be merged
with and into HUBCO (the "Merger"), and HUBCO will be the surviving corporation.
Under the Agreement at HUBCO's  option,  at the Effective Time, the Bank will be
merged (the "Bank Merger") with HUBCO's principal Connecticut bank subsidiary or
with another subsidiary of HUBCO, if HUBCO has no Connecticut bank subsidiary at
the Effective Time. In this  connection,  the Bank entered into an agreement and
plan of merger,  dated as of July 15, 1996,  with  Lafayette  American  Bank and
Trust  Company,  a  Connecticut  bank and trust  company  wholly-owned  by HUBCO
("Lafayette"),  pursuant  to  which  the  Bank  will be  merged  with  and  into
Lafayette,  with  Lafayette as the surviving  bank.  The Bank Merger is subject,
among  other  things,  to the  consummation  of the Merger and to the receipt of
appropriate regulatory approvals.

Pursuant to the Agreement,  in the Merger,  each share of common stock, $.01 par
value, of the Company ("WBI Common Stock"),  issued and outstanding  immediately
prior to the Effective Time (excluding treasury shares and shares held by HUBCO)
will be converted at the Effective  Time into the right to receive  .332175 of a
share of HUBCO common stock, no par value  (representing an adjusted ratio under
the Agreement based on HUBCO's recent declaration of a 3% stock dividend).  Each
outstanding share of Westport Bancorp Series A convertible




                                        6

<PAGE>

preferred  stock will be converted  into one share of a newly created  series of
HUBCO convertible  preferred stock having  substantially  identical terms to the
Westport Bancorp preferred stock. Stock options which, as of the Effective Time,
are  outstanding  and vested  (including  options that became  exercisable  as a
result of the transactions  contemplated by the Agreement) (each a "Vested Stock
Option") will be converted at the Effective Time into HUBCO Common Stock,  based
upon the value of the Vested Stock  Option,  to the extent  permitted  under the
plans and  agreements  under which such Vested Stock  Options were granted (each
Vested Stock Option so converted, a "Converting Stock Option"). If conversion of
any Vested Stock Option is not permitted under the plan or agreement under which
such  Vested  Stock  Option was  granted  without  the  consent of the  optionee
affected thereby,  Bancorp,  in consultation with HUBCO, will use its reasonable
best efforts to obtain the consent of the  necessary  parties to amend such plan
and/or  agreement to permit such  conversion  and to cause Vested Stock  Options
outstanding  at the Effective Time to be Converting  Stock  Options.  Each stock
option  outstanding at the Effective Time (i) which is not a Vested Stock Option
or (ii)  which is a Vested  Stock  Option  and which is not a  Converting  Stock
Option will be  converted  into an option to purchase  HUBCO  Common Stock based
upon the value of the stock option.

The  Agreement is subject to a number of conditions  including,  but not limited
to, approval by Bancorp's  shareholders and approval (or waiver, as appropriate)
of regulatory agencies. On October 24, 1996, at a special meeting, the Agreement
was  approved  and adopted by Bancorp's  shareholders.  In  addition,  HUBCO and
Bancorp have received all necessary  approvals (or waiver,  as appropriate) from
Federal regulators and the Connecticut Bank Commissioner.

Professional  fees incurred by Bancorp in connection with the Merger amounted to
$582,000 as of September  30, 1996,  which have been  expensed  during the third
quarter of 1996.  Bancorp's  management  anticipates  the  Merger  will close in
mid-December  1996,  subject to the  satisfaction  or waiver of other  customary
closing  conditions.  HUBCO  expects to  account  for the merger as a pooling of
interests.


NOTE 3 - REGULATORY MATTERS

During  January  1996,   representatives   of  the  State  of  Connecticut  Bank
Commissioner completed a routine examination of the Bank as of October 30, 1995.
Other  than  minor  suggestions  for  improvements,  there  were no  significant
examination   findings   which  are  believed  to  have   potentially   negative
implications for the Bank.

The Federal Reserve Board and the Federal Deposit Insurance Corporation ("FDIC")
require  bank  holding  companies  and  banks,  respectively,   to  comply  with
guidelines  based upon the ratio of capital to total  assets  adjusted for risk,
and the ratio of Tier 1 capital  to total  quarterly  average  assets  (leverage
ratio).










                                        7

<PAGE>


The following  summarizes the minimum capital requirements and Bancorp's capital
position (there are no significant  differences between the Bank's and Bancorp's
capital ratios) at September 30, 1996.

<TABLE>
<CAPTION>

                                                                         Bancorp's                  Minimum Capital
Capital Ratio                                                        Capital Position                  Requirements
-------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>                         <C> 
Total Capital to Risk-Weighted Assets                                    14.91%                      8.0%

Tier 1 Capital to Risk-Weighted Assets                                   13.65                       4.0

Tier 1 Capital to Average Assets (Leverage Ratio)                         8.68                       3.0(1)
</TABLE>



(1)  An  additional  1% to 2% is  required  for all but the  most  highly  rated
     institutions.


The Federal  Deposit  Insurance Act ("FDIA"),  as amended by the Federal Deposit
Insurance  Corporation  Improvement  Act of 1991  ("FDICIA"),  establishes  five
classifications   for  banks  on  the  basis  of  their  capital  levels:   well
capitalized,    adequately    capitalized,    undercapitalized,    significantly
undercapitalized  and  critically  undercapitalized.  At September 30, 1996, the
Company  was "well  capitalized"  under FDIA,  as amended,  based upon the above
capital  ratios.  Deterioration  of economic  conditions  and real estate values
could  adversely  affect  future  results,  leading to increased  levels of loan
charge-offs,  provision  for loan losses and  nonaccrual  loans,  affecting  the
ability of the  Company to maintain  the well  capitalized  classification,  and
resulting in reductions in income and total capital.


NOTE 4 - INCOME TAXES

Effective  January 1, 1996, the Company began providing  income taxes at regular
federal and state tax rates,  having fully  recognized  the financial  statement
benefit of its net operating loss  carryforwards in 1995. The Company's  federal
and state  income  tax  provision  for the  first  nine  months of 1996  totaled
$2,367,000;  cash payments for income taxes during the period totaled  $150,000.
The Company's tax provision for the first nine months of 1995 included a current
federal  and state tax  provision  totaling  $75,000  and a  $1,218,000  benefit
resulting from the reversal of a previously  established  deferred tax valuation
allowance.  For the nine month period ended September 30, 1995, the Company made
cash payments for income taxes totaling $78,000.

As of  September  30,  1996,  the  Company  has  aggregate  net  operating  loss
carryforwards  of  approximately  $1.1  million  for federal  purposes  and $1.7
million for state purposes to offset future income for tax return purposes.






                                        8

<PAGE>

At September 30, 1996, the Company had a net deferred tax asset of approximately
$1.0 million  representing  anticipated  future utilization of its net operating
loss  carryforwards  as an  offset  against  future  taxable  income  and  other
temporary differences.

The $0.6 million  unrealized  loss on available for sale  securities  during the
first nine months of 1996 is excluded  from the  consolidated  statement of cash
flows because no cash was involved.


NOTE 5 - EARNINGS PER SHARE

Earnings per share are  computed by dividing net income by the weighted  average
number of common shares and common share equivalents outstanding.

For the quarters  ended  September 30, 1996 and 1995, the  computation  includes
6,069,273 and 5,373,006 weighted average shares outstanding,  respectively,  and
876,036 and 866,016 weighted  average common  equivalent  shares,  respectively,
under the  treasury  stock  method.  The earnings  per share  computations  also
include 3,960,000 and 4,235,000 weighted average common shares in 1996 and 1995,
respectively, issuable upon the assumed conversion of preferred stock.

For the nine month periods ended  September 30, 1996 and 1995,  the  computation
includes   5,777,194  and  4,469,681   weighted   average  shares   outstanding,
respectively,  and 800,696 and  1,522,669  weighted  average  common  equivalent
shares,  respectively,  under the treasury stock method.  The earnings per share
computations  also include  4,006,350 and 4,303,571  weighted  average shares in
1996 and 1995,  respectively,  issuable upon the assumed conversion of preferred
stock.

There was no difference  between primary and fully diluted earnings per share in
the third quarters of 1996 and 1995 or in the nine month periods ended September
30, 1996 and 1995.


NOTE 6 - NEW ACCOUNTING STANDARDS

On January 1, 1996,  the  Company  adopted  Statement  of  Financial  Accounting
Standards No. 121 ("SFAS  121"),  "Accounting  for the  Impairment of Long-Lived
Assets  and for  Long-Lived  Assets to be  Disposed  Of".  SFAS 121  establishes
accounting   standards  for  the  impairment  of  long-lived   assets,   certain
identifiable  intangibles,  and goodwill  related to those assets to be held and
used and for  long-lived  assets  and  certain  identifiable  intangibles  to be
disposed  of. The  adoption of SFAS 121 did not have an impact on the  Company's
consolidated financial statements.

On January 1, 1996,  the  Company  adopted  Statement  of  Financial  Accounting
Standards No. 123 ("SFAS 123"), "Accounting for Stock-Based Compensation".  SFAS
123  establishes  financial  accounting and reporting  standards for stock-based
employee  compensation plans. The adoption of SFAS 123 did not have an impact on
the Company's consolidated financial statements.



                                        9

<PAGE>


ITEM 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
--------------------------------------------------------------------------------


RESULTS OF OPERATIONS

Overview

The  Company's  earnings  are largely  dependent  upon net  interest  income and
noninterest  income  from  its  community  banking  operations,  including  fees
generated by its Trust department. Net interest income is the difference between
interest  earned on the loan and  investment  portfolios  and  interest  paid on
deposits and other sources of funds.  Noninterest income is primarily the result
of fees  generated  by the Trust  department,  charges  related  to  transaction
activity from  commercial and retail  checking  accounts and gains from loan and
securities sales.

The Company reported net income for the first nine months of 1996 of $2,819,000,
or $0.27 per common  share  after  third  quarter  merger  related  expenses  of
$582,000  or $0.05 per common  share,  compared to net income of  $5,367,000  or
$0.52 per common  share for the  comparable  1995 period.  Effective  January 1,
1996, the Company began providing  income taxes at regular federal and state tax
rates,  having  fully  utilized  the  financial  statement  benefit  of its  net
operating loss  carryforwards in 1995. The 1996 third quarter and nine month tax
provisions of $0.9 million and $2.4 million, respectively,  compares with a $0.6
million and $1.1 million net tax benefit  recognized  during the same periods in
1995.  Excluding  non-recurring  gains and losses from the sale of loans  and/or
investment securities and merger related expenses, the Company's pretax earnings
from core  operations  were  $5,578,000 for the nine months ended  September 30,
1996,  an increase of 27% from core  earnings of  $4,408,000  for the first nine
months of 1995.  Contributing to the improved pre-tax results for the first nine
months of 1996,  as compared  to the same  period in 1995,  was a 33% decline in
nonperforming  assets and an increase in average earning assets,  which resulted
in a 7% increase in interest income.  In addition,  a reduction in the provision
for loan losses as a result of the overall  improvement in the credit quality of
the loan  portfolio,  an  increase  in Trust fee  income,  a  reduction  in FDIC
insurance  premiums and the elimination of realized security losses  contributed
to improved pre-tax earnings.

During the third quarter of 1996,  net income was $720,000,  or $0.07 per common
share,  compared to net income of $2,125,000,  or $0.20 per common share for the
comparable 1995 period.  The Company's third quarter pre-tax  earnings from core
operations were $2,086,000, which represented a 36% increase from $1,529,000 for
the comparable  1995 period.  Contributing  to the improvement in results in the
third quarter of 1996,  compared to the same period of 1995,  was an increase of
8% in average  interest-earning  assets, increases in fee income, a reduction in
the  provision  for loan  losses  and,  excluding  merger  related  expenses,  a
reduction in operating expenses.

Negatively  impacting  earnings  for the third  quarter and first nine months of
1996  was an  increase  in the  cost  and  volume  of  average  interest-bearing
liabilities, an increase in salaries and benefits associated with the opening of
a new branch  facility  during  the third  quarter  of 1996 and an  increase  in
professional fees related to the merger and executive compensation initiatives.




                                       10

<PAGE>

Bancorp's  leverage ratio at September 30, 1996 was 8.68%, and its total capital
to  risk-weighted  asset  ratio  was  14.91%,  which  exceeded  current  minimum
requirements.  See Note 3 to the accompanying  consolidated financial statements
for further discussion of regulatory matters.

The Company's results for 1996 continued to be impacted by the sluggish regional
economy and real estate market.  However,  during 1995 and the first nine months
of 1996,  management  has seen some  positive  trends,  including  the increased
stabilization  of the local  economy,  reduction in vacancy  rates,  and renewed
activity  in the real  estate  market,  which  have  had a  positive  effect  on
earnings.  A  deterioration  of the  economy  and/or real  estate  values  would
adversely affect results in 1996 and beyond,  and could lead to increased levels
of loan  charge-offs,  the  provision for loan losses and  nonaccrual  loans and
reductions in income and total capital.

On June 21, 1996,  Bancorp and the Bank entered into the  Agreement  and Plan of
Merger  with  HUBCO.  See  Note  2 to the  financial  statements  for a  further
discussion of the Agreement.

NET INTEREST INCOME

Net interest income is the difference between interest earned on loans and other
investments  and  interest  paid on  deposits  and other  sources of funds.  Net
interest  income is affected by a number of variables.  One such variable is the
interest rate spread, which represents the difference between the yield on total
average    interest-earning    assets   and   the   cost   of   total    average
noninterest-bearing and interest-bearing liabilities.

Net interest income was $11,571,000 for the first nine months of 1996,  compared
with  $10,968,000  for  the  comparable  1995  period,  an  increase  of 5.5% or
$603,000.  For the third quarter of 1996, net interest income increased $247,000
to $3,926,000, or 6.7% over the 1995 third quarter figure of $3,679,000. Factors
impacting interest income and expense are discussed below.

Total interest income amounted to $16,425,000 for the first nine months of 1996,
compared to $15,351,000  for the same period in 1995, an increase of 7.0%. A key
factor  relating to the higher level of total interest income for the first nine
months of 1996, compared to the same period for 1995, was an increase in average
earning assets of $19.7 million or 7.7%, to $275,968,000 from $256,244,000. This
increase in volume during the 1996 period  resulted in an additional  $1,019,000
of interest income. The average balance of investment securities, as a component
of earning assets, experienced the most significant increase from $70,385,000 in
1995 to  $89,622,000  in 1996,  an increase of 27.3%.  In  addition,  positively
impacting  the  first  nine  months  of 1996  was a 41.4%  decrease  in  average
nonaccrual loans compared to the nine months ended September 30, 1995.  However,
during the first  nine  months of 1996,  the yield on  average  interest-earning
assets decreased  slightly to 7.9% from 8.0% in 1995.  Positively  impacting the
second  quarter  of  1996,  average  earning  assets  increased  $22,305,000  to
$278,083,000,  an increase of 8.7%,  increasing interest income by $424,000.  In
addition,  average  nonaccrual  loans  declined 37.1% to $2,367,000 in the third
quarter of 1996 from $3,766,000 in the third quarter of 1995.


                                       11

<PAGE>


Total  interest  expense  for the first nine months of 1996 was  $4,854,000,  an
increase of 10.7% from $4,383,000 for the same period in 1995. This increase is,
in part, the result of a 4.7% increase in average interest-bearing  liabilities.
For  the  first  nine  months  of  1996,  average  interest-bearing  liabilities
increased to  $201,035,000  from  $192,041,000  for the comparable  1995 period,
resulting in an increase in interest expense of $396,000.  In addition,  average
interest costs on interest-bearing liabilities for the first nine months of 1996
increased  to 3.2%  from  3.1% for the  comparable  1995  period,  resulting  in
additional interest expense of $75,000.  For the third quarter of 1996, interest
expense  increased  $123,000  or 8.3%,  primarily  due to the 6.7%  increase  in
average  interest-bearing  liabilities.  Positively impacting results during the
three and nine month  periods  ended  September 30, 1996 was an increase of 6.3%
and  7.4%,   respectively,   in  the  average  balance  of   noninterest-bearing
liabilities as compared to the same periods in 1995.

Net  interest   margin   represents  net  interest  income  divided  by  average
interest-earning  assets.  For the first nine months of 1996,  the net  interest
margin declined to 5.6% from 5.7% in the comparable  1995 period.  For the third
quarter of 1996,  the net  interest  margin  also  declined to 5.6% from 5.7% as
compared  to the third  quarter  of 1995.  The net  interest  margin in 1996 was
negatively impacted by the increase in average interest-bearing  liabilities and
associated  costs,  offset in part, by the increase in average  interest-earning
assets.

Total interest income for the comparable periods of 1996 and 1995 was negatively
impacted by the level of nonaccrual loans,  averaging  $2,426,000 and $4,141,000
for the first nine months of 1996 and 1995, respectively. Further improvement in
net interest  income is dependent,  in part,  upon the  continued  resolution of
nonperforming loans.















                                       12

<PAGE>


The  following  table  sets  forth  a  comparison  of  average  earning  assets,
nonaccrual   loans,   average    interest-bearing    liabilities   and   related
interest-income  and expense for the three months ended  September  30, 1996 and
1995. Average balances are averages of daily closing balances.


<TABLE>
<CAPTION>

                                                                      Three Months Ended September 30,
   ---------------------------------------------------------------------------------------------------------------------------------
                                                                 1996                                           1995
   ---------------------------------------------------------------------------------------------------------------------------------
                                                Average       Income/     Average              Average       Income/         Average
                                                Balance       Expense       Rate               Balance       Expense            Rate
   ---------------------------------------------------------------------------------------------------------------------------------
                                                                              ($ in thousands)
<S>                                            <C>             <C>            <C>             <C>             <C>             <C> 
    Earning Assets:
      Accruing loans                           $180,688        $4,068          9.0%           $174,383        $3,977           9.1%
      Non-accruing loans                          2,367           ---          ---               3,766           ---           ---
   ---------------------------------------------------------------------------------------------------------------------------------
      Total loans                               183,055         4,068          9.0             178,149         3,977           8.9
      Investment securities                      91,714         1,416          6.2              74,344         1,132           6.1
      Federal funds sold
       and other                                  3,314            43          5.1               3,285            48           5.7
   ---------------------------------------------------------------------------------------------------------------------------------
    Total interest-earning
      assets                                   $278,083         5,527          7.9            $255,778         5,157           8.0
                                               ========         -----                         ========         -----

    Noninterest-bearing
      demand deposits                          $ 72,937           ---          ---            $ 68,599           ---           ---

    Interest-bearing
      liabilities:
       NOW and Money market                      73,845           325          1.8              68,210           296           1.7
       Savings                                   45,607           228          2.0              49,334           247           2.0
       Certificates of deposit                   64,348           826          5.1              60,616           792           5.2
       Other                                     16,779           222          5.3               9,754           143           5.8
   ---------------------------------------------------------------------------------------------------------------------------------
    Total interest-bearing
       liabilities                              200,579         1,601          3.2             187,914         1,478           3.1
   ---------------------------------------------------------------------------------------------------------------------------------

    Total noninterest-bearing
       deposits and interest-
       bearing liabilities                     $273,516         1,601          2.3            $256,513         1,478           2.3
                                               ========         -----                         ========         -----

    Net interest income(1)                                     $3,926                                         $3,679
   =================================================================================================================================

    Net interest margin(2)                                                     5.6%                                            5.7%
   =================================================================================================================================

    Interest rate spread(3)                                                    5.6%                                            5.7%
   =================================================================================================================================
</TABLE>

(1)  Interest  income includes fees on loans of $79,000 and $57,000 for 1996 and
     1995, respectively.

(2)  Net interest margin is net interest income divided by total average earning
     assets.

(3)  Interest rate spread is the  difference  between the yield on total average
     interest-earning  assets and the cost of total average  noninterest-bearing
     deposits and interest-bearing liabilities.

                                       13

<PAGE>

The  following  table  sets  forth  a  comparison  of  average  earning  assets,
nonaccrual   loans,   average    interest-bearing    liabilities   and   related
interest-income  and expense for the nine months  ended  September  30, 1996 and
1995. Average balances are averages of daily closing balances.



<TABLE>
<CAPTION>
                                                                                Nine Months Ended September 30,
    --------------------------------------------------------------------------------------------------------------------------------
                                                                 1996                                           1995
    --------------------------------------------------------------------------------------------------------------------------------
                                                Average       Income/        Average           Average       Income/         Average
                                                Balance       Expense           Rate           Balance       Expense            Rate
    --------------------------------------------------------------------------------------------------------------------------------
                                                                              ($ in thousands)
<S>                                            <C>            <C>             <C>             <C>            <C>              <C> 
    Earning Assets:
      Accruing loans                           $180,195       $12,191          9.0%           $179,020       $12,152           9.1%
      Non-accruing loans                          2,426           ---          ---               4,141           ---           ---
    --------------------------------------------------------------------------------------------------------------------------------
      Total loans                               182,621        12,191          8.9             183,161        12,152           8.9
      Investment securities                      89,622         4,087          6.1              70,385         3,079           5.8
      Federal funds sold
       and other                                  3,725           147          5.2               2,698           120           5.9
    --------------------------------------------------------------------------------------------------------------------------------
    Total interest-earning
      assets                                   $275,968        16,425          7.9            $256,244        15,351           8.0
                                               ========        ------                         ========        ------

    Noninterest-bearing
      demand deposits                          $ 71,602           ---          ---            $ 66,668           ---           ---

    Interest-bearing
      liabilities:
       NOW and Money market                      71,824           939          1.7              67,948           832           1.6
       Savings                                   45,815           681          2.0              52,701           783           2.0
       Certificates of deposit                   66,997         2,588          5.2              52,723         1,948           4.9
       Other                                     16,399           646          5.3              18,669           820           5.9
    --------------------------------------------------------------------------------------------------------------------------------
    Total interest-bearing
       liabilities                              201,035         4,854          3.2             192,041         4,383           3.1
    --------------------------------------------------------------------------------------------------------------------------------

    Total noninterest-bearing
       deposits and interest-
       bearing liabilities                     $272,637         4,854          2.4            $258,709         4,383           2.3
                                               ========         -----                         ========         -----

    Net interest income(1)                                    $11,571                                        $10,968
    ================================================================================================================================

    Net interest margin(2)                                                     5.6%                                            5.7%
    ================================================================================================================================

    Interest rate spread(3)                                                    5.5%                                            5.7%
    ================================================================================================================================
</TABLE>

(1)  Interest  income  includes  fees on loans of $259,000 and $163,000 for 1996
     and 1995, respectively.

(2)  Net interest margin is net interest income divided by total average earning
     assets.

(3)  Interest rate spread is the  difference  between the yield on total average
     interest-earning  assets and the cost of total average  noninterest-bearing
     deposits and interest-bearing liabilities.


                                       14

<PAGE>


The following  table  analyzes the changes  attributable  to the rate and volume
components of net interest income.


<TABLE>
<CAPTION>

                                              Three Months Ended Sept. 30,                  Nine Months Ended Sept. 30,
      ------------------------------------------------------------------------------------------------------------------------------
                                                       1996 vs 1995                                   1996 vs 1995
                                                    Increase/(decrease)                            Increase/(decrease)
                                                   due to change in(1):                            due to change in(1):
                                                                         Total                                             Total
                                           Volume         Rate          Change               Volume          Rate          Change
      ------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>            <C>              <C>               <C>           <C>               <C>    
  Interest Income:
    Loans                                $   154        $    (63)         $   91           $   120       $     (81)        $    39
    Investment securities                    270              14             284               856             152           1,008
    Federal funds sold and other             ---              (5)             (5)               43             (16)             27
 -----------------------------------------------------------------------------------------------------------------------------------
  Total interest income                      424             (54)            370             1,019              55           1,074
 -----------------------------------------------------------------------------------------------------------------------------------
  Interest Expense:
    Deposits and other interest-bearing
    liabilities:
      NOW & Money market                      25               4              29                41              66             107
      Savings                                (19)            ---             (19)              (94)             (8)           (102)
      Certificate of deposit                  48             (14)             34               540             100             640
      Other                                   93             (14)             79               (91)            (83)           (174)
 -----------------------------------------------------------------------------------------------------------------------------------
   Total interest expense                    147             (24)            123               396              75             471
 -----------------------------------------------------------------------------------------------------------------------------------
  Change in Net Interest Income          $   277          $   30         $   247           $   623      $      (20)        $   603
 ===================================================================================================================================
</TABLE>


(1)      Variances were computed as follows:
         Variance  due to  rate =  change  in  rate  multiplied  by old  volume.
         Variance due to volume = change in volume multiplied by old rate.
         Variance due to  rate/volume  prorated to rate and variance  volumes on
           the basis of gross value.


                                       15

<PAGE>

NONPERFORMING ASSETS

The following table sets forth the principal  portion of loans with principal or
interest  payments  contractually  past due 90 days or more,  nonaccrual  loans,
impaired  loans and other real estate owned at September 30, 1996,  December 31,
1995 and September 30, 1995.
<TABLE>
<CAPTION>

                                                                                                        % Change        % Change
                                                                                                       Sept. 30,       Sept. 30,
                                                                                                         1996 vs         1996 vs
                                                  Sept. 30,         Dec. 31,          Sept. 30,         Dec. 31,       Sept. 30,
                                                       1996             1995               1995             1995            1995
    -------------------------------------------------------------------------------------------------------------------------------
                                                              ($ in thousands)
<S>                                             <C>                <C>               <C>                   <C>             <C>   
    Loans 90 days or more past due, on accrual status:
      Mortgage:
         Secured by residential
         property                               $       ---        $       5         $      105            (100)%          (100)%
         Commercial and other                           187              ---                ---              N/M             N/M
      Commercial                                        144              ---                 59              N/M             144
      Home equity                                        40              149                ---             (73)             N/M
      Consumer and other                                ---                4                  6            (100)           (100)
    -------------------------------------------------------------------------------------------------------------------------------
                                                        371              158                170              135             118
    -------------------------------------------------------------------------------------------------------------------------------
    Nonaccrual loans
      Mortgage:
         Secured by residential
         property                                       590               85                529              N/M              12
         Commercial and other                         1,390            1,098              1,098               27              27
      Commercial                                        461              813              1,770             (43)            (74)
    -------------------------------------------------------------------------------------------------------------------------------
                                                      2,441            1,996              3,397               22            (28)
    -------------------------------------------------------------------------------------------------------------------------------

    Impaired accruing loans                           1,048              447              2,172              134            (52)
    -------------------------------------------------------------------------------------------------------------------------------

      Total nonperforming loans                       3,860            2,601              5,739               48            (33)

    Other real estate owned                             ---              ---                ---              ---             ---
    -------------------------------------------------------------------------------------------------------------------------------

      Total nonperforming assets                  $   3,860         $  2,601           $  5,739              48%            (33)%
    ===============================================================================================================================
</TABLE>

       N/M = not measurable or not meaningful.


The  increase in  nonperforming  loans at  September  30,  1996,  as compared to
December 31, 1995, is in part  attributable  to the addition of five  nonaccrual
loans of which four  totaling $0.6 million are secured by  residential  property
and one totaling  $0.4 million is secured by commercial  property.  In addition,
one  commercial  mortgage  totaling  $0.8  million was added to impaired  loans.
However,  management  believes  all of  these  loans  are  well  secured  and is
aggressively pursuing the collection of these loans.






                                       16

<PAGE>

On January 1, 1995,  the  Company  adopted  Statement  of  Financial  Accounting
Standards No. 114 ("SFAS  114"),  "Accounting  by Creditors for  Impairment of a
Loan",  and  Statement of Financial  Accounting  Standards No. 118 ("SFAS 118"),
"Accounting  by Creditors  for  Impairment  of a Loan - Income  Recognition  and
Disclosures".  SFAS  114  and  118  address  the  accounting  by  creditors  for
impairment  of certain  loans and the  recognition  of interest  income on these
loans and  requires  that  impairment  of these loans be  measured  based on the
present value of expected future cash flows  discounted at the loan's  effective
interest rate or the fair value of  collateral.  A loan is considered  impaired,
based on current information and events, if it is probable that the Company will
be unable to collect the  scheduled  payments of principal and interest when due
according to the contractual  terms of the loan agreement.  The adoption of SFAS
114 and 118 on  January  1,  1995  has not  materially  affected  the  Company's
financial statements or the amount of the allowance for loan losses.

Interest  payments  received on accruing impaired loans are recorded as interest
income. Interest payments received on nonaccruing impaired loans are recorded as
reductions of loan principal.

At September 30, 1996, the recorded investment in loans for which impairment has
been recognized in accordance with SFAS 114 and 118 totaled $3,489,000, of which
$2,441,000 were nonaccrual loans. At September 30, 1996, the valuation allowance
related to all impaired loans totaled  $840,000 and is included in the allowance
for loan  losses.  For the three months ended  September  30, 1996,  the average
recorded  investment in impaired  loans was  approximately  $3.4 million.  Total
interest in the amount of $26,000 was  recognized  on  accruing  impaired  loans
during the quarter.

At September 30, 1996, the Company had no commitments to lend  additional  funds
to borrowers  with loans that have been  classified  as  impaired.  The level of
nonperforming  assets has had a  significant  negative  impact on the  Company's
capital and earnings over the last five years.  Although  management  recognizes
that the level of  nonperforming  assets is still high,  it is encouraged by the
downward  trend  since  1990 and the 33%  decline  from  September  30,  1995 to
September 30, 1996.

It is the  Company's  policy to  discontinue  the  accrual of interest on loans,
including impaired loans, when, in the opinion of management, a reasonable doubt
exists as to the timely collection of the amounts due. Additionally,  regulatory
requirements  generally  prohibit the accrual of interest on certain  loans when
principal or interest is due and remains unpaid for 90 days or more,  unless the
loan is both well secured and in the process of collection.

Operating  results  since  1989 have  been  adversely  impacted  by the level of
nonperforming  assets caused by the deterioration of borrowers'  ability to make
scheduled  interest and principal  payments  caused  primarily by the decline in
real estate values,  a severe  slowdown in business  activity and a high rate of
unemployment.  In addition to foregone revenue, the Company has had to provide a
high level of provision for loan losses and has incurred significant  collection
costs and costs  associated  with the management  and  disposition of foreclosed
properties.  However,  during 1994 and 1995 and continuing into 1996, management
has seen some positive trends including the increased stabilization of the local
economy,  reduction in vacancy  rates,  and renewed  activity in the real estate
market, which have had a positive effect on earnings.


                                       17

<PAGE>

The  characteristics  of the real estate market since 1989 include a substantial
decline in real estate property values and a significant  increase in the amount
of time that properties remain on the market prior to sale. Factors contributing
to the  depressed  market  conditions  are an over supply of  properties  on the
market and a continued sluggish local economy. As a result, the most significant
increases in  nonperforming  loans since 1989 have been in  commercial  mortgage
loans,  residential  mortgage  loans and real estate related  commercial  loans.
Management  has seen some recent  improvement  in the real estate market and the
local  economy,  which has had a  positive  effect  on its  efforts  to  resolve
nonperforming loans.  Management is aggressively  pursuing the collection of all
nonperforming  loans.  Management's  efforts  to return  nonperforming  loans to
performing status may be hampered by market factors.

The following table  summarizes the activity on nonaccrual loans for the periods
ended September 30, 1996 and 1995.
<TABLE>
<CAPTION>

                                                                                                              % Change
                                                                                                             Sept. 30,
                                                                                                               1996 vs
                                                                                                             Sept. 30,
                                                               1996                      1995                     1995
-------------------------------------------------------------------------------------------------------------------------
                                                            ($ in thousands)
<S>                                                         <C>                       <C>                         <C>  
Balance, January 1,                                         $ 1,996                   $ 4,316                     (54)%
-------------------------------------------------------------------------------------------------------------------------

Additions                                                     1,858                     2,089                     (11)
-------------------------------------------------------------------------------------------------------------------------

Less:
  Repayments                                                    485                     2,080                     (77)
  Charge-offs                                                   608                       405                      50
  Reinstate accruing                                            260                       523                     (50)
  Transfer to OREO                                               60                       ---                     100
-------------------------------------------------------------------------------------------------------------------------
Total resolved                                                1,413                     3,008                     (53)
-------------------------------------------------------------------------------------------------------------------------

Balance, September 30,                                      $ 2,441                   $ 3,397                     (28)%
=========================================================================================================================
</TABLE>

N/M = not measurable or not meaningful.


Included  in the  additions  for the first  nine  months of 1996 are four  loans
totaling $0.6 million which are secured by  residential  properties and one loan
totaling $0.4 million secured by commercial property.  Management believes these
loans are well  secured and is  aggressively  pursuing the  collection  of these
loans.  The remaining  $0.9 million of loans placed on nonaccrual  status during
the first nine months of 1996 includes $0.6 million of commercial  loans,  which
loans have subsequently been resolved by repayment or chargeoff.

In addition to the loans classified as nonperforming in the preceding table, the
Bank's internal loan review function has identified  approximately  $0.7 million
of loans with more than normal  credit  risk.  Management  believes  the payment
history of these loans indicates the borrowers may have difficulty in the future
in meeting all of the terms of the contractual agreements.  These loans, as well
as nonperforming  loans, have been considered in the analysis of the adequacy of
the allowance for loan losses.


                                       18

<PAGE>

ALLOWANCE FOR LOAN LOSSES

Management  evaluates the adequacy of the allowance for loan losses on a regular
basis by  considering  various  factors,  including  past loan loss  experience,
delinquent  and  nonperforming  loans and the  quality  and level of  collateral
securing these loans, inherent risks in the loan portfolio, and current economic
and real estate market conditions.  Management has performed a loan-by-loan risk
assessment  of  each  classified  loan  and  of a  substantial  portion  of  the
performing commercial and commercial mortgage portfolios resulting in a specific
reserve based on loss exposure.  An additional general reserve is also allocated
to each of these  portfolios  as well as to the  residential  mortgage and other
loan  portfolios  on an overall  basis,  based upon the risk  category  and loss
experience of the given portfolio.  Based upon this review,  management believes
that,  in the  aggregate,  the  allowance of $3,115,000 at September 30, 1996 is
adequate to absorb  probable  loan losses  inherent in the loan  portfolio.  The
adverse real estate market in Fairfield County, the Company's past reliance upon
commercial  real estate lending,  the level of charge-offs  during the past five
years and the level of nonperforming loans are factors which are considered when
the adequacy of the allowance for loan losses is reviewed. There is no assurance
that the Company will not be required to make  increases to the allowance in the
future in response to changing economic conditions or regulatory examinations.

The increase in the  allowance  for loan losses from  $2,854,000 at December 31,
1995 to $3,115,000 at September 30, 1996 reflects  $820,000 of loan  charge-offs
during the period,  a provision  for loan losses of $850,000 and  recoveries  of
$231,000.  The charge-offs in 1996 primarily relate to loans on which a specific
reserve had been  allocated  at  December  31,  1995 based on  anticipated  loss
exposure.

It is the Company's  policy to  charge-off  loans against the allowance for loan
losses when losses are certain. Such decisions are based upon an analysis of the
loan,  a judgment  as to the  borrower's  ability to repay and the  adequacy  of
collateral.

The following table summarizes other selected loan and allowance for loan losses
information at September 30, 1996, December 31, 1995 and September 30, 1995.

<TABLE>
<CAPTION>

                                                           September 30,             December 31,           September 30,
                                                               1996                      1995                     1995
-------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>                    <C>                      <C>     
Allowance for loan losses                                  $  3,115                  $  2,854                 $  3,277
Nonaccrual loans                                              2,441                     1,996                    3,397
Nonperforming loans (1)                                       3,860                     2,601                    5,739
Allowance for loan losses
  as a % of nonaccrual loans                                    128%                      143%                      96%
Allowance for loan losses
  as a % of nonperforming loans                                  81%                      110%                      57%
Allowance for loan losses
  as a % of loans outstanding                                  1.68%                     1.60%                    1.84%

</TABLE>


(1)  Includes  nonaccrual  loans,  impaired  loans and loans accruing 90 days or
     more past due.




                                       19

<PAGE>

The change in allowance  for loan losses since  December 31, 1995 in relation to
nonaccrual and nonperforming loans is based primarily upon the quality and level
of collateral  securing  nonaccrual and  nonperforming  loan activity during the
nine months ended September 30, 1996.

Management is aware of its  responsibility for maintaining an adequate allowance
for loan losses and an adequate  system to identify  credit risk and account for
it  appropriately.  The recent  regulatory  examination  of the  Company did not
identify  significant  problem  loans  not  already  identified  by  management.
Management will continue to review the findings of regulatory  examinations  and
comply with regulatory recommendations.

A  deterioration  of economic  conditions and real estate values would adversely
affect  future  results,  leading  to  increased  levels  of  loan  charge-offs,
provision  for loan losses and  nonaccrual  loans and  reductions  in income and
total capital.

The following table sets forth the activity in the allowance for loan losses for
the nine months ended September 30, 1996 and 1995.

<TABLE>
<CAPTION>

                                                                                1996                        1995
-----------------------------------------------------------------------------------------------------------------
                                                                                      ($ in thousands)

<S>                                                                           <C>                         <C>   
Balance, January 1,                                                           $2,854                      $3,341
-----------------------------------------------------------------------------------------------------------------

Loans charged-off:
  Mortgage:
     Secured by residential property                                               5                         227
     Commercial and other                                                        206                         648
  Commercial                                                                     505                         420
  Home equity                                                                     46                          35
  Consumer and other                                                              58                         123
-----------------------------------------------------------------------------------------------------------------
     Total loans charged-off                                                     820                       1,453

Recoveries on amounts previously charged-off:
  Mortgage:
     Secured by residential property                                              13                           1
  Commercial and other                                                           ---                          51
  Commercial                                                                      68                          57
  Home equity                                                                     47                          16
  Consumer and other                                                             103                          50
-----------------------------------------------------------------------------------------------------------------
     Total recoveries                                                            231                         175

     Net loans charged-off                                                       589                       1,278

Provision charged to operating expenses                                          850                       1,125
Other (1)                                                                        ---                          89
-----------------------------------------------------------------------------------------------------------------

Balance, September 30,                                                        $3,115                      $3,277
=================================================================================================================
</TABLE>

(1)  Reclassification of unutilized OREO reserve.

                                       20

<PAGE>


OTHER REAL ESTATE OWNED

At  September  30, 1996 and 1995,  the  Company  had no other real estate  owned
properties  ("OREO") in its  possession.  During the second quarter of 1996, the
Company acquired a residential property through foreclosure,  carried at $60,000
and during the third  quarter of 1996 the property was sold.  No other  activity
occurred in 1996.

During the first nine months of 1995,  the Bank recorded  $171,000 of additional
write-downs  on real estate  properties and sold real estate  properties  with a
carrying  value of $270,000,  which resulted in a gain of $9,000 during the 1995
period.  OREO  properties  are  carried at the lower of cost or  estimated  fair
value.

Further material declines in the real estate market could cause increases in the
level of OREO, further losses or writedowns.

The  following  table  summarizes  the changes in OREO for the nine months ended
September 30, 1996 and 1995.


                                        1996                         1995
-------------------------------------------------------------------------------
                                                ($ in thousands)

Balance, January 1,                  $   ---                      $   352
-------------------------------------------------------------------------------
    Additions                             60                          ---
    Sales                                (60)                        (270)
    Write-downs                          ---                         (171)
    Valuation allowance                  ---                           89
-------------------------------------------------------------------------------
Balance, September 30,               $   ---                     $    ---
===============================================================================



                                       21

<PAGE>

OTHER OPERATING INCOME

The following  table sets forth other  operating  income for the three month and
nine month periods ended September 30, 1996 and 1995, and the percentage  change
from period to period.

<TABLE>
<CAPTION>

                                                 Three Months Ended          % Change        Nine Months Ended            % Change
                                                     Sept. 30,               1996 vs             Sept. 30,                 1996 vs
                                                  1996           1995          1995           1996           1995           1995
   --------------------------------------------------------------------------------------------------------------------------------
                                                 ($ in thousands)                           ($ in thousands)

<S>                                            <C>           <C>                <C>         <C>           <C>             <C> 
    Trust fees                                 $   513       $    486            5.6%       $ 1,459       $  1,355         7.7%
    Service charges on deposit accounts            369            324           13.9          1,068          1,010         5.7
    Realized security gains (losses) - net          24              4            N/M             37           (229)        N/M
    Loan sale gains - net                           68              7            N/M            153             45         N/M
    Mortgage servicing fees                         32             36          (11.1)            97            101        (4.0)
    Other                                          148            134           10.4            484            417        16.1
   --------------------------------------------------------------------------------------------------------------------------------
      Total other operating income             $ 1,154        $   991           16.4%       $ 3,298        $ 2,699        22.2%
   ================================================================================================================================
</TABLE>

N/M = not measurable or not meaningful.

Total other  operating  income for the first nine months of 1996 increased 22.2%
from the  comparable  period in 1995.  This  increase was due, in part, to a net
loss of $229,000  realized on the sale of  securities  in the available for sale
portfolio  during 1995 compared to a net gain of $37,000 during the 1996 period.
The  security   losses  during  1995  were  incurred  in  connection   with  the
repositioning   of  the  available  for  sale  portfolio  into  higher  yielding
government agency securities. Excluding the securities gains and losses for both
periods, other operating income increased 11.4% in 1996 over the comparable 1995
period.  For the third quarter of 1996,  total other operating  income increased
16.4% to  $1,154,000  from  $991,000  for the same period in 1995.  Contributing
factors are discussed below.

Trust fees increased  $27,000,  or 5.6% to $513,000 in the third quarter of 1996
and 7.7% for the first nine months of 1996 as compared  to the  respective  1995
periods.  This increase is primarily  attributable to the new wealth  management
and investment services offered.

Service  charges  on  deposit  accounts  increased  13.9% and 5.7% for the third
quarter of 1996 and the first nine months of 1996, respectively,  as compared to
the same  periods in 1995.  This  increase was due  primarily  to the  increased
volume of insufficient fund charges.

The other income category increased 10.4% and 16.1% for the three month and nine
month periods ended September 30, 1996,  respectively,  over the same periods in
1995, primarily due to increased letter of credit fees and commissions collected
from checkbook orders.

Loan sale gains in 1996 were positively impacted by the adoption of Statement of
Financial  Accounting  Standards No. 122 ("SFAS 122"),  "Accounting for Mortgage
Servicing  Rights"  in the  fourth  quarter  of  1995.  SFAS  122  requires  the
capitalization  of the fair value of  originated  mortgage  servicing  rights in
connection  with the sale of loans in the  secondary  market.  During 1996,  the
Company sold $7.6 million in  residential  mortgage  loans while  retaining  the
rights to service these loans. Net gains of $134,000 were realized from the sale
of these loans which included the recognition of a servicing asset


                                       22

<PAGE>

(originated  mortgage  servicing  rights)  and  origination  fees  that had been
previously  collected  and deferred in  accordance  with  Statement of Financial
Accounting  Standards No. 91. An additional $1.7 million in residential mortgage
loans were sold in the first nine months of 1996, servicing released,  resulting
in realized  net gains of $19,000.  During the first nine months of 1995,  $12.7
million in residential  mortgage loans were sold for a net gain of $45,000.  The
Company utilizes loan sales as part of its asset/liability management program.

Negatively  impacting results was a decline in mortgage  servicing fees of 11.1%
and 4.0%  during the three and nine  month  periods  of 1996,  respectively,  as
compared to the same periods in 1995.  This decline was  primarily the result of
the amortization of the servicing asset recorded in connection with SFAS 122.

OTHER OPERATING EXPENSE

The  following  table  sets forth  other  operating  income and other  operating
expense for the three month and nine month periods ended  September 30, 1996 and
1995, and the percentage change from period to period.

<TABLE>
<CAPTION>

                                                    Three Months Ended         % Change        Nine Months Ended        % Change
                                                         Sept. 30,             1996 vs               Sept. 30,           1996 vs
                                                    1996           1995           1995          1996           1995       1995
    --------------------------------------------------------------------------------------------------------------------------------
                                                 ($ in thousands)                            ($ in thousands)

<S>                                              <C>            <C>               <C>          <C>          <C>           <C> 
      Salaries and benefits                      $ 1,469        $ 1,411            4.1%        4,444        $ 4,171        6.5%
      Professional fees                              803            211            N/M         1,360            623        N/M
      Occupancy - net                                373            366            1.9         1,135          1,057        7.4
      Data processing                                135            141           (4.3)          425            423        0.5
      Furniture and equipment                         78             73            6.8           244            211       15.6
      Other insurance premiums                        45             54          (16.7)          135            166      (18.7)
      FDIC insurance premiums                          1             17          (94.1)            2            370      (99.5)
      Other                                          330            482          (31.5)        1,088          1,297      (16.1)
    --------------------------------------------------------------------------------------------------------------------------------
    Total other operating expense                $ 3,234        $ 2,755           17.4%      $ 8,833        $ 8,318        6.2%
    ================================================================================================================================
</TABLE>

     N/M = not measurable or not meaningful.

For the nine months  ended  September  30, 1996 total  other  operating  expense
increased 6.2% to $8,833,000  from  $8,318,000  for the comparable  1995 period.
Included in results were expenses  totaling  $582,000 related to the merger with
HUBCO, Inc. as discussed in Note 2.

Excluding merger expenses,  total other operating  expense  decreased $67,000 or
0.8% to $8,251,000 for the nine months ended  September 30, 1996, as compared to
the 1995  period.  Total  other  operating  expense,  excluding  merger  related
expenses,  during the third quarter of 1996,  decreased 3.7% to $2,652,000  from
$2,755,000  during the third  quarter of 1995.  Impacting  both  periods was the
Company's  expansion by opening an additional  branch  facility during the third
quarter of 1996.
Additional contributing factors are discussed below.

FDIC insurance  premiums declined to minimum levels in 1996 based on the current
rate  structure  imposed  by the  FDIC  and the  Bank's  classification  as well
capitalized.  The FDIA, as amended, establishes classifications for banks on the
basis of their capital levels. This classification,  along with statutory limits
on the Bank  Insurance  Fund  imposed by FDICIA,  impact the amount of insurance
premiums the Company must pay.


                                       23

<PAGE>

Other insurance  premiums declined 16.7% to $45,000 in the third quarter of 1996
and 18.7% to $135,000 for the nine month period ended  September 30, 1996 due to
lower premium costs as a result of the Company's  improved  financial  condition
and the continued decline in commercial insurance rates.

The other expense category declined 31.5% and 16.1%, respectively, for the three
and nine month periods  ended  September 30, 1996 as compared to the prior year.
Contributing  to  the  decline  was a  reduction  in  advertising  expense,  ATM
interchange fees and director's pension expense.

Offsetting  these  decreases was an increase in salaries and benefits of 4.1% in
the  third  quarter  of 1996  and 6.5% for the nine  month  period  in 1996,  as
compared  to the same  periods  in 1995,  primarily  as a result  of  additional
staffing added in the third quarter of 1996 for the new branch  facility,  along
with an increase in employee  benefit costs, and costs associated with incentive
programs.

Professional fees, excluding merger related expenses of $582,000, increased 4.7%
and 24.9% in the third quarter and first nine months of 1996, respectively, when
compared to the same periods in 1995  primarily as a result of costs  associated
with executive compensation initiatives.

Occupancy  expense  increased  1.9% or $7,000 in the third  quarter of 1996,  as
compared to the third quarter of 1995, primarily due to expenses associated with
the new branch  facility  which  opened  during the third  quarter of 1996.  The
increase of 7.4% in occupancy  expense for the nine months ended  September  30,
1996, as compared to the same period in 1995,  was primarily the result of a new
branch  facility  opened in the third  quarter of 1995.  Furniture and equipment
expense  increased  6.8% and 15.6%,  for the three and nine month  periods ended
September 30, 1996, respectively, over comparable 1995 periods, primarily due to
property taxes associated with new data processing equipment purchased in 1995.


INCOME TAXES

Effective  January 1, 1996, the Company began providing  income taxes at regular
federal and state tax rates,  having  fully  utilized  the  financial  statement
benefit of its net operating loss  carryforwards  during 1995. See Note 4 to the
accompanying unaudited consolidated financial statements for further discussion.


FINANCIAL CONDITION

Total  assets at  September  30,  1996  aggregated  $312,752,000  compared  with
$312,917,000  at December 31, 1995.  Total loans were  $185,487,000 at September
30, 1996, versus $178,052,000 at December 31, 1995. Noninterest-bearing deposits
were  $72,437,000 at September 30, 1996,  compared with  $78,421,000 at December
31, 1995.  Interest-bearing  deposits totaled $188,795,000 at September 30, 1996
versus  $196,249,000  at December 31, 1995. The decline at September 30, 1996 in
interest-bearing  deposits,  as compared to December 31, 1995,  can primarily be
attributed  to the  seasonal  increase in deposits at year end, and the cyclical
decline during 1996.  Short-term  borrowings  were  $22,681,000 at September 30,
1996 and  $7,733,000  at December  31,  1995.  For  municipalities  and selected
commercial and retail




                                       24

<PAGE>

customers,  the Bank also offers  repurchase  agreements,  which are included in
short-term   borrowings.   Securities  sold  under  repurchase  agreements  were
$10,380,000  at September  30, 1996 and  $1,050,000  at December 31, 1995.  As a
result of the decline in deposits at September 30, 1996, short-term  borrowings,
including repurchase agreements, increased $14,948,000 from December 31, 1995 to
meet the Company's funding requirements.

At September 30, 1996,  the Company's  available for sale  securities  portfolio
totaled $92,995,000 as compared to $85,338,000 at December 31, 1995.  Securities
available  for sale  are  carried  at  estimated  fair  market  value,  with any
unrealized  gains or losses  included as a separate  component of  stockholder's
equity.  The portfolio at September  30, 1996 was  comprised  primarily of fixed
rate U.S. government agency debt and mortgage-backed securities.

Beginning  December 31, 1992,  banks were required to have a minimum  risk-based
capital  ratio  of  8.00%.  The  Company's  total  capital  as a  percentage  of
risk-weighted  assets was 14.91% at September 30, 1996, as compared to 14.02% at
December 31, 1995.

An additional capital  requirement is a minimum leverage ratio of Tier 1 capital
to total  quarterly  average  assets  (leverage  ratio),  which is  intended  to
supplement  the  risk-based  capital  guidelines.  As discussed in Note 3 to the
accompanying unaudited consolidated financial statements,  banks are expected to
meet a minimum Tier 1 leverage ratio of 3.00%.  The Company's  leverage ratio at
September 30, 1996 was 8.68%, exceeding the minimum requirements.


LIQUIDITY

Liquidity  management involves the ability to meet the cash flow requirements of
depositors  who want to withdraw  funds or  borrowers  who need  assurance  that
sufficient  funds will be available to meet their credit needs. The objective of
liquidity management is to determine and maintain an appropriate level of liquid
interest-earning  assets. Aside from cash on hand and due from banks, the Bank's
more liquid assets are Federal funds sold and securities  available for sale. On
a daily basis, the Bank lends its excess funds to other commercial  institutions
in need of Federal funds. Such cash and cash equivalents  totaled $27,923,000 or
8.9% of total assets at September  30, 1996,  as compared  with  $38,613,000  or
12.3% of total assets at December 31, 1995.  Securities  available for sale were
$92,995,000  at September  30, 1996 compared  with  $85,338,000  at December 31,
1995.

Demand deposits,  regular  savings,  money market accounts and NOW deposits from
consumer and commercial  customers are a relatively  stable,  low cost source of
funds  which   comprise  a   substantial   portion  of  funding  of  the  Bank's
interest-earning  assets.  Other  sources of asset  liquidity  include  loan and
mortgage-backed  security principal and interest payments,  maturing  securities
and loans, and earnings on investments.

During the second  quarter of 1995, the Bank became a member of the Federal Home
Loan  Bank of  Boston  ("FHLBB").  Services  offered  by the  FHLBB  include  an
unsecured  credit  line  of up to a  maximum  of 2% of the  Bank's  assets,  and
collateralized fixed and variable rate borrowings.  At September 30, 1996, these
available lines amounted to $18.3 million. The FHLBB also offers cash management
services,  investment  services,  as well as lower cost advances for  affordable
housing  or  community  investment  programs.  The Bank  had  $10.0  million  in
short-term borrowings from the FHLBB at September 30, 1996.



                                       25

<PAGE>

In addition, the Bank has two unsecured lines of credit with correspondent banks
totaling $5,000,000. There were no borrowings under these lines at September 30,
1996.

Additional sources of liquidity are available to the Company through the Federal
Reserve Bank's discount window and the sale of certain investment  securities to
securities  firms and  correspondent  banks under  repurchase  agreements.  Such
agreements are generally short-term.  The outstanding balance of securities sold
under repurchase agreements at September 30, 1996 was $10,380,000.  The discount
window,  if needed,  would allow the Company to cover any  short-term  liquidity
needs without  reducing  earning assets.  At September 30, 1996, the Company did
not have any borrowings from the Federal Reserve Bank's discount window.

Management  believes  the above  sources of  liquidity  are adequate to meet the
Company's  funding  needs in 1996 and in the  foreseeable  future.  Bancorp  has
minimal  operations  and  therefore  does not generate or utilize a  significant
amount of funds.  Dividends  paid by the Company are funded  utilizing  proceeds
from the exercise of warrants and options and dividends  received from the Bank.
In the third quarter of 1996, the Bank declared a dividend totaling $0.6 million
which was paid to Bancorp on  September 5, 1996.  Proceeds  from the exercise of
warrants  and  options  may from  time to time  result  in a loan to the Bank by
Bancorp.  At  September  30, 1996 there was no  outstanding  loan to the Bank by
Bancorp.

The Bank is prohibited by Connecticut  banking law from paying  dividends except
from its net profits,  which are defined as the  remainder of all earnings  from
current  operations.  The  total of all  dividends  declared  by the Bank in any
calendar year may not, unless specifically  approved by the State of Connecticut
Banking Commissioner, exceed the total of its net profits for that year combined
with its retained  net profits  from the  preceding  two years.  These  dividend
limitations  can affect the amount of  dividends  payable to Bancorp as the sole
stockholder of the Bank, and therefore affect Bancorp's  payment of dividends to
its stockholders.

The following  table  provides a summary of  outstanding  loan  commitments  and
standby letters of credit at September 30, 1996.


                                                              ($ in thousands)
Loan commitments:
  Residential mortgage                                              $  3,926
  Commercial mortgage                                                  1,000
  Residential construction                                             1,151
--------------------------------------------------------------------------------
  Total                                                                6,077
--------------------------------------------------------------------------------

Lines of credit commitments:
  Commercial                                                          14,046
  Home equity                                                         17,947
  Personal                                                             2,279
--------------------------------------------------------------------------------
  Total                                                               34,272
--------------------------------------------------------------------------------

Standby letters of credit                                              4,044
--------------------------------------------------------------------------------

Total commitments and letters of credit                             $ 44,393
================================================================================



                                       26

<PAGE>


ASSET/LIABILITY MANAGEMENT

The Bank's asset/liability management program focuses on maximizing net interest
income  while  minimizing  balance  sheet risk by  maintaining  what  management
considers  to be an  appropriate  balance  between  the  volume  of  assets  and
liabilities   maturing  or  subject  to  repricing  within  the  same  interval.
Asset/liability  management also focuses on maintaining  adequate  liquidity and
capital.  Interest rate  sensitivity has a major impact on the Bank's  earnings.
Proper  asset/liability  management involves the matching of short-term interest
sensitive  assets and  liabilities to reduce  interest rate risk.  Interest rate
sensitivity is measured by comparing the dollar difference between the amount of
assets  maturing or repricing  within a specified  time period and the amount of
liabilities  maturing  or  repricing  within the same time  period.  This dollar
difference is referred to as the rate sensitivity or maturity "GAP".

Management's goal is to maintain a cumulative one year GAP of under 10% of total
assets.  At September 30, 1996,  the  cumulative one year GAP as a percentage of
total assets was 7.27%. As a result of the decrease in interest rates during the
third quarter of 1996, certain callable investment  securities have shifted from
maturing  during the one to five year period to  repricing  in one year or less,
causing the  cumulative  one year GAP to improve  from 9.05% at June 30, 1996 to
7.27% at September 30, 1996.  Although  $36.4  million in investment  securities
mature, reprice or are subject to call in one year or less, the total investment
securities  portfolio of $93.0 million is  classified  as "available  for sale".
Therefore, management has the ability to reposition the portfolio at any time to
manage the impact of interest rate shifts.  The Bank concentrates on originating
adjustable  rate loans to hold in its loan portfolio in order to reduce interest
rate risk.  Deregulation of deposit instruments has allowed the Bank to generate
deposit liabilities whose repricing more closely matches that of its loans.








                                       27

<PAGE>

The  following  table  provides  detail  reflecting  the  approximate  repricing
intervals for rate-sensitive assets and liabilities at September 30, 1996:

<TABLE>
<CAPTION>

                                                                     Maturity/Repricing Intervals
----------------------------------------------------------------------------------------------------------------------------
                                                                      Over
                                                                  3 Months
                                                  3 Months         through           1 - 5          Over 5
                                                   or Less          1 Year           Years           Years          Total
----------------------------------------------------------------------------------------------------------------------------
                                                                          ($ in thousands)
<S>                                               <C>             <C>             <C>             <C>            <C>     
Rate-Sensitive Assets:
  Loans(1)                                        $ 80,530        $ 46,986        $ 42,633        $ 12,897       $183,046
  Investment securities                             17,174          19,216          45,843          10,762         92,995
  Federal funds sold and other                       8,684             ---             ---             ---          8,684
----------------------------------------------------------------------------------------------------------------------------
Total rate-sensitive assets                        106,388          66,202          88,476          23,659        284,725
----------------------------------------------------------------------------------------------------------------------------

Rate-Sensitive Liabilities:
  NOW and Money market deposits                     70,331             ---             ---             ---         70,331
  Certificates of deposit and other                 34,081          23,207          16,157             ---         73,445
  Savings deposits                                  45,019             ---             ---             ---         45,019
  Short-term borrowings                             22,681             ---             ---             ---         22,681
----------------------------------------------------------------------------------------------------------------------------
Total rate-sensitive liabilities                   172,112          23,207          16,157             ---        211,476
============================================================================================================================

GAP                                             $  (65,724)       $ 42,995        $ 72,319        $ 23,659       $ 73,249
============================================================================================================================

Cumulative GAP                                  $  (65,724)      $ (22,729)       $ 49,590        $ 73,249
============================================================================================================================

Cumulative percentage of
  rate-sensitive assets to
  rate-sensitive liabilities                            62%             88%            123%            135%
============================================================================================================================
</TABLE>

(1)  Excludes  nonaccrual loans of $2,441,000,  and is net of deferred loan fees
     of $330,000.


The principal  amount of each asset and liability is included in the above table
in the earliest period in which it matures, reprices or is subject to call.

Nonaccrual  loans have been excluded  from the  rate-sensitive  assets.  Regular
savings  accounts,  money market accounts and NOW deposits have been included in
the "3 Months or Less"  category.  However,  these  deposits  have  historically
remained   stable  and  are  an  integral   part  of  the  Bank's   funding  and
asset/liability management strategy.

Noninterest-bearing  demand deposits of $72,437,000  have been excluded from the
table.  These deposits,  which also have historically  been stable,  are used to
fund net interest rate sensitive assets beyond three months.




                                       28

<PAGE>

One measure of interest rate  sensitivity  is the excess or deficiency of assets
that  mature or reprice in one year or less.  As shown in the  preceding  table,
rate-sensitive  assets that mature or reprice in one year total $172,590,000 and
rate-sensitive   liabilities   that   mature  or   reprice  in  one  year  total
$195,319,000. The resulting negative one year rate-sensitive GAP is $22,729,000.
During  periods of  declining  interest  rates,  a negative  GAP position can be
favorable if more rate-sensitive  liabilities than rate-sensitive assets reprice
at lower rates,  creating a favorable impact on net interest income. This impact
may be mitigated somewhat if the level of nonaccrual loans and other real estate
owned  increases,  resulting in a decrease in  rate-sensitive  assets.  During a
rising rate environment, a negative rate GAP can be a disadvantage. However, the
impact of rising  and  falling  interest  rates on net  interest  income may not
directly correlate to the Company's GAP position since interest rate changes and
the timing of such changes can be impacted by management's actions as well as by
competitive and market factors. As interest rates change, rates earned on assets
do not necessarily move in parallel with rates paid on liabilities.


CAPITAL RESOURCES

Stockholders'  equity  increased  to  $25,632,000  at  September  30,  1996 from
$24,282,000 at December 31, 1995, primarily due to earnings of $2,819,000 offset
by dividend  payments  totaling  $1,442,000 to stockholders  and a net change of
$541,000 in the unrealized  depreciation  of the  securities  available for sale
portfolio.

At  September  30,  1996,  Bancorp's  Tier 1 capital  to  average  assets  ratio
(leverage  ratio) was 8.68% and its total capital to  risk-weighted  asset ratio
was 14.91%, exceeding minimum requirements.

In February 1992, the Company completed a private placement of 46,700 investment
units,  resulting  in total  proceeds  of  $4,670,000  and net  proceeds,  after
expenses,  of  $4,320,000.   Each  unit  consists  of  one  share  of  Series  A
Noncumulative  Convertible  Preferred Stock and fifty  warrants.  These warrants
became exercisable on January 1, 1994 at an exercise price of $.75 per share. As
of September  30, 1996,  all warrants  totaling  2,335,000  had been  exercised,
resulting in total proceeds of $1,751,250 to the Company.











                                       29

<PAGE>






PART II - OTHER INFORMATION
--------------------------------------------------------------------------------



Item 1.   LEGAL PROCEEDINGS.

           There are no material pending legal proceedings,  other than ordinary
           routine litigation  incidental to their business, to which Bancorp or
           the Bank is a party or to which any of their property is subject.


Item 2.  CHANGES IN SECURITIES.

           Not applicable.


Item 3.  DEFAULTS UPON SENIOR SECURITIES.

           Not applicable.


Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

           A special meeting of the shareholders of Westport  Bancorp,  Inc. was
           held on October 24, 1996. At such special meeting,  the Agreement and
           Plan of  Merger,  dated  June 21,  1996,  by and among  HUBCO,  Inc.,
           Westport  Bancorp,  Inc., and The Westport Bank and Trust Company was
           approved  and  adopted.  Of  10,030,281  votes  entitled  to be cast,
           8,654,134 voted for, 94,802 voted against, 4,764 voted to abstain and
           805,563 were broker non-votes.


Item 5.  OTHER INFORMATION.

           Not applicable.


Item 6.  EXHIBITS AND REPORTS ON FORM 8-K.


(a)  Exhibits

     The exhibits that are filed with this form 10-Q,  or that are  incorporated
     herein by reference, are set forth below:







                                       30

<PAGE>


Exhibit No.          Exhibit Description
--------------------------------------------------------------------------------
2                    Agreement  and Plan of Merger  dated  June 21,  1996  among
                     HUBCO,  Inc.,  Bancorp and the Bank. (Filed as Exhibit 2 to
                     Form 8-K filed on July 3, 1996, and incorporated  herein by
                     reference.)

3(a)                 Restated Certificate of Incorporation of Bancorp. (Filed as
                     Exhibit  3(a) to  Annual  Report  on Form 10-K for the year
                     ended  December  31,  1991,  File No.  0-12936  ("1991 Form
                     10-K"), and incorporated herein by reference.)

3(b)                 Certificate   of   Designation   of  Series  A  Convertible
                     Preferred Stock of Bancorp.  (Filed as Exhibit 3(b) to 1991
                     Form 10-K, and incorporated herein by reference.)

3(c)                 Certificate of Amendment of Bancorp. (Filed as Exhibit 3(c)
                     to Annual  Report on Form 10-K for the year ended  December
                     31,  1995,  File  No.  0-12936  ("1995  Form  10-K"),   and
                     incorporated herein by reference.)

3(d)                 Certificate   of  Amendment  of  Restated   Certificate  of
                     Incorporation,  as amended,  of Bancorp.  (Filed as Exhibit
                     3(d) to Form 10-Q for the period ended June 30, 1996,  File
                     No. 0-12936 and incorporated herein by reference.)

3(e)                 By-Laws of Bancorp,  as amended.  (Filed as Exhibit 3(d) to
                     Annual Report on Form 10-K for the year ended  December 31,
                     1992, File No. 0-12936 ("1992 Form 10-K"), and incorporated
                     herein by reference.)

4(a)                 Specimen Common Stock  Certificate.  (Filed as Exhibit 4 to
                     Registration  Statement on Form S-1, File No. 2-93773,  and
                     incorporated herein by reference.)

4(b)                 Specimen Series A Convertible  Preferred Stock Certificate.
                     (Filed as Exhibit 4(b) to 1991 Form 10-K, and  incorporated
                     herein by reference.)

4(c)                 Specimen  Warrant  Certificate.  (Filed as Exhibit  4(c) to
                     1991 Form 10-K, and incorporated herein by reference.)

10(a)                Weston lease dated June 5, 1979 between the Bank and Weston
                     Shopping   Center,   Inc.   (Filed  as  Exhibit   10(c)  to
                     Registration  Statement on Form S-1, File No. 2- 93773, and
                     incorporated herein by reference.)

10(b)                Weston lease dated  August 23,  1979,  between the Bank and
                     Weston   Shopping   Center   Associates,   as   amended  by
                     Modification dated July 1, 1993. (Filed as Exhibit 10(e) to
                     Annual Report on Form 10-K for the year ended  December 31,
                     1989,  File No.  0-12936,  and as  Exhibit  10(c) to Annual
                     Report on Form 10-K for the year ended  December  31, 1993,
                     File No.  0-12936  ("1993 Form  10-K"),  respectively,  and
                     incorporated herein by reference.)

10(c)                Trust  Department  lease dated November 7, 1986 between the
                     Bank and John Sherwood, Trustee. (Filed as Exhibit 10(e) to
                     1992 Form 10-K, and incorporated herein by reference.)

10(d)                Gault  Building  lease dated April 1, 1987 between the Bank
                     and William L. Gault,  Trustee.  (Filed as Exhibit 10(f) to
                     1992 Form 10-K, and incorporated herein by reference.)

10(e)                Shelton  Operations  Center  lease  dated  March  22,  1991
                     between the Bank and One Research Drive Associates  Limited
                     Partnership. (Filed as Exhibit 10(h) to 1991 Form 10-K, and
                     incorporated herein by reference.)



                                       31

<PAGE>




10(f)                Fairfield  branch  lease dated  March 20, 1995  between the
                     Bank and C.A.T.F.  Limited  Partnership.  (Filed as Exhibit
                     10(f)  to  1995  Form  10-K,  and  incorporated  herein  by
                     reference.)

10(g)                Shelton  branch  lease dated May 20, 1996  between the Bank
                     and Robert D. Scinto.  (Filed as Exhibit 10(g) to Form 10-Q
                     for the period  ended June 30, 1996,  File No.  0-12936 and
                     incorporated herein by reference.)

10(h)                Employment  Agreement  among Michael H. Flynn,  Bancorp and
                     the Bank dated April 23, 1996.  (Filed as Exhibit  10(g) to
                     Annual  Report on Form  10-K/A for the year ended  December
                     31,  1995,  File No.  0-12936  ("1995  Form  10-K/A"),  and
                     incorporated herein by reference.)

10(i)                Employment  Agreement  among Thomas P. Bilbao,  Bancorp and
                     the Bank dated April 23, 1996.  (Filed as Exhibit  10(h) to
                     1995 Form 10-K/A, and incorporated herein by reference.)

10(j)                Employment Agreement among Richard T. Cummings, Bancorp and
                     the Bank dated April 23, 1996.  (Filed as Exhibit  10(i) to
                     1995 Form 10-K/A, and incorporated herein by reference.)

10(k)                Employment Agreement among William B. Laudano, Jr., Bancorp
                     and the Bank dated April 23, 1996.  (Filed as Exhibit 10(j)
                     to 1995 Form 10-K/A, and incorporated herein by reference.)

10(l)                Employment Agreement among Richard L. Card, Bancorp and the
                     Bank dated November 15, 1993, as amended November 13, 1995.
                     (Filed as Exhibit  10(i)(4)  to 1993 Form 10-K and  Exhibit
                     10(k) to 1995 Form  10-K,  respectively,  and  incorporated
                     herein by reference.)

10(m)                Executive Agreement between Arnold Levine and Bancorp dated
                     October 16, 1989, as amended  December 17, 1991.  (Filed as
                     Exhibit 10(i)(1) to 1992 Form 10-K, and incorporated herein
                     by reference.)

10(n)                Stock Option Agreement between Michael H. Flynn and Bancorp
                     dated December 17, 1992. (Filed as Exhibit 10(i)(3) to 1992
                     Form 10-K, and incorporated herein by reference.)

10(o)                Stock Option Agreement between Thomas P. Bilbao and Bancorp
                     dated December 17, 1992. (Filed as Exhibit 10(i)(3) to 1992
                     Form 10-K, and incorporated herein by reference.)

10(p)                Stock Option Agreement between Richard T. Cummings, Jr. and
                     Bancorp dated December 17, 1992. (Filed as Exhibit 10(i)(3)
                     to 1992 Form 10-K, and incorporated herein by reference.)

10(q)                Stock Option Agreement between William B. Laudano,  Jr. and
                     Bancorp dated September 2, 1993. (Filed as Exhibit 10(i)(5)
                     to 1993 Form 10-K, and incorporated herein by reference.)

10(r)                Stock Option Agreement  between Richard L. Card and Bancorp
                     dated November 18, 1993. (Filed as Exhibit 10(i)(5) to 1993
                     Form 10-K, and incorporated herein by reference.)



                                       32

<PAGE>

10(s)                Incentive Stock Option  Agreement  between Michael H. Flynn
                     and Bancorp dated May 16, 1996.  (Filed as Exhibit 10(s) to
                     Form 10-Q for the  period  ended  June 30,  1996,  File No.
                     0-12936 and incorporated herein by reference.)

10(t)                Incentive Stock Option  Agreement  between Thomas P. Bilbao
                     and Bancorp dated May 16, 1996.  (Filed as Exhibit 10(t) to
                     Form 10-Q for the  period  ended  June 30,  1996,  File No.
                     0-12936 and incorporated herein by reference.)

10(u)                Split  Dollar  Insurance   Agreement   between  William  B.
                     Laudano,  Jr.  and the Bank dated as of  December  1, 1995.
                     (Filed as Exhibit 10(r) to 1995 Form 10-K, and incorporated
                     herein by reference.)

10(v)                Split  Dollar  Insurance   Agreement   between  Richard  T.
                     Cummings,  Jr. and the Bank dated as of  December  1, 1995.
                     (Filed as Exhibit 10(s) to 1995 Form 10-K, and incorporated
                     herein by reference.)

10(w)                Split Dollar  Insurance  Agreement  between Richard L. Card
                     and the Bank  dated  as of  December  1,  1995.  (Filed  as
                     Exhibit 10(t) to 1995 Form 10-K, and incorporated herein by
                     reference.)

10(x)                Supplemental  Executive  Retirement  Plan of Bancorp  dated
                     November 13, 1995,  as amended  November 29, 1995,  January
                     18, 1996 and May 16,  1996.  (Plan dated  November 13, 1995
                     and amendments dated November 29, 1995 and January 18, 1996
                     filed as Exhibit 10(u) to 1995 Form 10-K, and  incorporated
                     herein by reference).  (Amendment  dated May 16, 1996 filed
                     as  Exhibit  10(u) to 1995 Form  10-K/A,  and  incorporated
                     herein by reference.)

10(y)                Trust under Supplemental  Executive Retirement Plan between
                     the Bank and People's  Bank,  Trustee,  as amended June 20,
                     1996. (Trust dated November 13, 1995 filed as Exhibit 10(v)
                     to 1995 Form 10-K, and  incorporated  herein by reference.)
                     (Amendment  dated June 20,  1996 filed as Exhibit  10(y) to
                     Form 10-Q for the  period  ended  June 30,  1996,  File No.
                     0-12936 and incorporated herein by reference.)

10(z)                Directors  Retirement  Plan of  Bancorp.  (Filed as Exhibit
                     10(m)  to  1992  Form  10-K,  and  incorporated  herein  by
                     reference.)

10(aa)               1985  Incentive  Stock  Option  Plan  1990  Restatement  of
                     Bancorp.  (Filed as Exhibit  10(n) to 1992 Form  10-K,  and
                     incorporated herein by reference.)

10(bb)               Amended and Restated  1995  Incentive  Stock Option Plan of
                     Bancorp.  (Filed as Exhibit 10(y) to 1995 Form 10-K/A,  and
                     incorporated herein by reference.)

11                   Statement  Regarding  Computation  of Per  Share  Earnings.
                     (Filed herewith.)

27                   Financial Data Schedule.  (Filed herewith.)




(b)  Reports on Form 8-K

     None.




                                       33

<PAGE>


                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                            WESTPORT BANCORP, INC.
                                            ----------------------
                                                 (Registrant)






DATE  November 12, 1996                     BY  /s/Michael H. Flynn
      -----------------                         ---------------------
                                                Michael H. Flynn
                                                President and
                                                Chief Executive Officer
                                                (principal executive officer)





DATE  November 12, 1996                     BY  /s/William B. Laudano, Jr.
      -----------------                         ----------------------------
                                                William B. Laudano, Jr.
                                                Senior Vice President and
                                                Chief Financial Officer
                                                (principal financial officer and
                                                 principal accounting officer)














                                       34

<PAGE>

EXHIBIT INDEX

Exhibit No.          Exhibit Description
--------------------------------------------------------------------------------
2                    Agreement  and Plan of Merger  dated  June 21,  1996  among
                     HUBCO,  Inc.,  Bancorp and the Bank. (Filed as Exhibit 2 to
                     Form 8-K filed on July 3, 1996, and incorporated  herein by
                     reference.)

3(a)                 Restated Certificate of Incorporation of Bancorp. (Filed as
                     Exhibit  3(a) to  Annual  Report  on Form 10-K for the year
                     ended  December  31,  1991,  File No.  0-12936  ("1991 Form
                     10-K"), and incorporated herein by reference.)

3(b)                 Certificate   of   Designation   of  Series  A  Convertible
                     Preferred Stock of Bancorp.  (Filed as Exhibit 3(b) to 1991
                     Form 10-K, and incorporated herein by reference.)

3(c)                 Certificate of Amendment of Bancorp. (Filed as Exhibit 3(c)
                     to Annual  Report on Form 10-K for the year ended  December
                     31,  1995,  File  No.  0-12936  ("1995  Form  10-K"),   and
                     incorporated herein by reference.)

3(d)                 Certificate   of  Amendment  of  Restated   Certificate  of
                     Incorporation,  as amended,  of Bancorp.  (Filed as Exhibit
                     3(d) to Form 10-Q for the period ended June 30, 1996,  File
                     No. 0-12936 and incorporated herein by reference.)

3(e)                 By-Laws of Bancorp,  as amended.  (Filed as Exhibit 3(d) to
                     Annual Report on Form 10-K for the year ended  December 31,
                     1992, File No. 0-12936 ("1992 Form 10-K"), and incorporated
                     herein by reference.)

4(a)                 Specimen Common Stock  Certificate.  (Filed as Exhibit 4 to
                     Registration  Statement on Form S-1, File No. 2-93773,  and
                     incorporated herein by reference.)

4(b)                 Specimen Series A Convertible  Preferred Stock Certificate.
                     (Filed as Exhibit 4(b) to 1991 Form 10-K, and  incorporated
                     herein by reference.)

4(c)                 Specimen  Warrant  Certificate.  (Filed as Exhibit  4(c) to
                     1991 Form 10-K, and incorporated herein by reference.)

10(a)                Weston lease dated June 5, 1979 between the Bank and Weston
                     Shopping   Center,   Inc.   (Filed  as  Exhibit   10(c)  to
                     Registration  Statement on Form S-1, File No. 2- 93773, and
                     incorporated herein by reference.)

10(b)                Weston lease dated  August 23,  1979,  between the Bank and
                     Weston   Shopping   Center   Associates,   as   amended  by
                     Modification dated July 1, 1993. (Filed as Exhibit 10(e) to
                     Annual Report on Form 10-K for the year ended  December 31,
                     1989,  File No.  0-12936,  and as  Exhibit  10(c) to Annual
                     Report on Form 10-K for the year ended  December  31, 1993,
                     File No.  0-12936  ("1993 Form  10-K"),  respectively,  and
                     incorporated herein by reference.)

10(c)                Trust  Department  lease dated November 7, 1986 between the
                     Bank and John Sherwood, Trustee. (Filed as Exhibit 10(e) to
                     1992 Form 10-K, and incorporated herein by reference.)

10(d)                Gault  Building  lease dated April 1, 1987 between the Bank
                     and William L. Gault,  Trustee.  (Filed as Exhibit 10(f) to
                     1992 Form 10-K, and incorporated herein by reference.)

10(e)                Shelton  Operations  Center  lease  dated  March  22,  1991
                     between the Bank and One Research Drive Associates  Limited
                     Partnership. (Filed as Exhibit 10(h) to 1991 Form 10-K, and
                     incorporated herein by reference.)



                                       35

<PAGE>




10(f)                Fairfield  branch  lease dated  March 20, 1995  between the
                     Bank and C.A.T.F.  Limited  Partnership.  (Filed as Exhibit
                     10(f)  to  1995  Form  10-K,  and  incorporated  herein  by
                     reference.)

10(g)                Shelton  branch  lease dated May 20, 1996  between the Bank
                     and Robert D. Scinto.  (Filed as Exhibit 10(g) to Form 10-Q
                     for the period  ended June 30, 1996,  File No.  0-12936 and
                     incorporated herein by reference.)

10(h)                Employment  Agreement  among Michael H. Flynn,  Bancorp and
                     the Bank dated April 23, 1996.  (Filed as Exhibit  10(g) to
                     Annual  Report on Form  10-K/A for the year ended  December
                     31,  1995,  File No.  0-12936  ("1995  Form  10-K/A"),  and
                     incorporated herein by reference.)

10(i)                Employment  Agreement  among Thomas P. Bilbao,  Bancorp and
                     the Bank dated April 23, 1996.  (Filed as Exhibit  10(h) to
                     1995 Form 10-K/A, and incorporated herein by reference.)

10(j)                Employment Agreement among Richard T. Cummings, Bancorp and
                     the Bank dated April 23, 1996.  (Filed as Exhibit  10(i) to
                     1995 Form 10-K/A, and incorporated herein by reference.)

10(k)                Employment Agreement among William B. Laudano, Jr., Bancorp
                     and the Bank dated April 23, 1996.  (Filed as Exhibit 10(j)
                     to 1995 Form 10-K/A, and incorporated herein by reference.)

10(l)                Employment Agreement among Richard L. Card, Bancorp and the
                     Bank dated November 15, 1993, as amended November 13, 1995.
                     (Filed as Exhibit  10(i)(4)  to 1993 Form 10-K and  Exhibit
                     10(k) to 1995 Form  10-K,  respectively,  and  incorporated
                     herein by reference.)

10(m)                Executive Agreement between Arnold Levine and Bancorp dated
                     October 16, 1989, as amended  December 17, 1991.  (Filed as
                     Exhibit 10(i)(1) to 1992 Form 10-K, and incorporated herein
                     by reference.)

10(n)                Stock Option Agreement between Michael H. Flynn and Bancorp
                     dated December 17, 1992. (Filed as Exhibit 10(i)(3) to 1992
                     Form 10-K, and incorporated herein by reference.)

10(o)                Stock Option Agreement between Thomas P. Bilbao and Bancorp
                     dated December 17, 1992. (Filed as Exhibit 10(i)(3) to 1992
                     Form 10-K, and incorporated herein by reference.)

10(p)                Stock Option Agreement between Richard T. Cummings, Jr. and
                     Bancorp dated December 17, 1992. (Filed as Exhibit 10(i)(3)
                     to 1992 Form 10-K, and incorporated herein by reference.)

10(q)                Stock Option Agreement between William B. Laudano,  Jr. and
                     Bancorp dated September 2, 1993. (Filed as Exhibit 10(i)(5)
                     to 1993 Form 10-K, and incorporated herein by reference.)

10(r)                Stock Option Agreement  between Richard L. Card and Bancorp
                     dated November 18, 1993. (Filed as Exhibit 10(i)(5) to 1993
                     Form 10-K, and incorporated herein by reference.)



                                       36

<PAGE>

10(s)                Incentive Stock Option  Agreement  between Michael H. Flynn
                     and Bancorp dated May 16, 1996.  (Filed as Exhibit 10(s) to
                     Form 10-Q for the  period  ended  June 30,  1996,  File No.
                     0-12936 and incorporated herein by reference.)

10(t)                Incentive Stock Option  Agreement  between Thomas P. Bilbao
                     and Bancorp dated May 16, 1996.  (Filed as Exhibit 10(t) to
                     Form 10-Q for the  period  ended  June 30,  1996,  File No.
                     0-12936 and incorporated herein by reference.)

10(u)                Split  Dollar  Insurance   Agreement   between  William  B.
                     Laudano,  Jr.  and the Bank dated as of  December  1, 1995.
                     (Filed as Exhibit 10(r) to 1995 Form 10-K, and incorporated
                     herein by reference.)

10(v)                Split  Dollar  Insurance   Agreement   between  Richard  T.
                     Cummings,  Jr. and the Bank dated as of  December  1, 1995.
                     (Filed as Exhibit 10(s) to 1995 Form 10-K, and incorporated
                     herein by reference.)

10(w)                Split Dollar  Insurance  Agreement  between Richard L. Card
                     and the Bank  dated  as of  December  1,  1995.  (Filed  as
                     Exhibit 10(t) to 1995 Form 10-K, and incorporated herein by
                     reference.)

10(x)                Supplemental  Executive  Retirement  Plan of Bancorp  dated
                     November 13, 1995,  as amended  November 29, 1995,  January
                     18, 1996 and May 16,  1996.  (Plan dated  November 13, 1995
                     and amendments dated November 29, 1995 and January 18, 1996
                     filed as Exhibit 10(u) to 1995 Form 10-K, and  incorporated
                     herein by reference).  (Amendment  dated May 16, 1996 filed
                     as  Exhibit  10(u) to 1995 Form  10-K/A,  and  incorporated
                     herein by reference.)

10(y)                Trust under Supplemental  Executive Retirement Plan between
                     the Bank and People's  Bank,  Trustee,  as amended June 20,
                     1996. (Trust dated November 13, 1995 filed as Exhibit 10(v)
                     to 1995 Form 10-K, and  incorporated  herein by reference.)
                     (Amendment  dated June 20,  1996 filed as Exhibit  10(y) to
                     Form 10-Q for the  period  ended  June 30,  1996,  File No.
                     0-12936 and incorporated herein by reference.)

10(z)                Directors  Retirement  Plan of  Bancorp.  (Filed as Exhibit
                     10(m)  to  1992  Form  10-K,  and  incorporated  herein  by
                     reference.)

10(aa)               1985  Incentive  Stock  Option  Plan  1990  Restatement  of
                     Bancorp.  (Filed as Exhibit  10(n) to 1992 Form  10-K,  and
                     incorporated herein by reference.)

10(bb)               Amended and Restated  1995  Incentive  Stock Option Plan of
                     Bancorp.  (Filed as Exhibit 10(y) to 1995 Form 10-K/A,  and
                     incorporated herein by reference.)

11                   Statement  Regarding  Computation  of Per  Share  Earnings.
                     (Filed herewith.)

27                   Financial Data Schedule.  (Filed herewith.)

                                       37