SOUTHERN CONNECTICUT BANKCORP EXHIBIT 10.7


EMPLOYMENT
AGREEMENT


            
    This Agreement is made and entered into as of the 23rd day of
January, 2001, by and between THE BANK OF SOUTHERN CONNECTICUT, INC., and SOUTHERN CONNECTICUT BANCORP, INC.,
having its principal place of business in New Haven, Connecticut (hereinafter collectively referred to as the
"Employer") and JOSEPH V. CIABURRI, residing in West Haven, Connecticut (hereinafter referred to as the
"Employee").


W I T N E S S E T H


            
    WHEREAS, the Employee is experienced in the operation and management of a bank; and


            
    WHEREAS, the Employer desires to secure the services of the Employee on the
terms herein set forth; and 

            
    WHEREAS, the Employee is willing to enter into this
Agreement on said terms; 

            
    NOW, THEREFORE, in consideration of the promises and
the mutual covenants herein contained, the parties hereto, intending to
be legally bound, do hereby mutually covenant and a agree as follows:


            
    1.    Employment.   The Employer agrees to employ the Employee as
Chairman and Chief Executive Officer of the Employer for the Term of




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Employment as defined in Section 2, and the Employee accepts said
employment and agrees to serve in such capacity upon the terms and
conditions hereinafter set forth.

            
    2.      
Term of Employment.   The Term of Employment shall commence on the opening
day of operation of the Employer as a bank and shall end five (5) years from
such date; PROVIDED, HOWEVER, that the Employer shall have the right to
terminate the Employee’s employment at the end of the fourth year if the
Employer notifies the Employee at least six (6) months prior to the end of the
fourth year of its desire to terminate. The term of Employment shall
automatically be extended at the end of the initial term and each extension
thereafter for an additional twelve (12) month period; provided that either
party may serve written notice to the other at least six (6) months prior to the
end of the initial term and each twelve (12) month extension of its desire that
the period of employment not be further automatically extended, in which event
there shall thereafter be no further automatic extensions. Notwithstanding the
foregoing, the term of Employment shall end if sooner terminated as provided in
Section 6.


            
    3.      
Duties of Employment. The Employee agrees that, so long as he shall be
employed by the Employer, the Employee shall perform all duties assigned or
delegated to him under the by laws of the Employer or from time to time by the
Board of Directors of the Employer consistent with his position as Chairman of
the Board and Chief Executive Officer of the Employer or as designated below,
and shall be responsible for and perform all acts and services customarily




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associated with such position  including the overall management of the Employer,
devoting his full time,  best efforts and  attention to the  advancement  of the
interests and business of the Employer. The Employee shall also serve as a Chief
Executive  Officer and  Chairman of the Board of Southern  Connecticut  Bancorp,
Inc.,  and as an Officer  and  Director  of  subsidiaries  of the  Employer  and
Southern  Connecticut  Bancorp,  Inc.  The  Employee  shall not be engaged in or
concerned  with  any  other  duties  or  pursuits   which  are   competitive  or
inconsistent  with the interests and business of the Employer.  It is understood
that the Employee  may have other  directorships  which may,  from time to time,
require  minor  portions  of his  time  but  which  shall  not  interfere  or be
inconsistent  with his  duties  hereunder;  PROVIDED,  HOWEVER,  that  each such
directorship  shall be subject to the  approval of the Board of Directors of the
Employer, which approval shall not be unreasonably withheld.


            
    4.      Compensation.   During the Term of Employment, the Employer shall pay to the Employee as
compensation for the services to be rendered by him hereunder the following:


            
    (a)     The Employer shall pay to the Employee
a base salary at the rate of ONE HUNDRED
FIFTY THOUSAND DOLLARS ($150,000.00) for each twelve (12) months of employment,
or such larger sum as the Board of Directors of Employer may from time to time
determine. However the base salary for each successive twelve month period shall
be no less than that determined under the following subparagraph (b). Such
compensation shall be payable in accordance with normal payroll practices of
Employer.




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    (b)      
The base salary for each successive twelve month period shall be equal to the
previous twelve month base salary adjusted to reflect the increase in the Price
Index from the commencement of the previous twelve months to the commencement of
each successive twelve month period. This adjustment shall be calculated by
multiplying the previous twelve month base salary by a fraction, the denominator
of which is the Price Index on the first day of the commencement date of the
previous twelve months and the numerator of which is the Price Index on the
first day of the commencement date of the successive twelve month period, with
the resulting figure being the base salary during each successive twelve month
period. “Price Index” as used herein shall refer to the Official
Consumer Price Index, U.S. City Average, All Items, published by the Bureau of
Labor Statistics, U.S. Department of Labor (1982-84 = 100). In the absence of
any such Price Index, if the parties cannot otherwise agree, the matter shall be
referred to arbitration, with the intention being to adjust the base salary to
reflect the intention of the parties as herein stated. Notwithstanding the above
the automatic increase in base salary shall be no less than Five Percent (5%)
over the base salary for the previous twelve month period.


            
    (c)     
In addition to the base salary set forth above, the Employee shall be entitled
to such merit bonuses reflecting job performance achievements, and/or such other
form(s) of merit compensation, as the Board of Directors of the Employer may in
its discretion determine at the end of each calendar year(s) during such Term of
Employment. The Board of Directors may establish one or more




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individual or corporate
goals for each such year, the achievement of which may be made a
condition to the payment of such additional compensation to the Employee.
Such goals shall be communicated to the Employee and shall be stated to be a
condition to payment of such additional compensation.


            
    (d)     
At the end of each month during the term of this Agreement, the Employer shall
reimburse the Employee for documented and reasonable travel and entertainment
expenses, bank related education, and convention expenses incurred by Employee
in the course of performing his duties for the Employer hereunder.


            
    (e)     The Employer shall provide group life insurance,
comprehensive health insurance and Major Medical coverage for the
Employee comparable to such coverage provided for officers of the
Employer generally.  The Employee shall be eligible to participate in any profit sharing plan or Section 401(k)
plan of the Employer in accordance with the terms thereof.


            
    5.      Disability.   In the event the Employee shall during the
period of this Agreement, become "totally disabled" as defined
herein, the Employer shall have the right after twelve (12) continuous
months of such disability to terminate the employment hereunder as
of the end of said
twelve-month period by written notice to the Employee. The Employee shall be
entitled to receive his compensation hereinabove provided to the date of
termination. The Employee shall be “totally disabled” if he is unable
to engage in the functions of his employment on a substantially full-time basis
by reason of any medically determinable physical or mental impairment. Any
payment to




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the Employee from a
disability wage insurance policy paid for by the Employer shall reduce the
obligation of the Employer hereunder during the time such obligation is to be
paid.


            
    6.      Termination of Employment.


	 	(a)	The Employer shall have the right to terminate this Agreement upon the occurrence of any one of
the following events:




	 	 	(1)	the  Employee's  conviction  of a felony or any other  crime  involving  the
Employee's morals or honesty.
	
	
	
	

	 	 	(2)	Gross malfeasance and gross negligence in the
performance of the Employee's duties hereunder.
	
	
	
	

	 	 	(3)	Failure of the Employee to qualify for a bond.
	
	
	
	

	 	 	(4)	Death,  total  disability,  as defined in  Section 5.  herein,  or drug abuse or
alcoholism, which prevents the Employee from performing his functions under this
Agreement.




	 	 	In the event of a termination under this Section 6(a), the Employee shall not be
entitled to any compensation and benefits under this Agreement after such
termination (except as provided in Section 5. of this Agreement) other than any
benefits which have accrued and are unpaid upon the date of termination.
	
	
	

	 	(b)	The  Employee  shall have the right during the Term of  Employment,  at his sole
option,  by thirty (30) days advance written notice to the Board of Directors of
the Employer,  to terminate his services  hereunder  upon the  occurrence of any
action by the Employer which:




	 	 	(1)	Significantly reduces the Employee's job responsibilities; or
	
	
	
	

	 	 	(2)	Requires a relocation by the Employee outside of New Haven or
Fairfield Counties.




	 	 	In the event the Employee’s position as Chairman of the Board and Chief
Executive Officer shall end or the Employee’s responsibilities shall be
significantly reduced as a result of a “Business Combination”, the
Employer shall pay the Employee a lump sum payment of an amount equal to three
times his current base annual compensation. Such payment shall be in addition to
any compensation otherwise due the Employee under the following subparagraph (c)
or any





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	 	 	other provision of this Agreement. A “Business Combination” for purposes of
this Agreement shall be defined as the sale by the Employer of all or
substantially all of its assets, the acquisition of fifty-one percent (51%) of
the Employer’s outstanding voting stock, or the merger of the Employer with
another corporation as a result of which the Employer is not the surviving
entity.
	
	
	

	 	(c)	In the event of a termination of employment of the Employee by the Employer
(including a termination under Section 6(b) above) other than a termination
stated in Section 6(a), the Employee shall be entitled to his compensation
benefits under Section 4(a) of this Agreement for the balance of the unexpired
term of employment as such term exists immediately before such termination to be
paid ratably over the balance of said term. 




            
    7.     
Vacation.   During the Term of Employment, the Employee shall be entitled
each year to a vacation of six (6) weeks, and during such time his compensation
shall be paid in full. The period of vacation selected each year shall be with
approval of the Employer. Vacation time which is not taken by the Employee in
any year may not be accumulated or carried over from year to year. Normal bank
holidays, seminars or convention attendance, teaching at banking schools or
speaking engagements shall not be considered as part of the Employee’s
vacation period.


            
    8.      
Incentive Stock Options.   Upon commencement of employment, the Employer
shall provide the Employee incentive stock options (“ISO’s”)
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended, to purchase 50,000 shares of common stock in Southern Connecticut
Bancorp, Inc. The ISO’s granted shall become exercisable between twelve
(12) months and two (2) years after the commencement of employment and shall
expire ten (10) years after the date of grant. The purchase price under each
option shall be equal to the market bid price of common stock as of the end of
business of the




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day the ISO is granted. The
ISO’s shall provide that options on 40% of such shares or 20,000 shares are
exercisable after twelve (12) months, options on 40% of such shares or 20,000
shares are exercisable after eighteen (18) months and options on 20% of such
shares or 10,000 shares are exercisable after twenty-four (24) months. The
number of shares subject to the ISO and the ISO price shall be adjusted for all
stock splits and stock dividends. The options shall terminate upon the
termination of the Employee’s employment pursuant to Section 6(a) of this
Agreement; PROVIDED, HOWEVER, that such options shall not lapse due to
termination due to death or total disability prior to one (1) year after such
termination; and PROVIDED FURTHER, HOWEVER, the options shall terminate upon the
lapse of ten (10) years from the date of grant. The Employee may receive
additional ISO’s during the Term of Employment at the discretion of the
Employer based upon the Employee’s performance. Such additional ISO’s
shall be granted on the same terms as provided hereunder.


            
    9.      
Consulting.   Upon the termination of the Employee's employment except for a termination under
Section 6(a) of this Agreement, the Employee shall serve as a consultant to the Employer  (for purposes of this
Section 9, the Employee shall be hereinafter sometimes referred to as the "Consultant") and as a member of the
Board of Directors with the honorary title of "Chairman Emeritus".  The Consultant shall render services on a
part time basis as needed to assist and advise the Employer in management and in obtaining and retaining
customers.  The term of this consulting shall be for one year from the date of termination of the Consultant's
employment




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unless extended as a result
of the mutual agreement of the parties. The Consultant shall be paid Sixty
Thousand Dollars ($60,000.00) per year during the term of his consulting and the
Employer shall continue to provide the Consultant with benefits provided him as
an employee under Section 4(d) and (e) of this Agreement plus the cost of the
Consultant’s supplemental health care insurance not covered by Medicare.


            
    10.      
Notices.   All notices under this Agreement shall be in writing and shall
be deemed effective when delivered in person to the Employee or to the Secretary
of the Employer, or if mailed, postage prepaid, registered or certified mail,
addressed, in the case of the Employee, to his last known address as carried on
the personnel records of the Employer, and, in the case of the Employer, to the
corporate headquarters, attention of the Secretary, or to such other address as
the party to be notified may specify by notice to the other party.


            
    11.      Successors
and Assigns.   The rights and obligations of the Employer under
this Agreement shall inure to the benefit of and shall be binding upon the
successors and assigns of the Employer, including, without limitation, any
corporation, individual or other person or entity which may acquire all or
substantially all of the assets and business of Employer, or of any division of
the Employer for which the Employee has primary management responsibility, or
with or into which the Employer may be consolidated or merged or any surviving
corporation in any merger involving the Employer.




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    12.      
Arbitration.   Any dispute which may arise between the parties hereto shall
be submitted to binding arbitration in accordance with the Rules of the American
Arbitration Association provided that any such dispute shall first be submitted
to the Employer’s Board of Directors in an effort to resolve such dispute
without resort to arbitration. In any dispute which is submitted to arbitration,
the attorney’s fees of the prevailing party shall be paid by the other
party.


            
    13.      Severability.   If any of the terms or conditions of this
Agreement shall be declared void or unenforceable by any court or
administrative body of competent jurisdiction, such term or
condition shall be deemed severable from the remainder of this
Agreement, and the other terms and conditions of this Agreement
shall continue to be valid and enforceable.


            
    14.      Construction.   This
Agreement shall be construed  under the laws of the State of Connecticut.  Words
of the  masculine  gender mean and  include  correlative  words of the  feminine
gender.  Section headings are for convenience only and shall not be considered a
part of the terms and provisions of the Agreement.




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    IN WITNESS WHEREOF, Employer has caused this Agreement to be
executed by a duly authorized officer and Employee has hereunto set
his hand, the day first above written.




	Witnesses:	 	EMPLOYER:
	
	
	

		 	THE BANK OF SOUTHERN CONNECTICUT, INC.
	
	
	

	/s/ Rosemarie A. Romano	 	By: /s/ Elmer Laydon            
           
	
	 	       ELMER LAYDON

       Its Vice Chariman
 
	
	
	

		 	EMPLOYER:
	
	
	

		 	SOUTHERN CONNECTICUT BANCORP, INC.
	
	
	

	/s/ Rosemarie A. Romano	 	By: /s/ Elmer Laydon            
           
	
	 	       ELMER LAYDON

       Its Vice Chariman
 
	
	
	

	/s/ Rosemarie A. Romano	 	By: /s/ Joseph V. Ciaburri          
           
	
	 	       
JOSEPH V. CIABURRI






	STATE OF CONNECTICUT	)	 
	 	)	ss.:
	COUNTY OF NEW HAVEN	)	 




            
    On this the 23rd day of April, 2001, before me, KIRK A. FORNES, the undersigned
officer, personally appeared ELMER LAYDON, known to me (or satisfactorily
proven) to be the person whose name subscribed to the within instrument and
acknowledged that he executed the same for the purposes therein contained, as
his free act and deed.


		/s/ Kirk A. Fornes       
	 	Commissioner of the Superior Court/





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	STATE OF CONNECTICUT	)	 
		)	ss.:
	COUNTY OF NEW HAVEN	)	 




            
    On this the 23rd day of April, 2001, before me, KIRK A. FORNES, the undersigned
officer, personally appeared ELMER LAYDON, known to me (or satisfactorily
proven) to be the person whose name subscribed to the within instrument and
acknowledged that he executed the same for the purposes therein contained, as
his free act and deed.



		/s/ Kirk A. Fornes       
	 	Commissioner of the Superior Court/












	STATE OF CONNECTICUT	)	 
		)	ss.:
	COUNTY OF NEW HAVEN	)	 




            
    On this the 23rd day of April, 2001, before me, KIRK A. FORNES, the undersigned
officer, personally appeared JOSEPH V. CIABURRI, known to me (or satisfactorily
proven) to be the person whose name subscribed to the within instrument and
acknowledged that he executed the same for the purposes therein contained, as
his free act and deed.


		/s/ Kirk A. Fornes       
	 	Commissioner of the Superior Court/