SOUTHERN CONNECTICUT BANCORP EXHIBIT 10.5 - ASSIGNMENT OF LEASE


ASSIGNMENT OF LEASE


            
    THIS
AGREEMENT made this 11th day of April, 2001, between Southern Connecticut
Bancorp, Inc. a Connecticut corporation with offices at 215 Church Street, New
Haven, Connecticut (“Assignor”) and The Bank of Southern Connecticut,
Inc., a Connecticut corporation with offices at 215 Church Street, New Haven,
Connecticut (“Assignee”).


WITNESSETH:


            
    WHEREAS,
Assignor entered into a Lease Agreement, dated August 17, 2000, with 215 Church
Street, LLC (“Landlord”) covering certain premises described therein
(the “Demised Premises”) known as 215 Church Street, New Haven,
Connecticut; and 


            
    WHEREAS,
the Lease Agreement was amended by a First Amendment to Lease, dated March 30,
2001, a letter agreement between Landlord and Tenant dated January 3, 2001, and
a Second Amendment to Lease, dated March 31, 2001 (the Lease Agreement as
modified is hereinafter referred to as the “Lease,” a copy of which is
attached hereto as Exhibit A; 


            
    WHEREAS, the Tenant will own all the issued shares of stock in The Bank of Southern Connecticut, Inc.
(“Bank”);


            
    WHEREAS, the Bank will occupy the Demised Premises and will derive the benefit
of the Lease; and


            
    WHEREAS, pursuant to § 6.1 of the Lease, the Bank is a Permitted Assignee of the
Lease and further the Tenant is not required to obtain the approval of the
Landlord to assign the Lease to the Bank. 


            
    NOW WHEREFORE, in consideration of the mutual promises and covenants herein
contained and for other good and valuable consideration, the receipt of which is
hereby acknowledged, it is agreed as follows:


            
    1.   
Assignor does hereby assign, transfer and convey unto Assignee as of January 1,
2001 all right, title and interest Assignor has in the Lease, including all
rents due or to become due, and all right and authority to enforce the terms and
conditions of the Lease in its own name or in the name of Assignor, its heirs,
successors and assigns, as may be required by law, provided however, that any
and all costs, expenses and fees (including reasonable attorney’s fees)
incurred in enforcing or fulfilling the terms and conditions of the Lease
against the tenant therein shall be the sole and exclusive responsibility of
Assignee. 


            
    2.   
Assignee hereby accepts the foregoing assignment and transfer and promises to be
bound by all the covenants, stipulations, agreements, and obligations under the
Lease occurring on or after December 31, 2000, or otherwise attributable to the
period commencing on said date and continuing thereafter and the Assignor shall
be responsible for the period prior thereto.










            
    3.   
Further, Assignee shall indemnify and hold Assignor harmless against any claim
of liability, demand, actions, causes of action, suits, proceedings, loss, costs
or expenses of any nature whatsoever, breach of the Lease, and from personal
injury or property damage resulting from or arising out of or related to the
Lease occurring after the date of the signing of this Agreement.


            
    4.   
This Agreement shall be binding upon the heirs, representatives, successors and
assigns of the parties. The parties shall execute and deliver such further and
additional instruments, agreements and other documents as may be necessary to
evidence or carry out the provisions of this Assignment. This Agreement may not
be changed, modified, discharged, or terminated orally or in any manner other
than an agreement in writing signed by the parties hereto or their respective
successors and assigns.


            
    IN WITNESS WHEREOF, the parties to these presents have hereunto set their hands
and seals the day first above written.



	/s/ Lewis A. Hurwitz		SOUTHERN CONNECTICUT BANKCORP, INC.
	
Lewis A. Hurwitz	 	 
	 
	 
	 

	/s/ Rosemarie A. Romano	 	By /s/ Joseph V. Ciaburri   
                         
	
Rosemarie A. Romano	 	Joseph V. Ciaburri
Its Chairman and Chief Executive Officer
	 
	 
	 

	 
	 
	 

	 	 	THE BANK OF SOUTHERN CONNECTICUT, INC.
	 
	 
	 

	 
	 
	 

	/s/ Lewis A. Hurwitz	 	By /s/ Gary Mullin      
             
                   
	
Lewis A. Hurwitz	 	Gary Mullin
Its President and Chief Operating Officer
	 
	 
	 

	/s/ Rosemarie Romano	 	 
	
Rosemarie Romano	 	 












	STATE OF CONNECTICUT	:	 	 
		:	ss 	April 11, 2001          
	COUNTY OF NEW HAVEN	:	 	 





Personally appeared Joseph
V. Ciaburri, who acknowledged himself to be the Chairman and Chief Executive
Officer of Southern Connecticut Bancorp, Inc., a Connecticut corporation, and
that he as such Chairman and Chief Executive Officer, being authorized so to do,
executed the foregoing instrument for the purposes therein contained, by signing
the name of the corporation by himself.





		/s/ Lewis A. Hurwitz
	 	
Commissioner of Superior Court
Lewis A. Hurwitz






	STATE OF CONNECTICUT	:	 	 
		:	ss 	April 11, 2001          
	COUNTY OF NEW HAVEN	:	 	 






Personally appeared Garry
Mullin, who acknowledged himself to be the President and Chief Operating Officer
of The Bank of Southern Connecticut, Inc., a Connecticut corporation, and that
he as such President and Chief Operating Officer, being authorized so to do,
executed the foregoing instrument for the purposes therein contained, by signing
the name of the corporation by himself.





		/s/ Lewis A. Hurwitz
	 	
Commissioner of Superior Court
Lewis A. Hurwitz