EXHIBIT 13



         THE FIRST CONNECTICUT CAPITAL CORPORATION

         Financial Statements as of and for the Years Ended March 31, 2000 and
         1999 and Independent Auditors' Report



<PAGE>





INDEPENDENT AUDITORS' REPORT


Stockholders and Board of Directors
   of The First Connecticut Capital Corporation

We have audited the accompanying balance sheets of The First Connecticut Capital
Corporation (the "Corporation") as of March 31, 2000 and 1999 and the related
statements of income, changes in stockholders' equity and cash flows for the
years then ended. These financial statements are the responsibility of the
Corporation's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Corporation at March 31, 2000 and 1999
and the results of its operations and its cash flows for the years then ended in
conformity with accounting principles generally accepted in the United States of
America.



Deloitte & Touche LLP
Hartford, CT


May 26, 2000


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<CAPTION>


THE FIRST CONNECTICUT CAPITAL CORPORATION
-----------------------------------------

BALANCE SHEETS, MARCH 31, 2000 AND 1999
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)




ASSETS                                                       2000           1999
------                                                       ----           ----

<S>                                                        <C>          <C>
Cash and cash equivalents                                  $   327      $   385
Restricted cash                                                 42           53
Loans - net of allowance for loan losses of
            $45 in 2000 and $89 in 1999                      2,346          663
Loans held for sale                                            559          294
Partnership loans                                             --             30
Accrued interest receivable                                      6           10
Note receivable, net                                          --            357
Servicing rights                                               140           79
Fixed assets                                                    16           22
Deferred income taxes                                          554          421
Other assets                                                    44           55
                                                           -------      -------

TOTAL ASSETS                                               $ 4,034      $ 2,369
                                                           =======      =======


LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
Line of credit                                             $ 1,718      $  --
Accounts payable and other accrued expenses                     45          232
                                                           -------      -------

TOTAL LIABILITIES                                            1,763          232
                                                           -------      -------

Commitments and contingencies (Note 8 and 10)

STOCKHOLDERS' EQUITY:
Common stock, no par value, stated value $.50
   per share, authorized 3,000,000 shares,
   issued and outstanding 1,173,382 shares                     587          587
Additional paid in capital                                   9,253        9,253
Accumulated deficit                                         (7,569)      (7,703)
                                                           -------      -------

TOTAL STOCKHOLDERS' EQUITY                                   2,271        2,137
                                                           -------      -------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                 $ 4,034      $ 2,369
                                                           =======      =======


See notes to financial statements.

                                        2
</TABLE>

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<TABLE>
<CAPTION>


THE FIRST CONNECTICUT CAPITAL CORPORATION
-----------------------------------------

STATEMENTS OF INCOME YEARS ENDED MARCH 31, 2000 AND 1999
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)


                                                            2000            1999
                                                            ----            ----
INTEREST INCOME:
<S>                                                  <C>            <C>
Interest and fees on loans                           $       509    $       328
                                                     -----------    -----------

INTEREST EXPENSE:
Interest expense on line of credit                            91           --
Other interest expense                                        19              9
                                                     -----------    -----------

TOTAL INTEREST EXPENSE                                       110              9

NET INTEREST INCOME                                          399            319

REDUCTION OF ALLOWANCE FOR LOANS                              44            261
                                                     -----------    -----------

NET INTEREST INCOME AFTER
   REDUCTION OF ALLOWANCE FOR LOANS                          443            580
                                                     -----------    -----------


OTHER OPERATING INCOME:
Servicing fees                                               246            122
Net gains on sales of loans held for sale                    140             79
Other fees                                                    36             34
                                                     -----------    -----------
    Total other operating income                             422            235
                                                     -----------    -----------

TOTAL INCOME                                                 865            815
                                                     -----------    -----------

OTHER OPERATING EXPENSES:

Officers' salaries                                           148            131
Other salaries                                                37             36
Directors' fees                                                3              5
Professional services                                         63             48
Miscellaneous taxes                                           22             16
Employee and general insurance                                39             37
Note receivable loss and other losses                        326           --
Loss on disposal of fixed assets                               2             14
Rent                                                          32             31
Amortization of servicing rights                              79             14
Corporate insurance expenses                                  20             12
Licenses, dues and subscriptions expenses                      7              7
Communications                                                11             11
Advertising and promotions                                     5              2
Stock record and other financial expenses                     16              5
Depreciation                                                   9             11
Equipment and auto rental                                     13              6
Postage expenses                                               5              7
Office supplies                                                7              7
Other                                                         20             25
                                                     -----------    -----------
    Total other operating expenses                           864            425
                                                     -----------    -----------

INCOME BEFORE INCOME TAXES                                     1            390
INCOME TAX BENEFIT                                          (133)          (418)
                                                     -----------    -----------

NET INCOME                                           $       134    $       808
                                                     ===========    ===========

INCOME PER COMMON SHARE (BASIC AND DILUTED)          $      0.11    $      0.69
                                                     ===========    ===========

Weighted average number of
  common shares outstanding (basic and diluted)        1,173,382      1,173,382
                                                     ===========    ===========

See notes to financial statements.

                                        3
</TABLE>


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<TABLE>
<CAPTION>

THE FIRST CONNECTICUT CAPITAL CORPORATION
-----------------------------------------

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
YEARS ENDED MARCH 31, 2000 AND 1999
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

                                                 COMMON STOCK
                                                 ------------                                                   TOTAL
                                          NUMBER OF                       PAID-IN           ACCUMULATED     STOCKHOLDERS'
                                            SHARES         AMOUNT         SURPLUS           DEFICIT              EQUITY

<S>                                      <C>               <C>           <C>              <C>                  <C>
BALANCE, APRIL 1,1998                     1,173,382         $587          $9,253           ($8,511)             $1,329


Net Income                                     --            --             --                 808                808
                                        --------------    ----------    ------------    ----------------    ---------------

BALANCE, March 31,1999                    1,173,382          587           9,253            (7,703)             2,137



Net Income                                   --               --            --                 134               134

                                        --------------    ----------    ------------    ----------------    ---------------
BALANCE, March 31, 2000                   1,173,382         $587          $9,253           ($7,569)             $2,271
                                        ==============    ==========    ============    ================    ===============


See notes to financial statements.

</TABLE>


                                       4



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<TABLE>
<CAPTION>

THE FIRST CONNECTICUT CAPITAL CORPORATION
-----------------------------------------

STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 2000 AND 1999
(DOLLARS IN THOUSANDS)

                                                                                2000        1999
                                                                                ----        ----
OPERATING ACTIVITIES
<S>                                                                         <C>         <C>
   Net income                                                               $    134    $    808
   Adjustments to reconcile net income to net cash
       used in operating activities:
       Deferred taxes                                                           (139)       (421)
       Loss on disposal of fixed assets                                            2          14
       Note receivable loss and other losses                                     326        --
       Net gain on sales of loans held for sale                                 (140)        (79)
       Reduction of allowance for loan losses                                    (44)       (261)
       Depreciation                                                                9          11
       Amortization of servicing rights                                           79          14
       Interest accretion on note receivable                                     (15)        (27)
       Origination of loans held for sale                                    (12,182)     (8,146)
       Proceeds from sales of loans held for sale                             11,917       7,946
       Decrease in accrued interest receivable                                     4          11
       Decrease (increase) in other assets                                        11         (20)
       (Decrease) increase in accounts payable and other accrued expenses       (187)         90
       Decrease (increase) in restricted cash                                     11          (4)
                                                                            --------    --------

            Net cash used in operating activities                               (214)        (64)
                                                                            --------    --------
INVESTING ACTIVITIES
      Originations of loans                                                   (1,718)       (506)
      Principal collected on loans                                                79         570
      Proceeds from sale of  fixed assets                                          1           3
      Purchases of fixed assets                                                   (4)        (13)
                                                                            --------    --------

            Net cash (used in) provided by investing activities               (1,642)         54
                                                                            --------    --------
FINANCING ACTIVITIES
     Increase in line of credit borrowings                                     1,718        --
     Principal collected on note receivable                                       50         120
     Decrease in Partnership loans                                                30          61
                                                                            --------    --------

            Net cash provided by financing activities                          1,798         181
                                                                            --------    --------

(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                                 (58)        171

CASH AND CASH EQUIVALENTS, BEGINNING                                             385         214
                                                                            --------    --------

CASH AND CASH EQUIVALENTS, ENDING                                           $    327    $    385
                                                                            ========    ========

See notes to financial statements.

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                                       5
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THE FIRST CONNECTICUT CAPITAL CORPORATION
-----------------------------------------


NOTES TO FINANCIAL STATEMENTS
YEARS ENDED MARCH 31, 2000 AND 1999
(DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)

1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         LOANS - Loans are generally recorded at the principal amount
         outstanding. Interest rates on loans are fixed at the time of issuance
         and are based upon current market rates at the time. Outstanding loans
         are payable in a variety of methods over a term generally not exceeding
         one year, all are collateralized by liens on real properties; a few of
         such properties are subject to prior liens. Interest income on loans is
         recognized based on rates applied to principal amounts outstanding. In
         connection with most loans, the borrower also pays a nonrefundable fee
         to the Corporation. Loans are generally placed on nonaccrual status
         when they become 180 days past due or earlier, if the loan is
         considered impaired. Any unpaid amounts previously accrued on these
         loans are reversed from income. Subsequent cash receipts are applied to
         the outstanding principal balance or to interest income if, in the
         judgment of management, collection of the outstanding principal is not
         in question. Loans are removed from non-accrual status when they become
         current as to both principal and interest and when subsequent
         performance reduces the concern as to the collectibility of principal
         and interest.

         LOANS HELD FOR SALE - Mortgage loans originated and intended for sale
         in the secondary market are carried at the lower of cost or fair value
         in the aggregate. Net unrealized losses are recognized through a
         valuation allowance charged to income.

         ALLOWANCE FOR LOAN LOSSES - The allowance for loan losses is determined
         by management on a loan-by-loan basis. The allowance is an amount that
         management believes will be adequate to absorb losses on existing loans
         that may become uncollectible, based on evaluations of the
         collectibility of the loans. The evaluations take into consideration
         such factors as geographic location, assessment of collateral quality,
         appraisals of significant collateral and other conditions that may
         affect the borrower's ability to repay.

         Certain impaired loans are measured based on the present value of
         expected future cash flows discounted at the loan's effective interest
         rate or, as a practical expedient, at the loan's observable market
         price or the estimated fair value of the collateral if the loan is
         collateral dependent.

         CONCENTRATION OF CREDIT RISKS - The nature of the Corporation's
         business is to fund and service mortgages to qualified borrowers within
         the northeastern United States, and more localized in the state of
         Connecticut where management has the most experience. The mortgage
         loans are predominately collateralized with residential properties;
         however, there are a few smaller commercial properties as well as some
         vacant land. The Corporation maintains a strict real estate appraisal
         policy as well as underwriting guidelines.

                                        6


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THE FIRST CONNECTICUT CAPITAL CORPORATION
-----------------------------------------


NOTES TO FINANCIAL STATEMENTS - continued
YEARS ENDED MARCH 31, 2000 AND 1999
(DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)

         CASH AND CASH EQUIVALENTS - The Corporation has defined cash as
         including cash on hand and cash in interest bearing and noninterest
         bearing operating bank accounts. Highly liquid investments such as time
         deposits with an original maturity of three months or less are
         considered to be cash equivalents.

         RESTRICTED CASH - Restricted cash is composed of a certificate of
         deposit, which is being maintained as collateral for the Corporation's
         standby letter of credit.

         INCOME TAXES - The Corporation follows the asset and liability method,
         whereby deferred tax assets and liabilities are recognized for the
         future tax consequences attributable to differences between the
         financial statement carrying amounts of existing assets and liabilities
         and their respective tax basis. Deferred tax assets and liabilities are
         measured using enacted tax rates expected to apply to taxable income in
         the years in which those temporary differences are expected to be
         recovered or settled.

         FIXED ASSETS - Fixed assets are carried at original cost. Depreciation
         is provided for primarily by using accelerated depreciation methods
         over the estimated service lives as follows:

                  Improvements                       31 years
                  Furniture and fixtures             3-5 years
                  Equipment                          3-5 years
                  Automobiles                        3 years

         MORTGAGE SERVICING RIGHTS - The Corporation recorded an asset related
         to servicing of loans. This asset is affected by the predominant risk
         characteristics of the underlying financial assets and, accordingly,
         the Corporation periodically assesses the asset for impairment. Since
         the underlying financial assets primarily represent loans
         collateralized by first mortgages, the servicing rights asset
         encompasses risks commonly associated with mortgage loans. Estimation
         of a valuation allowance to reduce the servicing rights asset to fair
         value involves evaluating the characteristics of the underling assets
         including interest rates, estimated remaining lives, dates of
         origination, terms, and geographic location. No valuation allowance was
         recorded at March 31, 2000 and 1999, based on the characteristics of
         the underlying financial assets.

         INCOME PER COMMON SHARE - Basic earning per share ("EPS") is based on
         the weighted average number of common shares outstanding for the
         period, excluding the effects of any potentially dilutive securities.
         Diluted EPS reflects the potential dilution that could occur if
         securities or other contracts to issue common stock were exercised or
         converted. Net income per share is calculated by dividing net income by
         the weighted average number of common shares outstanding during the
         period.
                                        7


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THE FIRST CONNECTICUT CAPITAL CORPORATION
-----------------------------------------


NOTES TO FINANCIAL STATEMENTS - continued
YEARS ENDED MARCH 31, 2000 AND 1999
(DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)

         STOCK OPTIONS - As allowed by Financial Accounting Standard No. 123,
         the Corporation accounts for stock-based compensation using the
         intrinsic value method under Accounting Principles Board Opinion No.
         25, "Accounting for Stock Issued to Employees."

         USE OF ESTIMATES - The preparation of financial statements in
         conformity with accounting principles generally accepted in the United
         States of America requires management to make estimates and assumptions
         that affect the reported amounts of assets and liabilities and
         disclosure of contingent assets and liabilities at the date of the
         financial statements and the reported amounts of revenue and expenses
         during the reporting periods. Actual results could differ significantly
         from those estimates.

         NEW ACCOUNTING PRONOUNCEMENTS - In 1998, the Financial Accounting
         Standards Board (FASB) issued Statement of Financial Accounting
         Standards (SFAS) No. 133, "Accounting for Derivative Instruments and
         Hedging Activities", as amended in June 1999 by SFAS No. 137,
         "Accounting for Derivative Instruments and Hedging Activities -
         Deferral of the Effective Date of FASB Statement No. 133". This
         statement establishes accounting and reporting standards for derivative
         instruments and for hedging activities. It requires that an entity
         recognize all derivatives as either assets or liabilities in the
         statement of financial position and measure those assets and
         liabilities at fair value. This statement is effective for the fiscal
         years beginning after June 15, 2000. Management does not believe that
         adoption of this standard will significantly impact the Corporation's
         financial statements.

         RECLASSIFICATIONS - Certain amounts in the 1999 financial statements
         have been reclassified to conform to the 2000 presentation.

2.       PARTNERSHIP

         On March 21, 1997, the Corporation formed a Limited Partnership (the
         "Limited Partnership") known as First Connecticut Capital Mortgage Fund
         A, Limited Partnership of which the Corporation is the General Partner.
         The purpose of this entity is to sell units in the Limited Partnership
         to investors in a private placement, up to a maximum of $5,000 in $50
         units, for the purpose of funding a short-term Portfolio Loan Program
         for the Limited Partnership. The limited partners will be restricted to
         investors who qualify as "Accredited Investors", as defined in
         Regulation D, promulgated under the Securities Act of 1933. This
         program generates income to the Corporation in the form of loan
         origination fees and servicing fees in excess of a guaranteed income
         return to the limited partners in connection with mortgage loans that
         would be purchased by the Limited Partnership from the funds invested
         by the limited partner.

                                        8

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THE FIRST CONNECTICUT CAPITAL CORPORATION
-----------------------------------------


NOTES TO FINANCIAL STATEMENTS - continued
YEARS ENDED MARCH 31, 2000 AND 1999
(DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)

         As of March 31, 2000 and 1999, the Corporation had a one-percent
         interest in the Limited Partnership with a recorded investment balance
         of $13, which is accounted for on the equity method of accounting. The
         following presents unaudited summarized financial information for the
         Limited Partnership as of and for the years ended December 31, 1999 and
         1998, the Limited Partnership's fiscal year end:
                                                                 1999      1998
                                                                 ----      ----

 Total Assets
(principally consisting of mortgages receivable)               $4,451     $3,622
 Total Liabilities                                                 41         36
 Total Partnership Capital                                      4,410      3,586
 Total Revenues                                                   508        245
 Net income                                                         2          9

3.       LOANS AND ALLOWANCE FOR LOAN LOSSES

         Loans and allowance for loan losses at March 31, are as follows:

                                                          2000             1999
                                                          ----             ----

         Loans                                           $2,391          $  752
         Allowance for loan losses                          (45)            (89)
                                                         ------          -------

         Total                                          $ 2,346          $  663
                                                        =======          ======

         Changes in the allowance for loan losses are summarized as follows for
the years ended March 31:
                                                          2000             1999
                                                          ----             ----

         Beginning balance                           $      89         $    350
         Reduction of allowance for loan losses            (44)            (261)
                                                     ---------         --------

         Ending balance                              $      45         $     89
                                                     =========         ========

         At March 31, 2000, the Corporation has a recorded investment in
         impaired loans of $135 and a related allowance for investment losses of
         $45, as compared to $184 of impaired loans and a related allowance for
         investment losses of $89 at March 31, 1999. The average recorded
         investment in impaired loans for the years ended March 31, 2000 and
         1999 was $160 and $461, respectively, and the income recorded on these
         loans identified as impaired totaled $30 and $63, respectively.

                                        9


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THE FIRST CONNECTICUT CAPITAL CORPORATION
-----------------------------------------

NOTES TO FINANCIAL STATEMENTS - continued
YEARS ENDED MARCH 31, 2000 AND 1999
(DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)


         Loans on which the accrual of interest has been discontinued amounted
         to approximately $14 for March 31, 1999, there was no such interest
         discontinued for March 31, 2000. If those loans had been current
         throughout their terms, interest income would have increased $12 for
         the year ended March 31, 1999.

4.       FIXED ASSETS

         At March 31, the costs and related accumulated depreciation of the
         Corporation's fixed assets were as follows:

                                                        2000         1999
                                                        ----         ----

                  Improvements                       $     7       $    7
                  Equipment                               40          145
                                                     -------       ------
                  Fixed assets at cost                    47          152
                  Accumulated depreciation               (31)        (130)
                                                     -------       ------
                  Fixed assets-net                   $    16       $   22
                                                     =======       ======

5.       INCOME TAXES

         The income tax benefit consists of the following for the years ended
March 31:

                                                            2000           1999
                                                            ----           ----
     Current:
              Federal                                      $--            $--
              State                                            6              3
                                                           -----          -----
     Total current:                                            6              3
                                                           -----          -----

     Deferred:
              Federal                                       --               55
              State                                         --               13
                                                           -----          -----
     Total deferred                                         --               68
                                                           -----          -----

     Valuation allowance adjustment:
              Federal                                       (136)          (451)
              State                                           (3)           (38)
                                                           -----          -----
     Total adjustment                                       (139)          (489)
                                                           -----          -----

     Total income tax benefit                              $(133)         $(418)
                                                           =====          =====

         The state income tax currently payable for both years consist of the
minimum tax and tax on capital.

                                       10


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THE FIRST CONNECTICUT CAPITAL CORPORATION
-----------------------------------------

NOTES TO FINANCIAL STATEMENTS - continued
YEARS ENDED MARCH 31, 2000 AND 1999
(DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)

         A reconciliation of the income tax benefit computed by applying the
         federal statutory rate to income before income taxes to the actual
         income tax benefit for the years ended March 31 is as follows:

                                                           2000            1999
                                                           ----            ----
         Income tax provision
           at statutory rate                           $      2          $  136
         State income tax, net of
           federal benefit                                    4              11
         Valuation allowance adjustment                    (139)           (489)
         Other                                               --              51
         Benefit of net operating loss carryforward
           for which no asset was previously
           recognized                                        --            (127)
                                                         ------         -------
         Total                                           $( 133)          $(418)
                                                         ======         =======

The components of the net deferred tax asset at March 31 are as follows:

                                                       2000              1999
                                                       ----              ----
         Deferred tax asset:
           Net operating loss carryforward           $2,783            $2,840
           Valuation allowance                       (2,229)           (2,419)
                                                     ------            ------
           Net deferred tax asset                    $  554            $  421
                                                     ======            ======

         The deferred tax asset results from net operating loss carryforwards
         (NOLS). Management has evaluated the available evidence about future
         taxable income. The valuation allowance reduces the deferred tax asset
         related to the NOLS to management's best estimate of the amount of such
         deferred tax asset that more likely than not will be realized. The
         valuation allowance was reduced by $190 and $876 for the years ended
         March 31, 2000 and 1999, respectively, primarily due to an increase in
         the estimated realizability of the deferred tax asset.

         At March 31, 2000, the Corporation had available federal and state net
         operating loss carryforwards of $9,115 and $579, respectively, for
         income tax purposes, which expire from 2001 to 2015.

6.       LINE OF CREDIT

         On December 7, 1999, the Corporation closed its second Commercial Line
         of Credit with The Hudson United Bank (formerly Lafayette American Bank
         & Trust Company). This $2,000 line of credit is for a term of one year
         and interest is computed at 2.5% over the Wall Street Prime Rate (11.5%
         at March 31, 2000). This line is collateralized by an assignment of
         notes and mortgages equal to the amount of the loan. At March 31, 2000,
         there was $1,718 advanced on this line of credit. There were no
         advances outstanding on the previous line of credit at March 31, 1999.



                                       11


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THE FIRST CONNECTICUT CAPITAL CORPORATION
-----------------------------------------

NOTES TO FINANCIAL STATEMENTS - continued
YEARS ENDED MARCH 31, 2000 AND 1999
(DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)

7.       TRANSACTIONS WITH AFFILIATES

         Affiliates include directors and officers of the Corporation and
         members of their immediate families and companies which have a 5% or
         more ownership in the Corporation.

         Legal services, including representation of the Corporation on the
         closing of all new loans, foreclosure proceedings on delinquent loans
         and general corporate and security matters, are provided by a firm in
         which a director is a principal. Fees for these services were $1 and $5
         for the years ended March 31, 2000 and 1999, respectively.

         As of March 31, 2000, the Corporation has a $120 loan outstanding to CF
         Industries, Inc. The President of CF Industries, Inc. is a director of
         the Corporation. The loan is collateralized by a first mortgage on
         property owned by CF Industries, Inc., and is personally guaranteed by
         the director. The Loan Committee and the Board of Directors approved
         the loan which was granted at terms equivalent to other arm's length
         transactions entered into by the Corporation.

8.       COMMITMENTS AND CONTINGENCIES

         The Corporation has a $40 letter of credit outstanding as of March 31,
         2000 and 1999 at a stated interest rate of 2 % per annum related to
         obtaining its Connecticut license as a First Mortgage
         Loan-Lender/Broker. The letter of credit expires February 9, 2002. At
         March 31, 2000 and 1999, restricted cash includes a $42 and $53
         certificate of deposit, which is being maintained as collateral for the
         letter of credit.

         As of March 31, 2000 and 1999, the Corporation had outstanding loan
         commitments of $2,633 and $2,180, respectively.

9.       STOCK OPTIONS

         The Corporation has a compensatory stock option plan (the "Plan") which
         enables the granting of options to officers to purchase shares of the
         Corporation's common stock at prices equal to fair value at the date of
         grant. Options expire within five years of grant.

         During the year ended March 31, 1999, 60,000 options were granted at an
         exercise price of $1.21. No options were granted, exercised or canceled
         during the year ended March 31, 2000. No compensation cost has been
         recognized for stock options awarded under the Plan. Had compensation
         costs for the Corporation's stock option plan been determined based on
         the fair value at grant dates, the Corporation's net income for the
         year ended March 31, 1999 would have decreased by $39.



                                       12

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THE FIRST CONNECTICUT CAPITAL CORPORATION
-----------------------------------------


NOTES TO FINANCIAL STATEMENTS - continued
YEARS ENDED MARCH 31, 2000 AND 1999
(DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)

10.      LEASES

         The Corporation leases office space and equipment for use in
         operations. The leases generally provide that the Corporation pays
         taxes, insurance and maintenance expenses. Some leases contain renewal
         options, and rent payments change in accordance with changes in the
         Consumer Price Index. Rental expense relating to cancelable and
         noncancelable operating leases amounted to $32 and $31 for the years
         ended March 31, 2000 and 1999, respectively.

         As of March 31, 2000, future minimum rental payments required under
         noncancelable operating leases were as follows:

                      Year Ending
                       MARCH 31,
                      -----------
                       2001                 $47
                       2002                  36
                       2003                   4
                                            ---

                           TOTAL            $87
                                            ===

11.      FAIR VALUE OF FINANCIAL INSTRUMENTS

         Methods and assumptions for estimating the fair value of the Company's
         financial instruments are set forth below. Fair values are calculated
         based on the value without regard to any premium or discount that may
         result from concentrations of ownership of a financial instrument,
         possible tax ramifications or estimated transaction costs.


         LOANS - Substantially all of the Corporation's loans have a maturity of
         one year or less. For loans considered to be impaired under FASB 114,
         the estimated fair value for loans is based on the present value of
         expected future cash flows discounted at the loan's effective interest
         rate or on recent external appraisals or other available market
         information if the loan is collateral dependent. Assumptions regarding
         credit risk, cash flow, and discount rates are judgmentally determined
         using available market information and specific borrower information.


         LOANS HELD FOR SALE - For loans held for sale fair value is estimated
         by discounting contractual cash flows adjusted for prepayment estimates
         using discount rates based on secondary market sources adjusted to
         reflect differences in servicing and credit costs.

                                       13

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THE FIRST CONNECTICUT CAPITAL CORPORATION
-----------------------------------------

NOTES TO FINANCIAL STATEMENTS - continued
YEARS ENDED MARCH 31, 2000 AND 1999
(DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)


         MORTGAGE SERVICING RIGHTS - The Corporation estimates fair value for
         its servicing rights by discounting expected net cash flows through
         maturity from servicing activities at market discount rates that
         reflect the credit and interest rate risk inherent in the servicing
         rights.

         NOTE RECEIVABLE - The fair value of the note receivable was estimated
         by discounting future cash flows at a then current market rate of
         interest.

         OTHER ON-BALANCE SHEET FINANCIAL INSTRUMENTS - Other on-balance sheet
         financial instruments include cash and cash equivalents, restricted
         cash, accrued interest receivable and a line of credit. The carrying
         value of each of these financial instruments is a reasonable estimation
         of fair value.

         The carrying values were equal to the estimated fair values of cash and
         cash equivalents, restricted cash, loans, loans held for sale, mortgage
         servicing rights, note receivable, and accrued interest receivable as
         of March 31, 2000 and 1999.

         LIMITATIONS - Fair value estimates are made at a specific point in
         time, based on relevant market information and information about the
         financial instrument. These estimates do not reflect any premium or
         discount that could result from offering for sale at one time the
         Company's entire holdings of a particular financial instrument. Because
         no market exists for a significant portion of the Company's financial
         instruments, fair value estimates are based on judgments regarding
         future expected loss experience, current economic conditions, risk
         characteristics of various financial instruments and other factors.
         These estimates are subjective in nature and involve uncertainties and
         matters of significant judgment and, therefore, cannot be determined
         with precision. Changes in assumptions could significantly affect the
         estimates.



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