<PAGE>

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                                       AND
                                    AGREEMENT

         THIS AGREEMENT, made this 16th day of December, 1996, by and between
Tolland Bank, a state-chartered savings bank ("Bank"), and Joseph H. Rossi, an
individual ("Employee").

         In consideration of the mutual agreements herein contained, the parties
hereto, intending to be legally bound, agree as follows:


1.       Need for Agreement

         (a)      Because of the prospects of sweeping changes in the industry
                  (e.g., interstate banking, mergers, the continuing transition
                  from traditional savings bank powers to full commercial bank
                  powers, etc.), and

         (b)      because of the need for the Employee to perform his job
                  without undue fear of the loss of pension benefits this
                  Agreement sets forth the following:


2.       Term of Agreement

         (a)      This Agreement shall commence on October 1, 1996, and shall
                  continue in effect until the time Employee is fully vested in
                  the Bank's Defined Benefit Plan and 401k Savings Plan.


3.       Qualifying Termination of Employment

         Benefits shall be payable under this Agreement only if the Employee's
         employment is terminated prior to the expiration of this Agreement
         under one of the following circumstances:

         (a)      Employee shall have been involuntarily terminated from
                  employment without cause.

             (i)      Cause shall include personal dishonesty; willful
                      misconduct; breach of fiduciary duty involving personal
                      profit; intentional failure to perform stated duties
                      (other than such failure resulting from the Employee's
                      incapacity due to physical or mental illness or any such
                      actual or anticipated failure resulting from the
                      Employee's termination for "Good Reason" as defined in
                      Subsection (b) of this Section below); willful


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                      violation of any law, rule, regulation (other than traffic
                      violations or similar offenses), or final cease and desist
                      order of the Federal Deposit Insurance Corporation.

             (ii)     For purposes of this Subsection, no act, or failure to
                      act, on the Employee's part shall be considered "willful"
                      unless done, or omitted to be done, by the Employee not in
                      good faith and without reasonable belief that the
                      Employee's action or omission was in the best interest of
                      the Bank.

             (iii)    Notwithstanding the foregoing, the Employee shall not be
                      deemed to have been terminated for Cause unless and until
                      there shall have been delivered to the Employee a copy of
                      a resolution duly adopted by the affirmative vote of not
                      less than three-quarters of the entire membership of the
                      Board at a meeting of the Board called and held for that
                      purpose (after reasonable notice to the Employee and an
                      opportunity for the Employee, to be heard before the
                      Board), finding that in the good faith opinion of the
                      Board the Employee was guilty of conduct set forth above
                      and specifying the particulars thereof in detail.

         (b)      Employee terminates his employment with Good Reason.

             (i)      The Employee shall be entitled to terminate his employment
                      for Good Reason. "Good Reason" shall mean:

                      (1)    the assignment to the Employee of any duties
                             inconsistent with the Employee's status as a senior
                             executive officer of the Bank or any significant
                             change in the Employee's responsibilities or duties
                             that negatively alters the nature and status of his
                             position.

                      (2)    a reduction by the Bank in the Employee's annual
                             salary as in effect on the date hereof or as the
                             same may be increased from time to time; or a
                             reduction in fringe benefits, unless such reduction
                             is made equitably or is applicable to other Bank
                             employees on a non-discriminatory basis; or

                      (3)    unless otherwise mutually agreed upon, the
                             relocation of the Bank's principal executive
                             offices to a location outside the greater Hartford
                             area or the Bank's requiring the Employee to be
                             based anywhere other than the Bank's principal
                             executive offices.


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             (ii)     The Employee's right to terminate his employment pursuant
                      to this Subsection shall not be affected by his incapacity
                      due to physical or mental illness.

         (c)      If the Employee becomes, in the business judgment of the Board
                  of Directors, physically, mentally, or otherwise disabled such
                  that he is unable to perform his duties for such a period of
                  time that his employment is terminated or he is replaced
                  without right of returning to his former position upon
                  becoming able to perform such duties.

                  (i)      Such determination by the Board of Directors shall be
                           based on the unanimous opinion of two physicians, one
                           selected by the Employee and one by the Bank.

                  (ii)     If such physicians are not in agreement, the Employee
                           and the Bank shall select a third physician whose
                           decision shall be used by the Board of Directors for
                           their determination.


4.       Benefits Payable Following Qualifying Termination of Employment

         In the event that the Employee's employment is terminated under one of
         the circumstances described in this paragraph 3 above, the Bank shall
         pay the Employee the amount described in paragraph 4 reduced by
         applicable withholding taxes:

         (a)      In the event that the employee is not 100% vested in his
                  accrued benefits under the Defined Benefit Plan at the time of
                  termination, the Bank shall pay him a lump sum amount equal to
                  the excess, if any, of:

             (i)      the lump sum value of his vested and unvested accrued
                      benefit under the pension plan at the time of his
                      termination reduced by;

             (ii)     the lump sum value of his vested accrued benefit under the
                      Plan.

         For purposes of this Agreement, the amount to be determined under this
         Clause (a) will be calculated by applying the provisions of the pension
         plan then in effect.

         (b)      In the event that the Employee is not 100% vested in his
                  account benefit under the 401k Savings Plan at the time of his
                  termination, the Bank shall make the lump sum payment to him
                  in an amount equal to the excess, if any, of:

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             (i)      the vested and unvested account balance determined as of
                      the most recent valuation date immediately preceding the
                      date of his termination of employment reduced by;

             (ii)     his vested account balance under the plan as of the most
                      recent valuation date immediately preceding the date of
                      his termination of employment.

         (c)      A lump sum in the amount of 18% of the sum of (a) and 
                  (b) above.


5.       Notice of Termination

         (a)      Any purported termination by the Bank or by the Employee
                  communicated by written Notice of Termination to the other
                  party hereto in accordance with Subsection (b) of this Section
                  6 shall mean a notice which shall indicate the specific
                  termination provision in this Agreement relied upon and shall
                  set forth in reasonable detail the facts and circumstances
                  claimed to provide a basis for termination of the Employee's
                  employment under the provision so indicated.

         (b)      A notice, request, demand or other communication required or
                  permitted to be given under this Agreement shall be sufficient
                  if in writing and if delivered personally, or sent by
                  certified or registered mail to the address below or to other
                  such addressee or address as shall be set forth in a notice
                  given in the same manner:

If to the Employee:                 Joseph Rossi
                                    45 Washburn Road
                                    Canton, CT  06019

If to the Bank (mail):              Tolland Bank
                                    Olde Tolland Common
                                    P. O. Box 156
                                    Tolland, CT 06084

If to the Bank (deliver):           Tolland Bank
                                    348 Hartford Tpke.
                                    Vernon, CT  06066



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6.       Successors; Binding Agreement


         (a)      The Bank will require any successor (whether direct or
                  indirect, by purchase, merger, consolidation or otherwise) to
                  all or substantially all of the business and/or assets of the
                  Bank to expressly assume and agree to perform this Agreement
                  in the same manner and to the same extent that the Bank would
                  be required to perform it if no such succession had taken
                  place. Failure of the Bank to obtain such assumption and
                  agreement prior to the effectiveness of any such succession
                  shall be a breach of this Agreement and shall entitle the
                  Employee to terms as the Employee would be entitled under this
                  Agreement if the Employee terminated his employment for Good
                  Reason, except that for purposes of implementing the
                  foregoing, the date on which any such succession becomes
                  effective shall be deemed the Date of Termination. As used in
                  this Agreement, "Bank" shall mean the Bank as hereinbefore
                  defined and any successor to its business and/or assets as
                  aforesaid which assumes and agrees to perform this Agreement
                  by operation of law, or otherwise.

         (b)      This Agreement shall inure to the benefit of and be
                  enforceable by the Employee's personal or legal
                  representatives, executors, administrators, successors, heirs,
                  distributees, devisees and legatees. If the Employee should
                  die while any amount would still be payable to the Employee
                  under this Agreement if the Employee had continued to live,
                  all such amounts, unless otherwise provided herein, shall be
                  paid in accordance with the terms of this agreement to the
                  Employee's devisee, legatee or other designee or if there is
                  no designee, to the Employee's estate.


7.       Validity

         If for any reason any provision hereof shall be determined to be
         invalid or unenforceable, the validity and effect to the other
         provisions hereof shall not be affected thereby.


8.       Waiver of Breach

         The waiver by the Bank or by the Employee of a breach of any provision
         of the Agreement by the other party shall not operate, or be construed,
         as a waiver of any other breach of such other party.


9.       Modification of Agreement

         This Agreement shall not be modified or amended except by written
         agreement of the parties hereto.


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10.      Arbitration and Attorney Fees


         Claims, disputes or other matters in question between the parties to
         this Agreement arising out of or relating to this Agreement or breach
         thereof, shall be subject to and decided by arbitration in accordance
         with the appropriate rules of the American Arbitration Association
         currently in effect, unless the parties mutually agree otherwise.

         The Employee seeking to enforce the terms of this Agreement who
         prevails is entitled to reasonable attorney fees.


11.      Applicable Law

         The parties hereto agree that this Agreement shall be construed and
         enforced pursuant to the laws of the State of Connecticut except to the
         extent that such law may be preempted by applicable Federal Law,
         including regulation, or orders duly issued by the FDIC ("Federal
         Law"), in which event this Agreement shall be governed and be
         interpreted by Federal Law.


         IN WITNESS WHEREOF, the parties hereto have set their hands as of the
day and year first above written.


EMPLOYEE:                                   FOR THE BANK:




/s/ Joseph H. Rossi                             /s/ William Dowty, Jr.
Joseph Rossi                                    William Dowty, Jr.
President & CEO                                 Chairman of Personnel Committee,
                                                Board of Directors

/s/ Patrick J. Logiudice
Witness


/s/ Cynthia S. Harris                               CORPORATE SEAL:
Witness



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