FORM 10-K
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995


[ ] 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  0-14550

                       NEW ENGLAND COMMUNITY BANCORP, INC.
             (Exact name of Registrant as specified in its charter)

<TABLE>
<CAPTION>

<S>                                                                     <C>
DELAWARE                                                                06-1116165
(State or other jurisdiction of incorporation or organization)  (IRS Employer Identification No)

OLD WINDSOR MALL, WINDSOR, CT                                           06095
(Address of principal executive offices)                        (Zip Code)
</TABLE>


Registrant's telephone number, including area code: (860) 688-5251

Securities registered pursuant to Section 12 (b) of the Act: NONE

Securities registered pursuant to Section 12 (g) of the Act: COMMON STOCK par
value $.10 per share.

Name of exchange on which registered: NASDAQ

Indicate by checkmark 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 filing requirements
for the past 90 days. Yes [X] No [ ]

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment of this
Form 10-K.  Yes [ ]  No [X]



AT MARCH 15, 1996, THE AGGREGATE MARKET VALUE OF THE OUTSTANDING COMMON STOCK,
EXCLUSIVE OF THE SHARES HELD BY AFFILIATES OF THE REGISTRANT, WAS $25,096,050
BASED ON THE CLOSING SALES PRICE ON MARCH 15, 1996. ALTHOUGH DIRECTORS END
EXECUTIVE OFFICERS OF THE REGISTRANT AND ITS SUBSIDIARIES WERE ASSUMED TO BE
"AFFILIATES" OF THE REGISTRANT FOR THE PURPOSES OF THIS CALCULATION, THIS
CLASSIFICATION IS NOT BE INTERPRETED AS AN ADMISSION OF SUCH STATUS.

THE NUMBER OF SHARES OUTSTANDING OF THE REGISTRANT'S COMMON STOCK, $.10 PAR
VALUE, WAS 3,084,309 AT MARCH 15, 1996, NEW ENGLAND COMMUNITY BANCORP, INC. HAS
NO OTHER SHARES OF EQUITY SECURITIES OUTSTANDING.


                                   ----------
                   DOCUMENTS INCORPORATED BY REFERENCE - None



<PAGE>
                                      -2-


                                TABLE OF CONTENTS


Part I
         Item 1 - Business                                     3
         Item 2 - Properties                                  18
         Item 3 - Legal Proceedings                           19
         Item 4 - Submission of Matters to a Vote of
                    Security Holders                          19

Part II
         Item 5 - Market for Registrant's Common Equity
                    and Related Stockholder Matters           20
         Item 6 - Selected Financial Data                     22
         Item 7 - Management's Discussion and Analysis
                    of Financial Condition and Results
                    of Operations                             23
         Item 8 - Financial Statements and Supplementary
                    Data                                      40
         Item 9 - Changes in and Disagreements with
                    Accountants on Accounting and
                    Financial Disclosure                      41

Part III
         Item 10 - Directors and Executive Officers
                     of the Registrant                        41
         Item 11 - Executive Compensation                     44
         Item 12 - Security Ownership of Certain
                     Beneficial Owners and Management         49
         Item 13 - Certain Relationships and
                     Related Transactions                     50

Part IV
         Item 14 - Exhibits, Financial Statement
                     Schedules, and Reports on Form 8-K       52

Signatures

<PAGE>
                                      -3-



                                     PART I


ITEM 1.  BUSINESS

GENERAL DEVELOPMENT OF BUSINESS

     New England  Community  Bancorp,  Inc.,  which was  formerly  known as Olde
Windsor  Bancorp,  Inc.,  is the bank  holding  company for New England Bank and
Trust Company  ("NEBT"),  and The Equity Bank  ("EQBK"),  Connecticut  chartered
commercial  banks committed to offering quality banking products and services to
their customers and the communities which they serve on a prudent and profitable
basis. NECB has built its community banking network through both internal growth
and  acquisition.  NECB was incorporated in the State of Delaware in June, 1984.
In 1985, NECB acquired all of the capital stock and became the sole  stockholder
of Windsor Bank and Trust Company ("Windsor Bank"), a Connecticut-chartered bank
and trust company.  Subsequently,  NECB acquired a second bank  subsidiary,  New
England Bank and Trust Company.  In 1988,  Windsor Bank was merged with and into
NEBT. In 1995, NECB acquired all of the  outstanding  common stock of EQBK. EQBK
was founded in 1987 and in 1995 EQBK became a separate bank subsidiary of NECB.

     The strategy of NECB is to operate its  subsidiaries as  community-oriented
banking institutions  dedicated to providing personalized service. NECB believes
that its maintenance of professional,  personalized  service has resulted in its
ability  to obtain  and  service  many of the small to  medium  sized  desirable
commercial  credits in its market  area.  As part of its growth  strategy,  NECB
intends to continue to provide  personalized  banking services whether expansion
occurs  through  internal   growth,   de  novo  expansion,   reorganization   or
acquisition.

     NEBT's and EQBK's  deposits are insured by the FDIC in accordance  with the
Federal  Deposit  Insurance  Act.  NEBT and EQBK are members of the Federal Home
Loan Bank System  ("FHLBS")  through the Federal  Home Loan Bank of Boston.  The
FHLBS  encourages and supports  residential  mortgage lending by allowing member
banks to borrow money long term at favored rates based on certain lending ratios
and the ownership of shares in the FHLBS.

     NECB's  subsidiaries  provide  services to a diverse range of customers and
neither institution relies on any one depositor for a significant  percentage of
deposits made in their  respective  institutions.  Management  believes that the
business of each  institution  will  continue  to be broadly  based and will not
depend  on the  business  of one or a few  customers,  the loss of any or all of
which would materially and adversely affect its business.


<PAGE>
                                      -4-


     NECB  operates  banks which are  community-oriented  with a  commitment  to
customer service,  sound community  relations and professional  excellence.  The
target  market of NEBT and EQBK  consists of  individual  consumers  and locally
based businesses. Emphasis is placed upon "relationship banking" as NECB's banks
strive to provide the  majority  (if not all) of their  clients'  borrowing  and
deposit  needs.   NEBT's  primary  market  area  is  located  in  north  central
Connecticut.  The  primary  market  area  of  EQBK  consists  of  the  Towns  of
Wethersfield and Rocky Hill. The area of Hartford south of Park Street forms the
secondary market of EQBK.

     During the  1990's,  the  Connecticut  banking  industry  has  become  more
concentrated   with   over  30  banks   ceasing   operations   as  a  result  of
reorganizations  or failure.  Increasingly,  the industry consists of a few very
large,  regional  or  super-regional  institutions,  and  a  number  of  smaller
community-based  banks whose success  depends upon providing  customer  focused,
responsive products and services.

     The continued growth of  super-regional  institutions and the potential for
large  out-of-area  banking  organizations to enter the local banking market may
create  significant  opportunities for efficiently  operated,  service-oriented,
community-based   banking  organizations.   NECB  is  optimistic  regarding  the
opportunities  available to prudent,  well capitalized  community-based banks to
serve successfully and profitably the banking needs of their constituents.

     NECB believes that to be successful,  community banks must be able to offer
their  customers  competitive  products and services of their own  initiation or
through strategic  alliances and contractual  relationships  with third parties.
While  offering  desired  products and services is important in  attracting  and
maintaining  customer  relationships,   the  delivery  of  such  products  in  a
convenient,  friendly,  professional  and responsive  manner is essential to the
success of a community bank. NECB's Management team and staff continue to strive
to meet the needs of customers and the community  with  innovative  products and
friendly, responsive service at convenient locations.

     Management of NECB is continuously  exploring  potential  opportunities  to
expand prudently NECB's earning  potential  through  expansion of NECB's base of
earning assets within its existing market area or in proximate  geographic areas
through the establishment or acquisition of other banking operations.

     NECB's  subsidiaries  attract  deposits  through  their  branch  network by
offering a variety of commercial and consumer  deposit products  including,  but
not limited to, demand deposits,  certificates of deposit and savings  deposits.

<PAGE>
                                      -5-


These funds are then  primarily  invested in investment  securities and loans to
borrowers within the NEBT's and EQBK's respective market area. A variety of loan
products are available to potential  borrowers  including  secured and unsecured
loans, inventory financing, term loans, interim construction financing, mortgage
loans and home equity loans.

     Fee income is generated through  traditional  deposit related services such
as checking  account  charges,  overdraft  fees,  stop payment and returned item
fees.  Seven of NEBT's  ten  automated  teller  machines  ("ATMs"),  which  also
generate fee income, are located at NEBT's offices.  Two ATMs are located within
the  terminal  areas  at  Bradley   International   Airport  in  Windsor  Locks,
Connecticut  and one is installed  within a convenience  store/gasoline  station
within close  proximity to the NEBT branch located in East Windsor.  The ATMs at
branch  locations are primarily for efficient  utilization  of branch  personnel
resources  and  customer  convenience,  while  machines  located  away from NEBT
premises are primarily  utilized by non-customers  and provide NEBT with greater
revenues  than do the  ATM's  located  at branch  locations.  The  servicing  of
mortgage loans sold to the Federal Home Loan Mortgage Corporation and the rental
of safe deposit boxes to customers also provides revenues.

COMPETITION AND GENERAL BUSINESS CONDITIONS

     The banking  business in  Connecticut  is quite  competitive.  NECB and its
subsidiaries  compete with  commercial  banks,  savings banks,  savings and loan
associations, credit unions, finance companies, mutual funds, money market funds
and  other  institutions  for  various  products  and  services.  NECB  and  its
subsidiaries   strive  to  remain   competitive   with  these  other   financial
institutions  and to  improve  the  services  offered  to  customers,  by making
available to savers  various  depository  products and  certificates  of deposit
having a wide range of maturities, amounts and interest rates (currently several
different rates,  depending on the principal balance and term of the certificate
of  deposit).  In  lending,  NEBT is an  approved  Federal  Home  Loan  Mortgage
Corporation  ("FHLMC") lender,  thereby allowing it to make mortgage loans, sell
such loans in the  secondary  market and  retain the  servicing  rights to these
loans.

     While the banking  business in  Connecticut is very  competitive,  the past
several  years have seen the focus of the  industry  shift from growth in market
share to improvement in asset quality and expense  reduction.  Connecticut-based
financial institutions have been adversely affected by the economic downturn and
devaluation of real estate. Many of the banks in Connecticut and the region have
spent much of the past three years  strengthening  their balance sheets in order
to either position themselves for future opportunities or, in some cases, simply
to  survive.  While the  recession  has  created  attractive  opportunities  for

<PAGE>
                                      -6-


expansion for  well-capitalized  institutions,  many banks have not maintained a
capital cushion adequate enough to pursue these opportunities.  Accordingly, the
total number of competitors within the market has been decreasing. However, NECB
may come  into  competition  with new banks as a result  of the  erosion  of the
previous barriers to inter-state banking.

     Competition  among financial  institutions is based upon interest rates and
other  credit and  service  charges,  the  quality  of  services  rendered,  the
convenience of banking  facilities and in the case of loans to larger commercial
borrowers,  relative lending limits. As in the past, NECB's future earnings will
be  affected  by  changes in the  prevailing  interest  rates,  as well as other
financial  market  developments  and regulatory  controls  beyond the control of
NECB's Management.

     Connecticut has enacted  legislation which  liberalized  banking powers and
has put thrift institutions on equal footing with other banks, thereby improving
their  competitive  position.  In addition,  in 1995,  the  Connecticut  General
Assembly  revised  its  Interstate  Banking  Act to permit  acquisitions  of and
mergers with  Connecticut  banks and bank holding  companies with banks and bank
holding  companies  in  other  states.  It is  possible  that  such  legislative
authority  will  increase  the  number  or the  size of  financial  institutions
competing  with  NEBT and EQBK  for  deposits  and  loans in its  market  place,
although  it is  impossible  to predict  the  effect  upon  competition  of such
legislation.

     Recently adopted Federal  legislation  permits adequately  capitalized bank
holding  companies  to venture  across  state  lines to offer  banking  services
through bank subsidiaries to a wider geographic  market. In light of this change
in the law, it will be possible for large super-regional  organizations to enter
many new markets including the market served by NEBT and EQBK.  Certain of these
competitors,   by  virtue  of  their  size  and  resources,  may  enjoy  certain
efficiencies  and  competitive  advantages  over  NEBT and EQBK in the  pricing,
delivery, and marketing of their products and services.

LENDING ACTIVITIES

     The lending  policy of NECB's  subsidiary  banks is designed to  correspond
with its mission of remaining a  community-oriented  bank.  The loan policy sets
forth  accountability  for lending  functions in addition to  standardizing  the
underwriting,  credit and documentation procedures. The typical loan customer is
an individual or small business which has a deposit relationship.  NECB, through
its  subsidiary  banks,  strives  to  provide  an  appropriate  mix in its  loan
portfolios of commercial loans and loans to individual consumers.


<PAGE>
                                      -7-


SINGLE FAMILY MORTGAGE LOANS

     The largest  sector of consumer  lending has  traditionally  been  mortgage
loans secured by single family residential properties.  This includes both first
and second  mortgages.  Second  mortgages  consist of equity lines of credit and
closed-end loans, such as home improvement and construction loans. Historically,
single  family  mortgage  loans are  considered  to involve  the least risk to a
lending  institution.  Applications  for mortgage  loans are received  primarily
through  the  branch  office  network.  NEBT and EQBK will lend up to 95% of the
value of the  collateral.  On loans in excess of 80% of the value of collateral,
borrowers are required to obtain  mortgage  insurance  covering the portion over
80%.  Interest  rates charged for mortgage  loans are primarily set according to
secondary  market  conditions,  and  terms  generally  follow  the  underwriting
requirements  of the FHLMC in the  granting of  residential  mortgage  loans and
sells residential  mortgage loans to the agency when market  conditions  permit.
The sale of fixed rate mortgage loans in the secondary market provides liquidity
to make additional  loans,  revenues for servicing the sold loans,  and premiums
and discounts to par upon the sale of such loans.  At December 31, 1995,  NECB'S
combined  portfolio  of loans  serviced for others was  $64,909,000  compared to
$56,753,000  at December  31, 1994.  NEBT and EQBK make a variety of  adjustable
rate mortgage loans. However, one year adjustable rate mortgages are the primary
adjustable rate mortgage product. The rate is tied to the one year Treasury bill
rate and is generally priced competitively in the range of 2.75% above such rate
and is typically  discounted  by market  conditions  during the first year,  for
competitive purposes.

CONSUMER LOANS

     NEBT  and  EQBK  originate  a  variety  of  other  consumer  loans  such as
short-term demand loans,  automobile and boat loans and student loans.  Consumer
loans are made both on an unsecured  basis and a secured  basis.  Interest rates
charged on consumer  loans are primarily  determined by  competitive  loan rates
offered in its lending  area.  The primary risk in such loans is the  borrower's
ability  to repay.  Such  loans are  typically  made for  small  amounts,  which
provides for risk diversification.

COMMERCIAL REAL ESTATE LOANS

     The  portfolio  of  commercial  loans  of NEBT and  EQBK  includes  various
products.  NEBT's target market with respect to commercial  lending  consists of
small  businesses  with annual  sales up to eight  million  dollars.  Commercial
mortgages are granted on owner occupied and  investment  properties up to 75% of
the lesser of the cost or appraised value of the property.  Short-term  business
loans are made on a demand  basis to finance  various  cash needs of  customers.

<PAGE>
                                      -8-


Construction and land development  financing is available to qualified borrowers
for development of sub-divisions or single family residences.

COMMERCIAL BUSINESS LOANS

     Financing for capital  expenditures,  such as equipment,  is provided on an
amortizing  basis  for terms up to five  years.  NEBT and EQBK  offer  revolving
credit lines and commercial  letters of credit  primarily  used for  performance
bonding.

     NECB's combined  portfolio of commercial loans includes  various  products.
Generally,  the target market of its subsidiary banks with respect to commercial
lending  consists  of small  businesses  with annual  sales up to eight  million
dollars. Short-term business loans are made on a demand basis to finance various
cash needs of customers.  The risks  associated  with the borrower's  ability to
repay are critical to such loans and are  evaluated  both prior to granting such
loans and throughout the duration and renewal of such credits.

LOAN PORTFOLIO

     NECB's combined loan  portfolio,  net of unearned  income,  at December 31,
1995-1991  was comprised of the  following  categories  based upon the nature of
collateral:

                                         (Dollar Amounts in Thousands)
                                                 December 31,
                              1995      1994       1993      1992       1991
                            --------  --------   --------  --------   --------
Commercial, Financial       $ 35,808  $ 27,033   $ 14,439  $ 19,490   $ 25,238
Real estate
  Construction                12,942     1,883        830     3,929      4,640
  Residential                 80,863    50,382     51,433    59,609     64,736
  Commercial                  85,041    40,863     38,234    38,140     35,403
Installment                    5,415    12,298     10,591    13,543     16,229
Other                          2,166       166        169       611        685
                            --------  --------   --------  --------   --------
  Total Loans               $222,235  $132,625   $115,696  $135,322   $146,931
                            ========  ========   ========  ========   ========


     The largest  concentration  within the loan  portfolio is with  individuals
which include home  mortgages and personal  loans,  and the policy for requiring
collateral for real estate construction and development loans is essentially the
same as that for other types of loans and is evaluated on an  individual  basis.
At December 31, 1995, substantially all of the loans included as "commercial and
financial" or "real estate construction" are due in one year or less.

<PAGE>
                                      -9-


     The  following  table  reflects the maturity and  sensitivities  for NECB's
combined loan portfolio at December 31, 1995.

                                        (Dollar Amounts in Thousands)
                                                         After one
                          One year       year through    Due after        Total
                          or less        five years      five years       loans
                          -------        ----------      ----------       -----

Commercial, Financial     $ 26,630         $ 8,091         $    87      $ 34,808
Real estate                      0               0               0             0
  Construction              12,942               0               0        12,942
  Residential               40,825          18,387          10,822        70,034
  Commercial                46,245          40,964           4,793        92,002
Installment                  3,509           1,785              21         5,315
Other                        1,776             360               0         2,136
                          --------         -------         -------       -------
Total performing loans    $131,927         $69,587         $15,723       217,237
                          ========         =======         =======       =======
Nonperforming loans                                                        4,998
                                                                        --------
Total loans                                                             $222,235
                                                                        ========


     At December 31, 1995 loans  maturing  after one year  included:  $39,767 in
fixed rate loans and $40,932 in variable rate loans.

INVESTMENT SECURITIES

     The primary  objectives of NECB's investment policy are to provide a stable
source of interest income, to provide adequate liquidity necessary to meet short
and  long-term  changes in the mix of its assets,  to provide a means to achieve
goals set forth in the  interest  rate risk  policy  and to provide a balance of
quality and  diversification  to its assets.  The  available for sale portion of
investment  portfolio  is expected to provide  funds when demand for  acceptable
loans increases and is expected to absorb funds when loan demand decreases.

     At December 31, 1995, NECB's investment  portfolio was $82,129,000 or 24.0%
of total assets.  Federal funds sold were  $9,075,000 or 2.7% of total assets at
December 31, 1995.  Recently,  the Financial  Accounting  Standards Board issued
Statement of Financial Accounting Standards No. 115 (SFAS 115),  "Accounting for
Investment  in Certain  Debt and Equity  Securities."  SFAS 115 provides for the
categorization  of  investments  into three groups and further  provides for the
accounting and reporting treatment of each group.  Investments may be classified
as held-to-maturity,  available-for-sale,  or trading. NECB does not purchase or
hold any investment securities for the purpose of trading such investments.

     The table below presents the carrying amounts and fair values of investment
securities held by NECB at December 31, 1995 and 1994.


<PAGE>
                                      -10-


                                     (Dollar Amounts in Thousands)
                                    1995                      1994
                           ---------------------     -----------------------
                           Amortized                 Amortized
                           Cost          Fair        Cost            Fair
                           Basis         Value       Basis           Value
                           -----         -----       -----           -----

Held-to-maturity           $ 7,066       $ 7,189     $11,742         $11,528
Available-for-sale          74,793        75,063      37,508          36,065
FHLB Stock                   1,176         1,176         810             810
                           -------       -------     -------         -------
                           $83,035       $83,428     $50,060         $48,403
                           =======       =======     =======         =======

     The  following  tables  present the  maturity  distribution  of  investment
securities  at  December  31,  1995,  and the  weighted  average  yields of such
securities.  The weighted  average yields were calculated  based on the cost and
effective  yields to maturity of each security.  The weighted  average yields on
income from  municipal  obligations  and equity  securities  were  adjusted to a
tax-equivalent basis.


<TABLE>
<CAPTION>
                                              (Dollar Amounts in Thousands)
Held-to-maturity
                         One          Over one        Over five      Over                          Weighted
                         year         through         through        ten       No                  average
                         or less      five years      ten years      years     maturity  Total     yield
                         -------      ----------      ---------      -----     --------  -----     -----
<S>                      <C>          <C>             <C>            <C>                 <C>       <C> 
U.S. Treasury and
 other U.S. agencies
 and corporations        $ 1,500      $ 4,001         $    0         $    0              $ 5,501   6.4%
Obligations of states
 and political
 subdivisions                  0          622            697            246                1,565   8.1%
                         -------      -------         ------         ------              -------   
  Total                  $ 1,500      $ 4,623         $  697         $  246              $ 7,066
                         -------      -------         ------         ------              -------
Weighted average
  yield                    5.90%        6.60%          7.60%          9.20%                7.10%
                         -------      -------         ------         ------              -------
Available-for-sale (1)
</TABLE>

<TABLE>
<CAPTION>
                         One          Over one        Over five      Over                          Weighted
                         year         through         through        ten       No                  average
                         or less      five years      ten years      years     maturity  Total     yield
                         -------      ----------      ---------      -----     --------  -----     -----

<S>                      <C>          <C>             <C>            <C>       <C>       <C>       <C> 
U.S. Treasury and
 other U.S. agencies
 and corporations        $ 5,000      $29,035         $4,448         $    0              $38,483    6.2%
Obligations of states
 and political
 subdivisions                251            0              0              0                  251   10.9%
Mortgage backed
 securities                    0        4,735            313          6,208               11,256    7.4%
Corporate bonds            6,288        3,400              0              0                9,688    7.1%
Equities                       0            0              0              0     15,115    15,115
                         -------      -------         ------         ------    -------   -------
 Total                   $11,539      $37,170         $4,761         $6,208    $15,115   $74,793
                         -------      -------         ------         ------    -------   -------
Weighted average            
   yield                    6.7%         6.0%           7.4%           7.4%       4.4%      6.9%
                         -------      -------         ------         ------    -------   -------
  Total Portfolio        $13,039      $41,793         $5,458         $6,454    $15,115   $81,859
                         =======      =======         ======         ======    =======   =======
Total weighted
   average yield            6.7%         6.1%           7.5%           7.5%       4.4%      6.9%
                         =======      =======         ======         ======    =======   =======
(1) Dollars shown at amortized cost amounts.
</TABLE>


DEPOSITS AND OTHER FUNDING SOURCES

     Deposit  liabilities  have  historically  provided  the  primary  source of
funding assets.  It is anticipated that this means of funding will not change in
the immediate  future.  Deposits  funded 90% of such assets at December 31, 1995
compared to 91% of such  assets at  December  31, 1994 and 93% of such assets at

<PAGE>
                                      -11-

December 31, 1993. Other borrowed funds,  which funded .2% of assets at December
31, 1995 funded .4% of assets at December 31, 1994 and .4% of assets at December
31, 1993,  consist of U.S.  Treasury tax and loan  deposits  and,  occasionally,
repurchase agreements. Funding capacity is also provided by amortization of loan
principal  balances,  sales of single  family  mortgage  loans in the  secondary
market and interest and dividend income received.

     A variety of both retail and commercial deposit products is offered by NECB
through  its  subsidiaries  that both fill the  needs of its  customer  base and
provide  funds of  varying  maturities,  including  fixed rate  certificates  of
deposit with original terms of up to four years, regular savings accounts, money
market  accounts,   NOW  accounts,   business  checking,  and  demand  deposits.
Management  seeks to retain  customers  holding "core deposit"  accounts such as
regular savings,  NOW, money market and demand deposits.  At year-end,  interest
rates payable on time deposits  were at levels  consistent  with market rates of
interest in NECB's geographic area.

     Total deposits increased to $307,161,000 at December 31, 1995,  compared to
$196,872,000  at December 31, 1994.  The branch  network and main office of NEBT
and the main office of EQBK serve as the primary  sources of deposit  gathering.
NECB  does not  solicit  deposits  from  beyond  the  communities  in which  its
subsidiaries or their branch offices are located.

     The following table summarizes  average deposits and interest rates of NECB
for the years ended December 31, 1995, 1994 and 1993.

<TABLE>
<CAPTION>
                                            (Dollar Amounts in Thousands)

                              1995                    1994                  1993
                         ------------------    -------------------   ------------------
                         Average    Average    Average     Average   Average    Average
                         Balance    Rate       Balance     Rate      Balance    Rate
                         -------    ----       -------     ----      -------    ----
<S>                      <C>        <C>        <C>         <C>       <C>        <C>  
Noninterest-bearing
 demand deposits         $ 39,395              $ 32,754              $ 27,834
Now and money market
 account deposits          28,452   1.26%        27,593    1.55%       50,162   2.54%
Savings deposits           47,746   2.16%        56,819    2.02%       40,835   2.56%
Time deposits              80,615   5.35%        63,619    3.74%       67,289   3.89%
                         --------              --------              --------
  Total deposits         $196,208              $180,785              $186,120
                         ========              ========              ========
</TABLE>

     Fixed rate  certificates  of deposit  in  amounts  of  $100,000  or more at
December 31, 1995 are scheduled to mature as follows:

                                     (Dollar Amounts in Thousands)

Three months or less                        $ 6,754
Over three, through six months                4,078
Over six, through twelve months               3,983
Over twelve months                            4,407
                                            -------
 Total                                      $19,222
                                            =======

<PAGE>
                                      -12-


RETURN ON EQUITY AND ASSETS

     The following table summarizes various operating ratios of NECB for each of
the five years through December 31, 1995:


                                                 YEARS ENDED DECEMBER 31,
                                      1995    1994     1993     1992     1991
                                      ----    ----     ----     ----     ----

Return on average total               0.91%   0.56%    0.20%    0.18%    (0.29)%
assets (net income divided
by average total assets)

Return on average                     9.61%   8.34%    3.26%    3.08%    (5.18)%
shareholders' equity (net
income divided by average
shareholders' equity)

Tangible equity to assets (average    8.76%   8.53%    6.40%    5.83%      5.50%
shareholders' equity less goodwill
as a percent of average total
assets)

Dividend payout ratios               24.30%   9.43%       0%       0%         0%

ASSET/LIABILITY MANAGEMENT

     A principal  objective  of NECB is to reduce and manage the exposure of its
results  of  operations  to  changes  in  interest  rates  and  to  maintain  an
approximate  balance  between the interest  rate  sensitivity  of its assets and
liabilities within acceptable limits.  While interest rate risk is a normal part
of the  commercial  banking  activity,  NECB desires to minimize its effect upon
operating results.  Managing the rate sensitivity  embedded in the balance sheet
can be  accomplished  in several ways. By managing the origination of new assets
and  liabilities,  or  the  rollover  of  the  existing  balance  sheet  assets,
incremental  change  towards the desired  sensitivity  position can be achieved.
Hedging  activities,  such as the use of interest rate caps,  can be utilized to
create immediate change in the sensitivity position.

     NECB monitors the relationship between interest earning assets and interest
bearing liabilities by examining the extent to which such assets and liabilities
are "interest rate  sensitive"  and by monitoring the interest rate  sensitivity
"gap".  An asset or liability  is said to be interest  rate  sensitive  within a
specific time period if it will mature or reprice  within that time period.  The
interest rate sensitivity gap is defined as the difference between the amount of
interest-bearing   liabilities   maturing  or   repricing   and  the  amount  of
interest-earning  assets  maturing  or  repricing  for the same  period of time.
During a period  of  falling  interest  rates,  a  positive  gap  would  tend to
adversely  affect  net  interest  income,  while a  negative  gap would  tend to
increase  net  interest  income.  During a period of rising  interest  rates,  a

<PAGE>
                                      -13-


positive gap would tend to increase net  interest  income,  while a negative gap
would tend to adversely affect net interest income.

     Asset  and  liability  management  functions  are  supervised  by the Asset
Liability Committee ("ALCO"), which reports to the Board of Directors quarterly.
It is actively  involved in the  financial  planning and  budgeting  process and
developing policies for monitoring and coordination sources, uses and pricing of
funds.  The  following  table  summarizes  the  repricing  schedule for interest
earning  assets and  interest  bearing  liabilities  and provides an analysis of
periodic and cumulative gap positions on a company-wide consolidated basis.

<TABLE>
<CAPTION>
                                                (Dollar Amounts in Thousands)
                                                   As of December 31, 1995
                                                       Repriced Within
                                ------------------------------------------------------------------
                                Under 3         4 to 12         1 to 5         Over 5
                                Months          Months          Years          Years      Total
                                ------------------------------------------------------------------
<S>                             <C>             <C>             <C>           <C>         <C>     
Cash and cash equivalents       $  9,130        $               $             $ 14,495    $ 23,625
Securities                        18,365         13,624          25,180         26,136      83,305
Loan portfolio                    69,882         67,980          64,777         19,596     222,235
Loans held-for-sale                  788                                                       788
Other assets                       3,000                                         8,608      11,608
                                --------                                      --------    --------
Total interest                  $101,165        $81,604         $89,957       $ 68,835    $341,561
                                --------        -------         -------       --------    --------

Deposits
  Demand                        $  4,199        $               $ 4,256       $ 51,490    $ 59,945
  Savings                         25,168         30,394          17,236         31,957     104,755
  Time                            42,993         60,089          39,379                    142,461
                                --------        -------         -------       --------    --------
Total deposits                    72,360         90,483          60,871         83,447     307,161
Short-term borrowed funds            540                                                       540
Other liabilities                                                 1,221          2,159       3,380
Shareholder's equity                                                            30,480      30,480
                                --------        -------         -------       --------    --------
Total liabilities and equity      72,900         90,483          62,092        116,086     341,561
Periodic gap                      28,265         (8,879)         27,865        (47,251)
                                --------        -------         -------       --------
Cumulative gap                  $ 28,265        $19,386         $47,251       $      0
                                ========        =======         =======       ========
Cumulative gap as a percentage 
 of total earning assets            8.3%           5.7%           13.8%           0.0%

</TABLE>

     The information presented in the interest sensitivity table is based upon a
combination of maturities,  call provisions,  repricing frequencies,  prepayment
patterns and Management  judgment.  The distribution of variable rate assets and
liabilities is based upon the repricing  interval of the instrument.  Management
estimates that  approximately  65% of savings products are sensitive to interest
rate changes  based upon  analysis of historic and industry data for these types
of accounts.

EMPLOYEES

     At December  31,  1995,  NECB,  NEBT and EQBK  employed an aggregate of 129
full-time  and 41  part-time  employees.  Employees  are  not  represented  by a
collective bargaining unit and relationships with employees of NECB and NEBT are
considered to be good.

<PAGE>
                                      -14-


LEGISLATION, REGULATION AND SUPERVISION

GENERAL

     Legislation  adopted in recent years has substantially  increased the scope
of regulations applicable to banks and bank holding companies.

     Virtually  every aspect of the business of banking is subject to regulation
with respect to such matters as the amount of reserves that must be  established
against  various  deposits,  the  establishment  of  branches,  Reorganizations,
non-banking activities and other operations.  Numerous laws and regulations also
set forth special  restrictions and procedural  requirements with respect to the
extension  of credit,  credit  practices,  the  disclosure  of credit  terms and
discrimination in credit transactions.

     The descriptions of the statutory provisions and regulations  applicable to
banks and bank holding companies set forth below do not purport to be a complete
description of such statutes and regulations and their effects on NECB, NEBT and
EQBK.  Proposals  to  change  the laws and  regulations  governing  the  banking
industry are frequently  introduced in Congress,  in the state  legislatures and
before the various bank  regulatory  agencies.  The likelihood and timing of any
changes  and the  impact  such  changes  might  have on NECB,  NEBT and EQBK are
difficult to determine.

FEDERAL RESERVE REGULATION

     NECB is a bank holding company registered pursuant to the provisions of the
Bank Holding  Company Act of 1956, as amended (the "Holding  Company Act"),  and
consequently  is subject to regulation and  examination  by the Federal  Reserve
Board (the "FRB"). Bank holding companies are required to file annually with the
FRB a report of their operations and they and their  subsidiaries are subject to
examination by the Board of Governors of the Federal Reserve System.

     The Holding  Company Act also requires  prior  approval by the FRB before a
bank  holding  company (1) merges or  consolidates  with  another  bank  holding
company,  (2)  acquires  directly or  indirectly  ownership or control of voting
shares of a bank if after such  acquisition it would own or control  directly or
indirectly more than five percent of the voting stock of such bank, except where
50 percent or more is already owned,  or (3) acquires  substantially  all of the
assets of any bank.

<PAGE>
                                      -15-


     The Holding Company Act further provides that the FRB shall not approve any
acquisition, reorganization or consolidation which would result in a monopoly or
which would be in furtherance of any  combination or conspiracy to monopolize or
attempt to monopolize  the business of banking in any part of the United States.
Further, the FRB may not approve any other proposed acquisition,  reorganization
or consolidation, the effect of which may be substantially to lessen competition
or to tend to create a monopoly in any section of the  country,  or which in any
other manner would be in restraint of trade, unless the anti-competitive effects
of the proposed transaction are clearly outweighed in the public interest by the
probable  effect of the  transaction in meeting the convenience and needs of the
community to be served.

     Historically,  the Holding  Company Act  prohibited a bank holding  company
from  controlling  or  acquiring  in  excess  of  5% of  the  voting  shares  or
substantially  all of the assets of a bank located outside of the state in which
the  operations  of  such  bank  holding  company's  banking  subsidiaries  were
principally  conducted,  unless such acquisition was specifically  authorized by
the laws of the  state  in  which  NEBT  was  located.  The laws of  Connecticut
currently authorize such acquisitions to a limited extent.

     Under  the  Riegle-Neal  Interstate  Banking  and  Efficiency  Act of  1994
substantially all state law barriers to the acquisition of banks by out-of-state
bank holding  companies have been eliminated  effective  September 29, 1995. The
law will also permit interstate branching by banks effective as of June 1, 1997,
subject  to the  ability of states to  opt-out  completely  or to set an earlier
effective  date.  NECB  anticipates  that  the  effect  of the new law may be to
increase  competition  within the markets in which NECB operates,  although NECB
cannot predict the effect to which  competition will increase in such markets or
the timing of such increase.

     A bank holding company is also prohibited,  with limited  exceptions,  from
engaging directly or indirectly through its subsidiaries in activities unrelated
to  banking,  managing  or  controlling  banks.  One of the  exceptions  to this
prohibition  permits  ownership  of the  shares of a company  engaged  solely in
furnishing services to subsidiary banks;  another exception permits ownership of
shares  of a  company  the  activities  of  which  the  FRB has  determined,  by
regulation  or after due notice and  opportunity  for hearing,  to be so closely
related to banking, or managing or controlling banks, as to be a proper incident
thereto in each individual case.


<PAGE>
                                      -16-


     A bank holding company and its subsidiaries are prohibited from engaging in
certain tie-in  arrangements  in connection with any extension of credit or sale
of any property or  services.  Subsidiary  banks of a bank  holding  company are
subject  to  certain  restrictions  imposed by the  Federal  Reserve  Act on any
extension of credit to the bank holding company or any of its  subsidiaries,  or
investments in the stock or other securities thereof,  and on the taking of such
stock or securities as collateral for loans to any borrower.

     NEBT and EQBK are also subject to FRB regulations regarding the maintenance
of  reserves.  Under  such  regulations,  NEBT and EQBK must  maintain  reserves
against their transaction accounts and non-personal time deposits.

     Under FRB  regulations,  a bank  holding  company is required to serve as a
source of financial and managerial  strength to its subsidiary banks and may not
conduct its operations in an unsafe or unsound  manner.  In addition,  it is the
FRB's policy that in serving as a source of strength to its subsidiary  banks, a
bank holding  company  should stand ready to use available  resources to provide
adequate  capital  funds to its  subsidiary  banks  during  periods of financial
stress  or  adversity  and  should   maintain  the  financial   flexibility  and
capital-raising  capacity  to obtain  additional  resources  for  assisting  its
subsidiary  banks.  A bank holding  company's  failure to meet its obligation to
serve  as a source  of  strength  to its  subsidiary  banks  will  generally  be
considered  by  the  FRB to be an  unsafe  and  unsound  banking  practice  or a
violation of the FRB regulations or both.

     The FRB has  established  capital  adequacy  guidelines  for  bank  holding
companies. See "MANAGEMENT'S DISCUSSION AND ANALYSIS".

CONNECTICUT REGULATION

     As state-chartered banks and members of the FDIC, NEBT and EQBK are subject
to regulation  both by the  Connecticut  Banking  Commissioner  and by the FDIC.
Applicable laws and the regulations impose restrictions and requirements in many
areas,  including interest rates on selected instruments,  capital requirements,
maintenance of reserves,  establishment  of new branch offices,  making of loans
and investments,  consumer  protection,  employment practices and other matters.
Any new regulations or amendments  toexisting  regulations may materially affect
the services offered, expenses incurred and/or income generated by NEBT.

     The Connecticut Banking  Commissioner  regulates NEBT's and EQBK's internal
organization as well as their deposit,  lending and investment  activities.  The
approval  of the  Connecticut  Banking  Commissioner  is  required,  among other

<PAGE>
                                      -17-


things, to open branch offices and to consummate  merger  transactions and other
business  combinations.  The Connecticut Banking Commissioner  conducts periodic
examinations  of NEBT and EQBK. The Connecticut  banking  statutes also restrict
the  ability  of  NEBT  and  EQBK  to  declare  cash  dividends  to  their  sole
stockholder, NECB.

     Subject to certain  limited  exceptions,  loans made to any one obligor may
not  exceed  15% of a  bank's  capital,  surplus,  undivided  profits  and  loan
reserves.

     Connecticut  banks and bank  holding  companies,  with the  approval of the
Connecticut Banking Commissioner,  are permitted to engage in stock acquisitions
of banks and bank holding companies in other states with reciprocal legislation.
Several  interstate  mergers  involving large  Connecticut banks with offices in
NEBT's service area and banks  headquartered in other states have been completed
which have resulted in increased competition for NEBT and EQBK, respectively. In
addition,  under  Connecticut law, the beneficial  ownership of more than 10% of
any class of voting  securities  of a bank or bank  holding  company  may not be
acquired  by any  person or groups of  persons  acting in  concert  without  the
approval of the Connecticut Banking Commissioner.

FDIC REGULATION

     The FDIC  insures  NEBT's and EQBK's  deposit  accounts  in an amount up to
$100,000 for each insured  depositor.  NEBT and EQBK,  as  Connecticut-chartered
FDIC-insured  banks,  are  regulated  by the  FDIC  in many  of the  areas  also
regulated by the Connecticut  Banking  Commissioner.  The FDIC also conducts its
own periodic  examinations of NEBT and EQBK, and each institution is required to
submit  financial and other reports to the FDIC on a quarterly and annual basis,
or as otherwise required by the FDIC.

     FDIC insured banks,  such as NEBT and EQBK pay premiums to the FDIC for the
insurance of deposits. The FDIC has determined that no premiums need be assessed
at this time.

     Under FDIC regulations,  FDIC-insured,  state-chartered banks which are not
members  of the  Federal  Reserve  System  must  meet  certain  minimum  capital
requirements, including a leverage capital ratio and a risk-based capital ratio.
See "MANAGEMENT'S DISCUSSION AND ANALYSIS".

     FDIC insurance of deposits may be terminated by the FDIC,  after notice and
a hearing,  upon a finding by the FDIC that the insured  institution has engaged
in unsafe or  unsound  practices,  or is in an unsafe or  unsound  condition  to

<PAGE>
                                      -18-


continue operations,  or has violated any applicable law,  regulation,  rule, or
order of, or  condition  imposed  by,  the FDIC.  A bank's  failure  to meet the
minimum  capital and risk-based  capital  guidelines  set forth above,  would be
considered to be unsafe and unsound banking practices.

     The Community  Reinvestment  Act ("CRA")  requires  lenders to identify the
communities  served by the  institution's  offices and to identify  the types of
credit the institution is prepared to extend within such  communities.  The FDIC
conducts  examinations  of insured  institutions'  CRA compliance and rates such
institutions   as   "Outstanding",   "Satisfactory",   "Needs  to  Improve"  and
"Substantial Noncompliance." As of their last CRA examinations,  NEBT received a
rating of "Outstanding" and EQBK received a rating of "Satisfactory". Failure to
receive  at least a  "Satisfactory"  rating  may  inhibit  an  institution  from
undertaking  certain  activities,  including  acquisitions  of  other  financial
institutions,   which  require  regulatory  approval  based,  in  part,  on  CRA
compliance considerations.

ITEM 2.  PROPERTIES

     NECB is the owner of an operations center in East Hartford Connecticut. The
operations  center  located at 20 Founders  Plaza,  East  Hartford,  Connecticut
consists of an 18,227 square foot office  building which is adequate to meet the
foreseeable  data  processing  needs  of  NECB.  NECB is not the  lessee  of any
properties.  The properties  described  below are properties  owned or leased by
NEBT or EQBK.

     NEBT's  designated  main  office is located at Old Windsor  Mall,  Windsor,
Connecticut.  In addition  to the  designated  main office in Windsor,  NEBT has
branches  in Canton,  Poquonock  (Windsor),  Enfield,  Ellington,  Somers,  East
Windsor and Suffield.

     During the year ended December 31, 1995, the aggregate rental expenses paid
by NECB for all its office properties was approximately $267,900. All properties
are  considered to be in good  condition and adequate for the purposes for which
they are used.  The  following  table  outlines all owned or leased  property of
NECB, NEBT and EQBK but does not include other real estate owned.

<PAGE>
                                      -19-


<TABLE>
<CAPTION>
                                                         Owned/                Lease
Location                      Address                    Leased                Expiration
--------                      -------                    ------                ----------

<S>                           <C>                        <C>                   <C> 
Executive Offices             Old Windsor Mall           Owned
 (New England Community       176 Broad Street
 Bancorp, Inc. and            Windsor, CT 06095
 New England Bank)
 /Operations/Main Office

NEBT Poquonock                2100 Poquonock Avenue      *Bldg-Owned           1996
Branch (Windsor)              Windsor, CT 06064          Land-Owned/Leased

NEBT Enfield Branch           9 Hazard Avenue            Bldg-Owned            2011
                              Enfield, CT 06082          Land-Leased

NEBT Ellington Branch         70 West Road               Owned
                              Ellington, CT 06029

NEBT Somers Branch            637 Main Street            Owned
                              Somers, CT 06071

NEBT East Windsor Branch      2 North Road               Leased                2002
                              East Windsor, CT 06088


NEBT Suffield Branch          275 Mountain Road          Owned
                              Suffield, CT 06078

NEBT Canton Branch            250 Albany Turnpike,       Leased                2000
                              Canton, CT 06109

NEBT West Hartford            55 South Main Street       Leased
Branch**                      West Hartford, CT 06107

EQBK Main Office              1160 Silas Deane Highway   Leased                2004
                              Wethersfield, CT  06109
</TABLE>

*         The Poquonock Office occupies two parcels of land. One parcel that was
          previously leased was purchased in 1991 and the other parcel continues
          to be leased.

**        In February 1996,  NEBT filed an application  with the Federal Deposit
          Insurance  Corporation and State of Connecticut  Department of Banking
          to locate a branch at 55 South Main Street, West Hartford, CT.

ITEM 3.  LEGAL PROCEEDINGS

     There are no pending material adverse legal proceedings other than ordinary
routine litigation  incidental to normal business to which NECB, NEBT or EQBK is
a party  or to  which  any of their  properties  are  subject  except  that,  in
connection  with  the   consummation   of  its  acquisition  of  EQBK,   certain
shareholders  of  EQBK  gave  notices  of  their  intention  to  exercise  their
dissenter's  rights  and  receive  cash  rather  than  stock in NECB.  The stock
appraisal  process is ongoing but is not expected to have any  material  adverse
effect on EQBK and NECB on a consolidated basis.

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

     No matters were  submitted to a vote of security  holders during the fourth
quarter of NECB's 1995 fiscal year.


<PAGE>
                                      -20-


                                     PART II

ITEM      5. MARKET FOR THE  REGISTRANT'S  COMMON  EQUITY AND  RELATED  SECURITY
          HOLDER MATTERS

     NECB's  Common Stock has been quoted on the NASDAQ  National  Market System
since November 4, 1994.  Advest,  Inc.,  Tucker Anthony  Incorporated  and First
Albany are market makers in the NECB Common Stock.

     As of March 15,  1996,  there were  3,084,309  shares of NECB Common  Stock
issued and outstanding  which were held by approximately  2,400  shareholders of
record.

     Through the third calendar  quarter of 1994, the market price quoted in the
following table is based upon the high and low bid quotations  during the period
shown. The prices represent  quotations by dealers and do not include  mark-ups,
mark-downs or commissions and do not necessarily  represent actual transactions.
The pricing  information  has been  provided by various  brokers  identified  as
market makers in NECB's stock.  Commencing with the fourth quarter of 1994, NECB
stock has been  traded on the NASDAQ  National  Market  System  under the symbol
NECB.  Information  for the fourth quarter of 1994, for each quarter of 1995 and
1996, to date, was obtained from reports provided to NECB by the NASDAQ National
Market System.

QUARTER ENDED                   HIGH               LOW
-------------                   ----               ---
March 15, 1996                 $11 1/4            $ 9 3/4
December 31, 1995               10 1/4              9 1/4
September 30, 1995              10                  7 3/4
June 30, 1995                    8 1/2              7 3/4
March 31, 1995                   8 1/2              7 1/2
December 31, 1994                9 1/4              7 1/2
September 30, 1994               8 3/8              8
June 30, 1994                    8                  7
March 31, 1994                   6                  4 1/2

DIVIDEND POLICY

     All shares of the NECB Common Stock are entitled to participate  equally in
such  dividends as may be declared by NECB's Board of Directors.  The holders of
NECB Common Stock will be entitled to receive dividends when, as and if declared
by the Board of  Directors of NECB.  Dividends  may be declared and paid by NECB
only out of funds legally available therefor.  Under Delaware law, dividends may
generally  be declared by the board of directors  of a  corporation  and paid in
cash,   property  or  in  shares  of  such  corporation,   either  out  of  such

<PAGE>
                                      -21-


corporation's  surplus or, in case there is no  surplus,  out of its net profits
for the fiscal year in which the  dividend is declared or the  preceding  fiscal
year, or both.

     NECB's  principal  assets are its  investments  in NEBT and EQBK.  As such,
NECB's ability to pay dividends to its shareholders is largely  dependent on the
ability of NEBT and EQBK to pay dividends to NECB.

     NEBT and EQBK may not declare a dividend on their capital stock except from
their net  profits.  "Net  profits" is defined as the  remainder of all earnings
from current operations.  The total of all dividends declared by each respective
institution in any calendar year may not,  unless  specifically  approved by the
Connecticut   Banking   Commissioner,   exceed  the  total  of  each  respective
institution's net profits of that year combined with each institutions  retained
net profits of the preceding two years.

     NECB  believes  that the payment of dividends  is an important  part of its
efforts to provide  value to its  shareholders.  The payment of regular  prudent
dividends,  when justified by the condition and earnings of NEBT, EQBK and NECB,
while not assured,  is a goal of NECB and its Board of Directors.  To the extent
net proceeds are retained by NECB,  earnings on such proceeds would be available
to pay dividends.

     From 1990 until the fourth  quarter of 1994, no dividends  were declared or
paid by NECB.  NECB  began the  payment of regular  quarterly  dividends  in the
fourth quarter of 1994.  Quarterly payments were $.05 per share until the fourth
quarter of 1995 when the quarterly  payment was increased to $.055 per share. In
the first quarter of 1996,  the dividend was increased to $.06 per share.  It is
anticipated  that subsequent to the  Reorganization  with Manchester State Bank,
NECB will  continue to declare  and pay a  quarterly  dividend of $.06 per share
unless a change is warranted by the condition or  profitability of the NECB. See
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations of NECB - Recent Developments."


<PAGE>
                                      -22-


ITEM 6.  SELECTED FINANCIAL DATA

             SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA OF NECB

The following table sets forth selected consolidated financial and other data of
NECB at the dates and for the periods indicated. The data at December 31, 1995,
1994, 1993, 1992 and 1991 and for the years then ended has been derived from the
audited Consolidated Financial Statements and related Notes of NECB included
elsewhere herein. The selected consolidated financial and other data set forth
below should be read in conjunction with, and are qualified in its entirety by,
the more detailed information, including the Consolidated Financial Statements
and related Notes, included elsewhere herein.

<TABLE>
<CAPTION>
                                                      Years Ended December 31,
                                               (000's omitted, except per share data)


                                                                      1995        1994        1993        1992        1991
                                                                ----------  ----------  ----------  ----------  ----------
<S>                                                              <C>         <C>         <C>         <C>        <C>    
Earnings:
Interest income                                                  $ 16,300    $ 12,551    $ 13,185    $ 15,343   $  17,835
Interest expense                                                    5,736       3,974       4,962       6,497      10,480
                                                                 --------    --------    --------    --------   ---------
Net interest income                                                10,564       8,577       8,223       8,846       7,355
Provisions for loan loss                                              700         530         764       2,679       3,400
                                                                 --------    --------    --------    --------   ---------
Net interest income after provision for loan losses                 9,864       8,047       7,459       6,167       3,955
Non-interest income                                                 1,692       1,616       2,115       2,350       1,822
Non-interest expense                                                8,591       7,895       9,337       7,272       6,493
                                                                 --------    --------    --------    --------   ---------
Income (loss) before income tax expense (benefit) and change        2,965       1,768         237       1,245        (716)
  in accounting principle
Income tax expense (benefit)                                          985         665          56         872         (97)
                                                                 --------    --------    --------    --------   ---------
Income (loss) before effect of change in accounting                 
  principle                                                         1,980       1,103         181         373        (619)
                                                                 --------    --------    --------    --------   ---------
Cumulative effect of change in accounting principle                                           228
Net income (loss)                                                $  1,980    $  1,103    $    409    $   373    $   (619)
                                                                 ========    ========    ========    ========   ========


Per share data:
  Net income (loss)                                              $   0.91    $   0.82    $   0.31    $   0.29   $  (0.49)
  Dividends declared                                                0.205        0.05
  Book value (as of end of year)                                     9.88        8.88        9.99        9.47        9.31
  Tangible book value (as of end of year)                            9.75        8.88        9.99        9.47        9.31

Balance sheet data as of end of year:
  Loans (1)                                                      $222,235    $132,624    $115,696    $135,322    $146,931
  Allowance for possible loan losses                                4,446       2,565       2,784       3,197       3,442
  Investments                                                      82,129      47,807      59,274      49,357      42,751
  Assets                                                          341,561     216,690     203,184     211,727     214,845
  Deposits                                                        307,161     196,872     188,466     196,178     201,856
  Shareholders' equity                                             30,480      18,473      13,012      12,334      11,812
  Nonperforming assets                                              5,453       3,548       4,224       8,905      12,672

Operating Ratios:
  Return on average assets                                          0.91%       0.56%       0.20%       0.18%     (0.29)%
  Return on average equity                                          9.61%       8.34%       3.26%       3.08%     (5.18)%
  Interest rate spread (2)                                          4.31%       4.30%       4.20%       4.40%       3.10%
  Net interest margin (2)                                           5.28%       4.80%       4.60%       4.80%       3.90%
  Tangible equity / total assets                                    8.76%       8.53%       6.40%       5.83%       5.50%
  Tier 1 risk-based capital ratio (minimum 4%)                     12.25%      13.99%      10.30%       8.76%       8.25%
  Total risk based capital ratio (minimum 8%)                      13.49%      15.25%      11.66%      10.03%       9.52%

(1) Does not include mortgages held for sale.
(2) Computed on a fully tax-equivalent basis.

</TABLE>


<PAGE>
                                      -23-


ITEM      7.  MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION AND
          RESULTS OF OPERATIONS

     The following is  Management's  discussion  of the financial  condition and
results of operations on a consolidated basis for the three years ended December
31, 1995, of New England  Community  Bancorp,  Inc.  ("NECB").  The consolidated
financial  statements of NECB include the accounts of NECB and its  wholly-owned
subsidiaries,  New England  Bank & Trust  Company  ("NEBT")  and The Equity Bank
("EQBK") which became a subsidiary of NECB on November 30, 1995. The transaction
was accounted for as a purchase and, as such,  prior year  comparative  data was
not revised to include  information  about EQBK.  The changes thus noted between
December 31, 1994 and December 31, 1995 reflect the addition of EQBK at November
30, 1995 as well as the continuing  operations NECB and its  subsidiaries.  This
discussion  should  be read  in  conjunction  with  the  consolidated  financial
statements and the related notes of NECB presented elsewhere herein.

FINANCIAL CONDITION

1995 COMPARED TO 1994.

     Loans  outstanding  at year end 1995 amounted to  $222,235,000.  During the
year,  NECB added to outstanding  loans by originating  new loans which exceeded
repayments and payoffs by $6,694,000.  Additionally, during 1995, NECB purchased
loans at a cost of $4,871,000 from another lender and transferred loans with the
carrying  amount of $895,000 to mortgages held for sale.  NECB  generally  sells
convertible  adjustable  rate  mortgages  (ARMs)  from its loan  portfolio  when
borrowers  convert  ARMs to fixed  status if the term  remaining  to maturity is
greater than ten (10) years.  Convertible  ARMs are  residential  mortgage loans
which have a  variable  rate at  inception,  but which  subsequently  permit the
borrower to convert to a fixed rate at designated times.

     During  1995,   NECB  increased   securities   available-for-sale   through
purchasing  $31,575,000 of securities.  During the year, maturities and sales of
securities   available-for-sale   amounted  to  $23,359,000.  In  contrast,  the
securities  held-to-maturity  decreased,  with purchases amounting to $3,742,000
and   maturities   amounting   to   $8,556,000.    The   shift   to   securities
available-for-sale   allowed  the  Company  to  increase   its   commitment   to
intermediate  term loans  while  maintaining  sufficient  liquidity  to meet the
continuing needs of its customers.


<PAGE>
                                      -24-


     During 1995, NECB experienced moderate growth in deposits. Interest bearing
deposits,  including  savings products and time deposits,  increased  $5,754,000
while  non-interest  bearing accounts,  largely  commercial  checking  accounts,
declined  $2,861,000.  The lowering of checking  account  balances,  following a
substantial increase of $14,841,000 in the previous year, appears to reflect the
preferences  of the  Company's  customers  to use their  excess  funds to either
reduce  existing  loans or avoid added  borrowing.  Management  encourages  this
practice through its rapid  responsiveness to borrowing  requests,  particularly
for established customers.

     NECB's  investment  in premises and  equipment  amounted to  $6,960,000  at
December  31,  1995,  representing  an increase of  $1,353,000  from a year ago.
Throughout  1995,  the  Company  continued  the program it began in late 1993 to
improve the appearance  and  capability of NEBT's older branch banking  offices.
The Enfield office was extensively  remodeled and new furnishings were added. In
addition,  the  branch's  parking  area was leveled and expanded to increase the
number of  parking  spaces  for  customers  banking  at this  office.  NEBT also
installed a drive-up ATM at the Somers Office. A year earlier a similar machine,
installed at NEBT's Poquonock  office,  quickly became NEBT's most actively used
machine.  NEBT opened a full service branch in Canton,  Connecticut to serve the
Farmington  Valley market area.  Finally,  in December  1995,  NECB purchased an
18,000 square foot office building  located within the Founders Plaza complex in
East Hartford,  Connecticut.  This centrally  located facility will house NECB's
growing  operations  and  data  processing  departments  which  provide  for the
informational needs of NECB and its subsidiaries.

1994 COMPARED TO 1993.

     In the year ended  December 31, 1994,  total loans  increased  $16,928,000.
This increase was primarily  the result of increased  demand for new credit.  As
the financial health of NECB's subsidiary,  NEBT, steadily improved, it was able
to respond to this demand. In response to this  improvement,  in April 1994, the
FDIC removed the formal  supervisory  Order it had imposed a year  earlier.  The
carrying   amount   of   security   investments    (consisting   of   securities
available-for-sale,  securities  held-to-maturity  and  Federal  Home  Loan Bank
stock)  decreased  $11,467,000 as the proceeds from sales and  maturities,  less
purchases,  were used to support a portion of the growth of loans.  The decrease
included  a  reduction  of  $1,889,000  in the  carrying  amount  of  securities
available-for-sale  to reflect the fair value of those  securities in conformity
with SFAS No. 115  "Accounting  for Certain  Debt and Equity  Securities."  This

<PAGE>
                                      -25-


unrealized  loss was decreased by related  deferred  taxes to  $1,109,000  which
changed  the  net   unrealized   holding   gain  of   $266,000   on   securities
available-for-sale  at December  31,  1993 in the equity  section of the balance
sheet to a net  unrealized  holding loss of $843,000 at December  31,  1994.  At
December 31, 1994,  the  unrealized  loss on securities  available-for-sale  was
$1,443,000 and the deferred taxes on such amount was $600,000.

     During 1994, cash and cash equivalents were increased  $8,453,000 to offset
the volatile nature of  noninterest-bearing  checking account  liabilities which
increased   $14,841,000.   During  1994,  interest  bearing  deposits  decreased
$6,435,000,  as NEBT selectively  reduced interest rates offered relative to the
marketplace. During this period, shareholders' equity increased as the result of
several  factors.  NECB  raised  approximately  $5,600,000  through an  offering
completed in December 1994 and net income added an additional $1,000,000.

     The increased  investment in bank premises and equipment  represents  funds
used to repair and improve  NEBT's branch  offices and the purchase of equipment
and technology necessary to maintain high quality services.

RESULTS OF OPERATIONS

1995 COMPARED TO 1994, AND 1993, RESPECTIVELY.

     NECB reported net income for 1995 of  $1,980,000  or $0.91 per share.  This
represented  an  increase  of  $877,000  or 80%  from  net  income  for  1994 of
$1,103,000 or $0.82 per share.  This  improvement  resulted  primarily  from the
$1,987,000  increase in net interest and  dividend  income.  Net income for 1994
increased  $694,000 or 170% greater than the $409,000  reported for 1993. Unlike
1995, this  improvement was primarily the result of the $1,442,000  reduction in
noninterest expenses. Significant factors affecting NECB's operating performance
for the three years ended December 31, 1995, included the following:

NET INTEREST AND DIVIDEND INCOME

1995 COMPARED TO 1994, AND 1993, RESPECTIVELY.

     The net interest and dividend income for 1995 and 1994 increased $1,987,000
and $354,000  respectively  from the preceding  year.  The table below shows net
interest and dividend  income for each of the three years  through  December 31,
1995, on a fully taxable equivalent basis.

<PAGE>
                                      -26-

<TABLE>
<CAPTION>

(amounts in thousands)
                                                           1995         1994       1993
------------------------------------------------------------------------------------------
<S>                                                      <C>          <C>         <C>    
Interest and dividend income (financial statements)      $16,300      $12,551     $13,185
Tax-equivalent adjustment                                    121           48          74
Interest expense                                          (5,736)      (3,974)     (4,962)
                                                         -------      -------     -------
Net interest and dividend income (taxable equivalent)    $10,685      $ 8,625     $ 8,297

</TABLE>

     Net interest and dividend  income,  on a fully  taxable  equivalent  basis,
increased $2,060,000 in 1995 and $328,000 in 1994.

     Several  factors  contributed  to the increase in net interest and dividend
income during 1995.  Average earning assets  increased $23 million due to growth
in average loans  outstanding.  Despite declining during the later half of 1995,
interest rates during most of 1995 were generally  higher than those  prevailing
during 1994.  The net  interest  margin  improved to 5.28% in 1995,  compared to
4.81% in the  preceding  year.  The average rate on earning  assets  improved to
8.12% in 1995  compared  to 7.03% in 1994.  The average  rate paid for  interest
bearing liabilities also increased, to 3.65% in 1995, from 2.67% in 1994. Higher
rates offered to holders of time deposits attracted approximately $17 million in
new funds,  while  relatively low yielding  savings  deposits  resulted in an $8
million  outflow of such  deposits.  During  periods of higher  interest  rates,
interest-free  sources of funds such as demand  deposits and equity  increase in
value when the interest  rates  available for the  employment of these funds are
higher.

     Net interest and dividend income for 1994 increased  $328,000 to $8,625,000
from $8,297,000 in 1993. During 1994, the two factors primarily  responsible for
the  increase in net  interest  and  dividend  income were the  reduction in the
average rate paid for interest bearing liabilities and the growth in noninterest
bearing sources of funds.

AVERAGE BALANCE SHEETS, NET INTEREST AND DIVIDEND INCOME AND INTEREST RATES

     The table below presents NECB's average balance sheets (computed on a daily
basis),  net interest and dividend income and interest rates for the years ended
December 31, 1995, 1994 and 1993. Average loans outstanding  include nonaccruing
loans. Interest and dividend income is presented on a tax-equivalent basis which
reflects a federal tax rate of 34% for all periods presented.


<PAGE>
                                      -27-

<TABLE>
<CAPTION>

(amounts in thousands)
                                           1995                                  1994                                1993
------------------------------------------------------------------------------------------------------------------------------------

                          Average                 Average     Average                Average     Average                Average
                          Balance    Interest     Rate        Balance     Interest   Rate        Balance     Interest   Rate
------------------------------------------------------------------------------------------------------------------------------------
ASSETS
<S>                        <C>        <C>           <C>       <C>          <C>         <C>       <C>         <C>           <C>  
Federal funds sold         $  7,246   $   407       5.62%     $  6,760     $   279     4.13%     $  4,411    $   127       2.88%

Investment securities        50,962     3,079       6.04%       52,892       2,813     5.32%       52,230      2,765       5.29%

Loans                       144,138    12,935       8.97%      119,690       9,507     7.94%      125,400     10,367       8.27%
                           --------   -------       ----      --------     -------     ----      --------    -------       ---- 

Total interest earning      202,346    16,421       8.12%      179,342      12,599     7.03%      182,041     13,259       7.28%
assets

Allowance for loan           (2,543)                            (2,777)                            (3,087)
losses

Cash & due from banks          9466                              9,542                             10,601

Other assets                  9,282                              9,349                             11,473
                           --------                           --------                           --------

  Total Assets             $218,551                           $195,456                           $201,028
                           ========                           ========                           ========


LIABILITIES

Regular savings deposits   $ 47,746   $ 1,033       2.16%     $ 56,819     $ 1,149     2.02%     $ 40,835    $ 1,045       2.56%
                                                                                                               
NOW accounts deposits        23,405       266       1.14%       23,197         307     1.32%       30,789        567       1.84%

Money market deposits         5,047        92       1.82%        4,396         120     2.73%       19,373        708       3.65%
                           --------   -------       ----      --------     -------     ----      --------    -------       ---- 

   Total savings deposits    76,198     1,391       1.83%       84,412       1,576     1.87%       90,997      2,320       2.55%

Time deposits                80,615     4,312       5.35%       63,619       2,377     3.74%       67,289      2,617       3.89%

Borrowed funds                  532        33       6.20%          589          21     3.57%          978         25       2.56%
                           --------   -------       ----      --------     -------     ----      --------    -------       ---- 

Total interest bearing      157,345     5,736       3.65%      148,620       3,974     2.67%      159,264      4,962       3.12%
liab.

Demand deposits              39,395                             32,754                             27,834

Other liabilities             1,206                                854                              1,389

   Total liabilities        197,946                            182,228                            188,487

Equity                       20,605                             13,228                             12,541
                           --------                           --------                           --------

  Total Liabilities &      $218,551                           $195,456                           $201,028
                           ========                           ========                           ========
Equity

Net interest income        $ 10,685                           $  8,625                           $  8,297
  (tax equivalent Basis)                                         

Less: FTE adjustment            121                                 48                                 74
                           --------                           --------                           --------

Net interest income        $ 10,564                           $  8,577                           $  8,223
                           ========                           ========                           ========
(book)

Net interest spread                                 4.47%                                 4.35%                               4.17%

Net yield on earning                                5.28%                                 4.81%                               4.56%
assets
</TABLE>

<PAGE>
                                      -28-



     The fully taxable  equivalent  yield on earning assets was 8.12% in 1995 up
from 7.03% in 1994 and 7.28% in 1993. The cost of interest  bearing  liabilities
was 3.65% in 1995 as  compared  to 2.67% in 1994 and 3.12% in 1993.  As a result
the net interest margin, on a fully taxable  equivalent basis, was 5.28% in 1995
compared to 4.81% in 1994 and 4.56% in 1993.

RATE VOLUME ANALYSIS

     The following table, which is presented on a tax-equivalent basis, reflects
the  changes  for the years ended  December  31,  1995 and 1994 in net  interest
income  arising  from  changes in  interest  rates and from asset and  liability
volume,  including  mix.  The change in interest  attributable  to both rate and
volume  has been  allocated  to the  changes in the rate and the volume on a pro
rated basis.

<TABLE>
<CAPTION>

(amounts in thousands)
                                                    1995                                                  1994
                                              ------------------                                   ------------------
                                                 Change due to                                        Change due to
                                                   change in:                                           change in:
                                              ------------------                                   ------------------

                               Increase                                            Increase
                              (Decrease)      Rate        Volume                  (Decrease)       Rate        Volume
--------------------------------------------------------------------------------------------------------------------------
<S>                             <C>          <C>          <C>                       <C>            <C>          <C>  
Interest income change

Federal funds sold              $  128       $  107       $   21                    $ 152          $  68        $  84

Investment securities              266          372         (106)                      48             13           35

Loans                            3,428        1,332        2,096                     (860)          (398)        (462)
                                ------       ------       ------                    -----          -----        -----

Total interest income change     3,822        1,811        2,011                     (660)          (317)        (343)
                                ------       ------       ------                    -----          -----        -----

Interest expense change

Regular savings deposit           (116)          76         (192)                     104           (249)         353

NOW account deposits               (41)         (44)           3                     (260)          (139)        (121)

Money market deposits              (28)         (44)          16                     (588)          (145)        (443)
                                ------       ------       ------                    -----          -----        -----

   Total savings deposits         (185)         (12)        (173)                    (744)          (533)        (211)

Time deposits                    1,935        1,195          740                     (240)          (101)        (139)

Borrowed funds                      12           14           (2)                      (4)             8          (12)
                                ------       ------       ------                    -----          -----        -----

Total interest expense
change                           1,762        1,197          565                     (988)          (626)        (362)
                                ------       ------       ------                    -----          -----        -----

Net interest income change      $2,060       $  614       $1,446                    $ 328          $ 309        $  19
                                ------       ------       ------                    -----          -----        -----
</TABLE>

     Of the  $2,060,000  increase in the net interest  income in 1995,  $612,000
resulted  from  changes in  interest  rates  earned or paid  during 1995 and the
remaining  $1,448,000 is  attributed to changes in volume of average  assets and
liabilities.


<PAGE>
                                      -29-


NONINTEREST INCOME

1995 COMPARED TO 1994, AND 1993, RESPECTIVELY.

     Noninterest income consists of service charges, commissions and fee income,
net  gains on the sales of  investments  and  loans,  and  other  income.  Total
noninterest  income was  $1,692,000 in 1995.  This was an increase of $76,000 or
4.7% from  $1,616,000  in 1994.  This  followed a decrease  in 1994  noninterest
income of  $499,000  or 23.6% from  $2,115,000  in 1993.  The  increase  in 1995
resulted from changes in several  categories of noninterest  income.  Gains from
the sales of investments and loans increased $21,000 and $148,000, respectively.
The  increase in gains from the sale of loans  occurred as demand for fixed rate
mortgages rose in response to declining  interest rates.  This increased  demand
lead to increased  production  and  subsequent  sales of these fixed rate loans.
Fixed rate mortgage loans are typically  sold,  with  servicing  retained by the
Company's subsidiaries, after origination. Service charges, commissions and fees
declined $124,000 and all other income increased $31,000.  The $499,000 decrease
in 1994 included decreases of $177,000 and $143,000,  respectively from sales of
investments and loans.  Also included was a $93,000  decrease in service charges
and an $86,000 decrease in all other noninterest income.

     The decrease in 1995 of $124,000 in service  charges,  commissions and fees
included a $14,000  increase in loan servicing fees and a $138,000  reduction in
deposit fees. The increase in servicing  fees reflected  growth in the volume of
serviced  loans.  Deposit fees declined in 1995 as depositors  took advantage of
other product opportunities or maintained the minimum account balances necessary
to avoid service charges.

NONINTEREST EXPENSE

1995 COMPARED TO 1994, AND 1993, RESPECTIVELY.

     Total  noninterest  expense was $8,591,000 in 1995, an increase of $696,000
or 8.8% from $7,895,000 in 1994. In 1994, total  noninterest  expense  decreased
$1,442,000 or 15.4% from $9,337,000  1993. The $696,000  increase in noninterest
expense in 1995 resulted  primarily  from the $548,000  increase in salaries and
employee  benefits.  This was  partially  offset by the reduction of $276,000 in
fees  paid to the FDIC for  deposit  insurance.  All  other  expenses  increased
$424,000.  Management  maintains control over noninterest  expenses by assigning
specific managers  authority for  expense-incurring  activities  providing these
managers with tools for planning and monitoring the performance of their duties.

<PAGE>
                                      -30-


In working with senior  officers line managers are better able to anticipate and
minimize the expense of the goods and services needed to perform efficiently.

     The  decrease of  $1,442,000  in 1994  resulted in large  measure  from the
continuing reduction in non-performing  assets which had plagued NECB throughout
the preceding  several  years.  The largest  reduction,  $1,331,000,  related to
losses, writedowns and expenses of ownership of other real estate. Banks acquire
such real estate through foreclosures and other actions resulting from borrowers
failing to meet the terms of loans secured by such properties. Outside services,
principally legal fees related to foreclosures preceding decreased $397,000, and
the cost of FDIC fees and other insurance decreased $137,000. All other expenses
increased  $423,000  during 1994,  including  occupancy and  equipment  expense,
$92,000;  marketing,  $169,000;  and, the  resumption  of the payment of fees to
Directors, $81,000.

NONPERFORMING ASSETS AND ALLOWANCE FOR POSSIBLE LOAN LOSSES

     Nonperforming  assets  include  nonaccrual  loans and assets  classified as
OREO.  Generally,  loans are placed in nonaccrual  status when they are past due
greater  than ninety (90) days or the  repayment  of  interest or  principal  is
considered to be in doubt.

     OREO consists of properties acquired through foreclosure proceedings. These
properties  are recorded at the lower of the carrying value of the related loans
or the estimated fair market value less estimated selling costs.  Charges to the
allowance  for loan  losses are the measure by which  properties  are reduced to
fair market value less estimated selling expenses upon reclassification as OREO.
Subsequent reductions are charged to operating income.

     NECB's  subsidiaries make provisions on a quarterly basis for possible loan
losses as determined by a continuing assessment of the adequacy of the allowance
for possible loan losses.  NECB's subsidiaries  perform ongoing reviews of loans
in accordance  with an  individual  loan rating system to determine the required
allowance  for  possible  loan losses at any given date.  The review of loans is
performed to estimate potential  exposure to losses. In the review process,  the
subsidiaries  assess factors including the borrowers' past and current financial
condition, repayment ability and liquidity, the nature of collateral and changes
in its value,  current and  anticipated  economic  conditions  and other factors
deemed appropriate.  These reviews are dependent upon estimates,  appraisals and
judgments which can change quickly because of changing  economic  conditions and

<PAGE>
                                      -31-


Management's  perception as to how these factors affect the financial  condition
of  debtors.   The  loan  rating  process  classifies  loans  according  to  the
subsidiaries'   uniform   classification   system.  The  subsidiaries   consider
performing loans rated as "substandard"  and "doubtful" to be potential  problem
loans.  "Substandard" loans are characterized by well-defined weaknesses such as
deteriorating or inadequate  collateral or impaired repayment ability. A loan is
considered  "doubtful"  when  similar  conditions  exist but are more  severe in
nature.

     At  December  31,  1995,  NECB  considered  loans  totaling   approximately
$14,067,000  (which considers,  for the first time, EQBK's loan portfolio) to be
potential  problems  compared to  $7,699,000  at December 31, 1994.  Included in
these totals were loans totaling $9,342,000 and $4,724,000  respectively,  which
were not  classified as  non-performing  loans because such loans are performing
according to their terms.

     NECB's  subsidiaries loan review processes are designed to identify certain
potential  problem  loans  at an  early  stage,  alleviate  weaknesses  in  each
respective  institution  lending  policies,  oversee the individual  loan rating
system and ensure compliance with NEBT's and EQBK's underwriting, documentation,
compliance and  administrative  policies.  Certain  potential problem loans mean
loans considered by Management as being in need of special  attention because of
some  deficiency  related  to the credit or  documentation,  but which are still
considered  collectable  and  performing.  Such  attention is intended to act as
preventative measures and thereby avoid more serious problems in the future.

     Accrued interest income is generally  reversed against interest income when
loans are classified as nonaccrual,  unless  Management  deems that the value of
collateral is sufficient to recover both  principal and accrued  interest.  Real
estate held for sale  consists of  properties  acquired  through  mortgage  loan
foreclosure  proceedings.  Real  estate  owned is  carried  at the  lower of the
carrying  value of the related  loan or the  estimated  fair market value of the
property less estimated selling costs.

     NECB's nonperforming assets at December 31, 1995 through 1991 are presented
below.  Had the  nonaccrual  loans  performed in accordance  with their original
terms,  gross  interest  income for the year ended 1995 would have  increased by
approximately $120,000 compared to an increase of approximately $194,000 for the
year ended 1994. As reflected below,  NECB has made  significant  progress since
reaching a high of $12,672,000 at December 31, 1991.

<PAGE>
                                      -32-

<TABLE>
<CAPTION>

(amounts in thousands) at
  December 31,                                    1995      1994        1993        1992       1991
-----------------------------------------------------------------------------------------------------
<S>                                             <C>       <C>         <C>         <C>       <C>    
Nonaccrual loans                                $4,725    $2,975      $3,176      $3,144    $ 7,606

Other real estate owned                            728       573       1,048       5,761      5,066
                                            ---------------------------------------------------------
Total nonperforming assets                      $5,453    $3,548      $4,224      $8,905    $12,672
                                            =========================================================
Loans past due in excess of ninety days and
  accruing interest                             $  273    $   16      $  193      $    4    $   483
</TABLE>


     Total nonperforming assets increased by $1,905,000, or 53.7%, to $5,453,000
at December  31, 1995 from  $3,548,000  at December  31,  1994.  In 1994,  total
nonperforming  assets decreased  $676,000 or 16% from $4,224,000 at December 31,
1993. Loans past due in excess of ninety days and accruing  interest amounted to
$273,000,  this compared to balances of $16,000 and $193,000,  respectively,  at
December 31, 1994 and 1993.  The increase in total  nonperforming  assets in the
year ended December 31, 1995 resulted from the inclusion, for the first time, of
$2,896,000  in nonaccrual  loans and $497,000 in OREO held by EQBK  (acquired on
November 30, 1995) and decreases of $1,146,000 in nonaccrual  loans and $342,000
in OREO held by NEBT.

     Total  nonperforming  assets represented 2.5% of total loans and other real
estate owned at December 31, 1995, as compared to 2.7% and 3.6% respectively, at
December  31,  1994  and  1993.  Improvement  in this  ratio  is the  result  of
reductions  in  nonperforming  assets  and the  increase  in  total  loans.  The
allowance for loan losses  increased to 2.0% of total loans at December 31, 1995
from 1.9% at December 31, 1994, and 2.4% at December 31, 1993 respectively.  The
coverage  afforded  to  nonperforming  assets and loans past due ninety days and
still  accruing was 77.6%  compared to 71.9% and 63.0% for December 31, 1994 and
1993,  respectively.  Real estate acquired through foreclosure was $1,007,000 in
1993,  $743,000 in 1994,  and $796,000 in 1995.  The allowance for possible loan
losses was equal to 94.1% of nonaccrual  loans at December 31, 1995, as compared
to 86.2% and 87.7%, respectively, at December 31, 1994 and 1993.

<PAGE>
                                      -33-


<TABLE>
<CAPTION>


(amounts in thousands)                                             1995         1994         1993
December 31,                                                      ------       ------       ------


<S>                                                               <C>          <C>          <C>   
Nonaccrual loans                                                  $4,725       $2,975       $3,176

Other real estate owned                                              728          573        1,048
                                                                  ------       ------       ------
Total nonperforming assets                                         5,453        3,548        4,224

Loans past due in excess of ninety days and accruing interest        273           16          193

Ratio of nonperforming assets to total loans and OREO                2.5%         2.7%         3.6%

Ratio of nonperforming assets and loans past due in excess
  of ninety days and accruing interest to total loans OREO           2.6%         2.7%         3.8%

Ratio of allowance loan losses to total loans                        2.0%         1.9%         2.4%

Ratio of allowance for loan losses to nonperforming assets
  and loans in excess of ninety days past due and accruing         
  interests                                                         77.6%        71.9%        63.0%

Ratio of nonperforming assets and loans in excess of ninety
  days out past due and accruing interest to total shareholders'
  equity                                                            18.8%        19.3%        34.0%
</TABLE>

     The following  table  summarizes the activity in the allowance for possible
loan losses for the years ended December 31, 1991 through 1995. The allowance is
maintained  at a  level  consistent  with  identified  loss  potential  and  the
perceived risk in the portfolio. It is not considered meaningful to allocate the
allowance  according to geographic  area as NECB's market area is homogenous and
limited in size.

<TABLE>
<CAPTION>
(amounts in thousands)
 December 31,                                1995          1994        1993       1992        1991
----------------------------------------------------------------------------------------------------
Loans charged-off:

<S>                                        <C>           <C>         <C>        <C>         <C>   
   Commercial and financial                $  154        $   92      $  216     $  539      $  828

   Real estate                                750           892         930      2,348         744

   Installment loans to individuals            74            17          80        121         761
                                           ------        ------      ------     ------      ------

                                              978         1,001       1,226      3,008       2,333
                                           ------        ------      ------     ------      ------
Recoveries on loans charged-off:

   Commercial and financial                   150            51          17          4          15

   Real estate                                 27           163          22         54           0

   Installment loans to individuals            22            37          10         26          15
                                           ------        ------      ------     ------      ------

                                              199           251          49         84          30
                                           ------        ------      ------     ------      ------

Net loans charged-off                         779           750       1,177      2,924       2,303

Provision charged to operations               700           530         764      2,679       3,400

Balance, at beginning of year               2,564         2,784       3,197      3,442       2,345

Changes incident to merger                  1,961
                                           ------        ------      ------     ------      ------

Balance, at end of year                    $4,446        $2,564      $2,784     $3,197      $3,442
                                           ======        ======      ======     ======      ======

Ratio of net charge-offs during the
  period to average loans outstanding       
   during the period                         0.54%         0.63%       0.94%      2.02%       1.67%

Ratio of allowance for loans losses 
  to total loans                             2.00%         1.93%       2.41%      2.36%       2.34%

</TABLE>


<PAGE>
                                      -34-


     NECB's subsidiaries continually assess the adequacy of their allowances for
loan losses in response to changing economic conditions, specific problem loans,
and the overall  risk  profile of their loan  portfolios.  Management  allocates
specific reserves to individual  problem loans based upon Management's  analysis
of the potential for loss perceived to exist related to such loans.  In addition
to the specific  reserves for  individual  loans,  a portion of the allowance is
maintained as a general reserve. The amount of the general reserve is determined
through Management's  analysis of the potential for loss inherent in those loans
not considered problem loans. Among the factors considered by Management in this
analysis  are the  number and type of loans,  nature  and  amount of  collateral
pledged to secure such loans, and current economic conditions.

     During the years ended 1991 and 1992, NEBT made  substantial  provisions to
the allowance in response to the  recognition of problem loans and the potential
for loss  perceived  to be  inherent  in the  portfolio  as a result of economic
conditions and declines in real estate values.  Thereafter, in 1993 and 1994 the
reduction in provisions reflects the stabilization of the economy,  the improved
performance  of the loan  portfolio and  recoveries  of  previously  charged-off
loans.

     The following  table  reflects the Allowance for Loan Losses as of December
31, 1995 with allocations categorized by loan type:

(amounts in thousands)
                                Allocation of       Percentage of loans in
                                Allowance for       each category to total
Loans by type                   Loan Losses         loans
----------------------------------------------------------------------------
Commercial & Financial            $  541                    16.1%

Real Estate:

  Construction                       254                      5.8

  Residential                      1,090                     36.4

  Commercial                       2,388                     38.3

Installment                          154                      2.5

Other                                 19                      0.9
                                  ------                   ----- 

    Total                         $4,446                   100.0%
                                  ======                   ===== 


LIQUIDITY

     Management's  objective is to ensure continuous  ability to meet cash needs
as  they  arise.  Such  needs  may  occur  from  time to  time  as a  result  of
fluctuations in loan demand and the level of total deposits. Accordingly, NECB's

<PAGE>
                                      -35-


subsidiaries  have  liquidity  policies  which provide  flexibility to meet cash
needs.  The liquidity  objective is achieved  through the maintenance of readily
marketable investment securities as well as a balanced flow of asset maturities,
prudent  pricing on loan and deposit  products and the sale of mortgage loans in
the secondary market.

     The policy also  provides  Management  with the ability to acquire and hold
debt instruments known collectively as structured notes. Structured notes, which
can  differ  as to  particular  terms,  are used by  Management  to  reduce  the
potential  effect changes in interest rates can have upon the operating  results
of the  Company.  From time to time,  Management  invests  in  various  types of
structured  notes (such as dual index notes and interest rate step-up  notes) as
part of its overall management of the risk of changes to interest rates.

     In 1993, NECB adopted Statement of Financial  Accounting  Standards No. 115
("Accounting for Certain Debt and Equity Securities").  The statement, issued by
the  Financial  Accounting  Standards  Board  (FASB),  set  forth  guidance  for
accounting for certain  investments in debt and equity  securities.  Adoption of
Statement No. 115 resulted in several changes to the information provided in the
financial  statements of NECB. The first change  resulted from the separation of
investment   security   assets   into   those    held-to-maturity    and   those
available-for-sale.  The second change  resulted from the change to the carrying
value of the group held  available-for-sale to reflect the current market values
of the assets held. The amount of this  "mark-to-market"  value is then added to
or deducted from the equity  portion of NECB's  balance sheet after  appropriate
reduction to reflect the value of the related  deferred  taxes.  At December 31,
1995,  the  amount  added to NECB's  shareholders'  equity was  $158,000,  while
$843,000 was deducted from shareholders' equity a year earlier.

     During the year end of 1995 and during  1994,  it did not become  necessary
for NECB to increase its borrowed  funds to meet its liquidity  needs.  NECB has
alternative sources of liquidity available including federal funds purchased and
repurchase  agreements.  Purchases of federal  funds and borrowing on repurchase
agreements may be utilized to meet short-term  borrowing needs. During 1994 NEBT
joined the  Federal  Home Loan Bank of Boston  (FHLBB) to  further  enhance  its
liquidity position. The FHLBB provides its member banks with credit by accepting
as collateral the member bank's mortgage  assets.  Through its membership,  NEBT
has available a line of credit for $3,500,000 and also has the ability to pledge
up to $60,000,000  of its assets to meet its credit needs.  EQBK has available a
line of  credit  for  $2,100,000  and  also  has the  ability  to  pledge  up to

<PAGE>
                                      -36-


$25,000,000  of its  assets to meet its credit  needs.  NECB  believes  that its
policies will enable it to maintain  adequate  liquidity and to prudently commit
funds to loans or investments,  depending upon underlying risk,  demand and rate
of return.

     As shown in the Consolidated  Statements of Cash Flows,  NECB experienced a
decrease of  $4,091,000 in the amount of cash and cash  equivalents  at December
31,  1995  compared to  December  31,  1994.  This  compares to the  significant
increase of  $8,453,000 in 1994,  compared to December 31 1993.  The increase in
1994 was largely due to the $5,571,000 received in December as proceeds from the
issuance of 778,260  shares of NECB's stock coupled with an increase  throughout
the year in demand deposit account balances. Demand deposit accounts represent a
volatile source of funds which is subject to significant inflows and outflows of
both seasonal and cyclical nature.

CAPITAL

     At December  31,  1995,  total  shareholders'  equity was  $30,480,000,  an
increase  of  $12,007,000  compared to  $18,473,000  at December  31,  1994.  In
November  1995, in acquiring The Equity Bank,  1,004,000  shares of common stock
were issued by NECB at a value of $9,507,000  representing  the inclusion of the
adjusted net assets of EQBK. Also  increasing  capital in 1995 was the retention
of  $1,499,000  in earned  income and the  $1,001,000  change in the  unrealized
holding gain (loss) on securities available for sale. During 1994, shareholders'
equity   increased   $5,461,000  to  $18,473,000  at  December  31,  1994,  from
$13,012,000 at December 31, 1993. In December  1994,  NECB completed an offering
which raised  $5,571,000  in new capital  funds.  The  offering  resulted in the
issuance of 778,000 new shares of common  stock.  Also adding to capital was net
income of $1,103,000.

     The  various  capital  ratios of EQBK,  NEBT and NECB are as  follows as of
December 31, 1995:


                         Minimum Level        EQBK        NEBT        NECB
---------------------------------------------------------------------------
Leverage                            4%       8.22%        7.34%      11.89%
Tier 1 Risk-Based                   4%      10.13%       10.42%      12.25%
Total Risk-Based                    8%      11.38%       11.67%      13.49%

INCOME TAXES

     Income tax expense for 1995 was $985,000  which is an effective  income tax
rate of 33.2%.  This  compares  to income tax  expense of  $665,000  in 1994 and
$56,000 in 1993.


<PAGE>
                                      -37-


     In February 1992, The Financial Accounting Standards Board issued Statement
of Financial  Accounting  Standards No. 109 ("Accounting for Income Taxes"). The
effect of adoption of  Statement  No. 109 in 1993 upon 1993 results is set forth
in Note 11 to the Consolidated Financial Statements for the years ended December
31, 1995, 1994 and 1993.

RECENT ACCOUNTING DEVELOPMENTS

     The adoption of  Financial  Accounting  Standard  No. 115 in December  1993
requires  that  NECB  classify  debt  and  equity  securities  into one of three
categories:  held-to-maturity,  available-for-sale,  or trading.  This  security
classification  may be modified after  acquisition only under certain  specified
conditions. In general, securities may be classified as held-to-maturity only if
NECB has the  positive  intent  and  ability to hold them to  maturity.  Trading
securities are defined as those bought and held  principally  for the purpose of
selling  them in the near  term.  All other  securities  must be  classified  as
available-for-sale.

     In May 1993, the Financial  Accounting  Standards Board issued SFAS No. 114
("Accounting  by Creditors for  Impairment of a Loan").  The Statement  requires
that  impaired  loans be  measured on a loan by loan basis by either the present
value of expected future cash flows discounted at the loan's effective  interest
rate, the loan's observable market price, or the fair value of the collateral if
the loan is collateral dependent.

     The Statement is applicable to all creditors and to all loans, except large
groups of smaller balance homogeneous loans that are collectively  evaluated for
impairment,  loans  that are  measured  at fair value or at the lower of cost or
fair value,  leases, and convertible or nonconvertible  debentures and bonds and
other debt securities.  The Statement applies to financial statements for fiscal
years  beginning  after December 15, 1994.  Management  has determined  that the
financial  statement  impact of adopting the provisions of this statement is not
material.

     In October of 1994, the Financial  Accounting Standards Board (FASB) issued
Statement  of  Financial   Accounting   Standards  No.  119  ("Disclosure  about
Derivative Financial Instruments and Fair Value of Financial Instruments"). This
Statement requires disclosures about derivative  financial  instruments-futures,
forward,  swap,  and option  contracts,  and other  financial  instruments  with
similar characteristics.  It also amends existing requirements of FASB Statement
No.  105,   "Disclosure  of  Information   about  Financial   Instruments   with
Off-Balance-Sheet  Risk and Financial  Instruments with Concentrations of Credit

<PAGE>
                                      -38-


Risk," and FASB Statement No. 107,  ("Disclosures  about Fair Value of Financial
Instruments").  This  Statement,  which was effective  for 1995,  did not have a
material impact upon NECB's 1995 financial statements.

     In May of 1995, the FASB issued Statement of Financial Accounting Standards
No. 122 ("Accounting for Mortgage  Servicing  Rights").  This Statement requires
that a mortgage  banking  enterprise  recognize  as a separate  asset  rights to
service mortgage loans for others,  however those servicing rights are acquired.
A mortgage banking  enterprise that acquires  mortgage  servicing rights through
either the  purchase or  origination  of mortgage  loans or sells or  securities
those loans with servicing rights retained should allocate the total cost of the
mortgage  loans to the mortgage  servicing  rights and to the loans (without the
mortgage servicing rights) based on their fair values if practicable to estimate
those fair values.  If it is not  practicable to estimate the fair values of the
mortgage servicing rights and the mortgage loans (without the mortgage servicing
rights),  the entire cost of  purchasing  and  originating  the loans  should be
allocated to the mortgage loans (without the mortgage  servicing  rights) and no
cost should be allocated to the mortgage  servicing  rights.  This  Statement is
effective for fiscal years beginning after December 15, 1995 and is not expected
to have a material impact on NECB as it does not have significant loan servicing
operations.

     In October of 1995,  the FASB  issued  Statement  of  Financial  Accounting
Standard No. 123  ("Accounting  for Stock-based  Compensation").  This statement
establishes   financial  accounting  and  reporting  standards  for  stock-based
employee compensation plans,  including  arrangements by which employees receive
options to purchase shares of NECB's stock.  This statement defines a fair value
based  method of  accounting  for an  employee  stock  option or similar  equity
instrument  and  encourages  all entities to adopt that method of accounting for
their employee stock compensation  plans.  However,  it also allows an entity to
continue to measure  compensation for those plans using the method of accounting
in  Accounting  Principles  Board (APB)  Opinion No. 25.  Entities  selecting to
remain  with the  accounting  in  Opinion  No. 25  complete  must make pro forma
disclosures of net income and, if presented  earnings per share,  as if the fair
value  based  method  of  accounting  in SFAS  No.  123 had  been  applied.  The
accounting and disclosure requirements of SFAS No. 123 are effective for NECB in
1996  for all  awards  in 1996  and  thereafter.  Management  believes  that the
financial statement impact of adoption the provisions of this statement will not
be material.


<PAGE>
                                      -39-

IMPACT OF INFLATION

     The Consolidated  Financial  Statements and related notes thereto presented
elsewhere  herein  have been  prepared in  accordance  with  generally  accepted
accounting  principles  which require the measurement of financial  position and
operating results in terms of historical dollars without  considering changes in
the relative value of money over time due to inflation.  Unlike many  industrial
companies,  most of the assets and virtually all of the  liabilities of NECB are
monetary in nature. As a result,  interest rates have a more significant  impact
on NECB's performance than the general level of inflation. Over short periods of
time,  interest rates may not  necessarily  move in the same direction or in the
same magnitude as inflation.

RECENT DEVELOPMENTS

     On December 19, 1995, the Boards of Directors of NECB,  NEBT and Manchester
State Bank, a Connecticut  chartered commercial bank with its principal place of
business  in  Manchester,   Connecticut,   executed  a  Plan  and  Agreement  of
Reorganization (the "Agreement").

     Pursuant to the Agreement,  upon  consummation  of the  transaction,  it is
anticipated that  shareholders of Manchester State Bank will exchange each share
of common stock of Manchester  State Bank for the  Reorganization  consideration
consisting of $35.20  payable in cash and 5.493 shares of New  England's  common
stock. The Agreement is subject to conditions  including  approval by regulatory
authorities and the shareholders of Manchester State Bank. See Current Report on
Form 8-K filed by New England Community Bancorp, Inc. on January 11, 1996, which
Report is hereby incorporated by reference.

<PAGE>
                                      -40-


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

INDEX TO FINANCIAL STATEMENTS

NECB AND SUBSIDIARIES

Report of Independent Certified Public Accountants for
the Years Ended December 31, 1995, 1994 and 1993...........F-1

Consolidated Balance Sheets at December 31, 1995
and 1994...................................................F-2

Consolidated Statements of Income for the Years Ended
December 31, 1995, 1994 and 1993...........................F-3

Consolidated Statements of Cash Flows for the Years
Ended December 31, 1995, 1994 and 1993.....................F-4

Consolidated Statements of Shareholders' Equity for the
Years Ended December 31, 1995, 1994 and 1993...............F-5

Notes to Consolidated Financial Statements for the
Years Ended December 31, 1995, 1994 and 1993...............F-6-F-13

<PAGE>
                                      F-1


                        SHATSWELL MacLEOD & COMPANY, P.C.
                          Certified Public Accountants

                                 83 Pine street
                     West Peabody, Massachusetts 01960-3635
                                (508) 535-0206

To the Board of Directors
New England Community Bancorp, Inc.
Windsor, Connecticut

                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------

We have audited the accompanying consolidated balance sheets of New England
Community Bancorp, Inc. and Subsidiaries as of December 31, 1995 and 1994 and
the related consolidated statements of income, changes in shareholders' equity
and cash flows for each of the years in the three-year period ended December 31,
1995. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of New
England Community Bancorp, Inc. and Subsidiaries as of December 31, 1995 and
1994, and the consolidated results of their operations and their cash flows for
each of the years in the three-year period ended December 31, 1995, in
conformity with generally accepted accounting principles.

As discussed in Notes 2 and 11 to the consolidated financial statements, the
Company adopted the provisions of the Financial Accounting Standards Board's
Statement of Financial Accounting Standards No. 109 "Accounting for Income
Taxes," effective January 1, 1993.

As discussed in Note 2 to the consolidated financial statements, the Company
adopted the provisions of the Financial Accounting Standards Board's Statement
of Financial Accounting Standards No. 115 "Accounting for Certain Investments in
Debt and Equity Securities" as of December 31, 1993.



                                          /S/ SHATSWELL, MacLEOD & COMPANY, P.C
                                              ---------------------------------
                                          SHATSWELL, MacLEOD & COMPANY, P.C.

West Peabody, Massachusetts
January 25, 1996

<PAGE>
                                      F-2


              New England Community Bancorp, Inc. and Subsidiaries
                           Consolidated Balance Sheets

<TABLE>
<CAPTION>
(amounts in thousands; except per share data)
 Years Ended December 31,                                                             1995              1994
------------------------------------------------------------------------------------------------------------
ASSETS:
<S>                                                                               <C>               <C>    
     Cash and due from banks                                                      $ 14,495          $ 13,014
     Interest-bearing demand deposits with other banks                                  55             1,000
     Federal funds sold                                                              9,075            13,702
                                                                                     -----            ------
        Cash and cash equivalents                                                   23,625            27,716
     Interest-bearing time deposits with other banks                                 3,000                99
     Investment securities (Note 3)
        Securities held-to-maturity (fair values of $7,189 and $11,528 at
           December 31, 1995 and 1994, respectively) (Note 4)                        7,066            11,742
        Securities available-for-sale (at fair value) (Note 5)                      75,063            36,065
        Federal Home Loan Bank stock                                                 1,176               810
     Loans outstanding (Note 6)                                                    222,235           132,624
        Less: allowance for loan losses (Note 6)                                   (4,446)           (2,564)
                                                                                   -------           -------
           Net loans                                                               217,789           130,060
     Mortgages held-for-sale                                                           788
     Accrued interest receivable                                                     2,538             1,502
     Premises and equipment (Note 7)                                                 6,960             5,607
     Other real estate owned                                                           728               573
     Other assets                                                                    2,828             2,516
                                                                                     -----             -----
TOTAL ASSETS                                                                      $341,561          $216,690
                                                                                  ========          ========

LIABILITIES:
     Deposits
        Noninterest bearing                                                        $59,945           $47,323
        Interest bearing                                                           247,216           149,549
                                                                                   -------           -------
           Total deposits (Note 8)                                                 307,161           196,872
     Short-term borrowings                                                             540               800
     Accrued interest payable                                                          317                66
     Other liabilities                                                               3,063               479
                                                                                     -----               ---
TOTAL LIABILITIES                                                                  311,081           198,217
                                                                                   -------           -------

SHAREHOLDERS' EQUITY (Note 9):
     Serial preferred stock, $.10 par value, 200,000 shares authorized;
        no shares issued
     Common stock, $.10 par value, December 31, 1995 authorized 10,000,000
        shares, 3,084,309 outstanding; December 31, 1994
        authorized 10,000,000 shares, outstanding 2,080,692                            308               208
     Additional paid-in capital                                                     21,522            12,115
     Retained earnings                                                               8,492             6,993
     Net unrealized holding gain (loss) on securities available-for-sale               158             (843)
                                                                                       ---             -----
TOTAL SHAREHOLDERS' EQUITY                                                          30,480            18,473
                                                                                    ------            ------
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY                                          $341,561          $216,690
                                                                                  ========          ========
</TABLE>
              The accompanying notes are an integral part of these
                       consolidated financial statements.

<PAGE>
                                      F-3


              New England Community Bancorp, Inc. and Subsidiaries
                        Consolidated Statements of Income

<TABLE>
<CAPTION>
(amounts in thousands; except per share data)
 Years Ended December 31,                                            1995             1994              1993
------------------------------------------------------------------------------------------------------------
Interest and dividend income:
<S>                                                             <C>              <C>               <C>    
     Loans, including fees                                        $12,935          $ 9,507           $10,367
     Investment securities:
        Taxable interest                                            2,721            2,668             2,537
        Interest exempt from federal income taxes                      49               32                61
        Dividends                                                     188               63                93
     Federal funds sold and other interest                            407              281               127
                                                                  -------          -------           -------
        Total interest and dividend income                         16,300           12,551            13,185
                                                                  -------          -------           -------
Interest expense:
     Deposits (Note 8)                                              5,703            3,953             4,937
     Borrowed funds                                                    33               21                25
                                                                  -------          -------           -------
        Total interest expense                                      5,736            3,974             4,962
                                                                  -------          -------           -------
Net interest and dividend income                                   10,564            8,577             8,223
Provision for possible loan losses (Note 6)                           700              530               764
                                                                  -------          -------           -------
Net interest and dividend income after provision
   for possible loan losses                                         9,864            8,047             7,459
                                                                  -------          -------           -------
Noninterest income:
     Service charges, fees and commissions                          1,385            1,509             1,676
     Investment securities gains, net                                  21                                177
     Gain on sales of loans, net                                      193               45               188
     Other                                                             93               62                74
                                                                  -------          -------           -------
        Total noninterest income                                    1,692            1,616             2,115
                                                                  -------          -------           -------
Noninterest expense:
     Salaries and employee benefits (Note 10)                       4,378            3,830             3,969
     Occupancy                                                        729              658               638
     Furniture and equipment                                          686              682               610
     Outside services                                                 322              311               708
     Postage and supplies                                             391              343               370
     Insurance and assessments                                        363              639               776
     Loan origination and collection                                   21               21                76
     Losses, writedowns, expenses - other real estate owned           225              265             1,596
     Other                                                          1,476            1,146               594
                                                                  -------          -------           -------
        Total noninterest expenses                                  8,591            7,895             9,337
                                                                  -------          -------           -------
Income before taxes and cumulative effect of change
   in accounting principle                                          2,965            1,768               237
     Income taxes (Note 11)                                           985              665                56
                                                                  -------          -------           -------
Income before cumulative effect of change in accounting
   principle                                                        1,980            1,103               181
Cumulative effect of change in accounting principle (Note 2)                                             228
                                                                  -------          -------           -------
NET INCOME                                                        $ 1,980          $ 1,103           $   409
                                                                  =======          =======           =======
Income per share before cumulative effect of change in
   accounting principle                                           $  0.91          $  0.82           $  0.14
Cumulative per share effect of change in method of
   accounting principle (Note 2)                                                                        0.17
Net income per share                                              $  0.91          $  0.82           $  0.31
                                                                  =======          =======           =======

Weighted average shares of common stock                         2,165,931        1,345,076         1,302,432
                                                                =========        =========         =========
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.

<PAGE>
                                      F-4


              New England Community Bancorp, Inc. and Subsidiaries
                      Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>

(amounts in thousands)
 Years Ended December 31,                                                     1995              1994           1993
-----------------------------------------------------------------------------------------------------------------------
Operating Activities:
<S>                                                                             <C>               <C>            <C> 
     Net income                                                                 $ 1,980           $ 1,103        $  409
     Adjustment for noncash charges (credits):
     Provision for depreciation and amortization                                    508               425           388
     Losses from sale or disposal and provisions to reduce
        the carrying value of other real estate owned, net                          169               174         1,201
     Investment securities gains, net                                               (21)                           (177)
     Accretion of discounts and amortization of premiums
        on bonds, net                                                               108               229           381
     Provision for possible loan losses                                             700               530           764
     Gain on sales of loans, net                                                                      (45)         (188)
     (Increase) decrease in accrued interest receivable and other assets, net       832              (891)          364
     (Increase) decrease in loans held for sale                                    (788)            3,512        (3,512)
     Change in method of accounting for income taxes                                                               (228)
     Increase (decrease) in accrued interest payable and other liabilities, net     640              (465)       (1,560)
                                                                                --------           -------       -------
Net cash provided by (used for) operating activities                              4,128             4,572        (2,158)
                                                                                --------           -------       -------
Financing Activities:
     Net increase (decrease) in noninterest-bearing accounts                     (2,861)           14,841         2,380
     Net increase (decrease) in interest-bearing accounts                         5,754            (6,435)      (10,092)
     Decrease in short-term borrowings, net                                        (260)                           (138)
     Issuance of common stock                                                                       5,571
     Cash equivalents acquired in the merger of The Equity
        Bank                                                                      7,790
     Cash dividends paid                                                           (415)
                                                                                --------           -------       -------
Net cash provided by (used for) financing activities                             10,008            13,977        (7,850)
                                                                                --------           -------       -------
Investing Activities:
     Loans originated, net of principal collections                              (6,694)          (24,666)         6,820
     Loans purchased from other lenders                                          (4,871)
     Net increase in interest-bearing time deposits                              (2,802)              (99)
     Purchases of Federal Home Loan Bank stock                                                       (810)
     Proceeds from sales of loans                                                                   6,063         10,665
     Purchases of securities available-for-sale                                 (31,575)          (12,955)
     Proceeds from sales of securities available-for-sale                         4,535             7,301
     Proceeds from maturities of securities available-for-sale                   18,824            14,192
     Purchases of securities held-to-maturity                                    (3,742)          (11,297)
     Proceeds from maturities of securities held-to-maturity                      8,556            12,099
     Purchases of investment securities                                                                         (34,346)
     Proceeds from sales of securities                                                                            3,578
     Proceeds from maturities of securities                                                                      23,634
     Proceeds from sales of other real estate owned                                 969             1,131         2,100
     Payments on other real estate owned                                                               17            73
     Purchases of premises and equipment, net                                    (1,427)             (929)         (736)
     Refund on purchase of computer software                                                            5
     Capitalization of expenditures on other real estate owned                                       (148)         
                                                                                --------          --------      --------
Net cash provided by (used for) investing activities                            (18,227)          (10,096)       11,788
                                                                                --------          --------      --------
                                                                                 
(Decrease) increase in cash and cash equivalents                                 (4,091)            8,453         1,780
     Cash and cash equivalents, beginning of year                                27,716            19,263        17,483
                                                                                --------          -------       -------
     Cash and cash equivalents, end of year                                     $23,625           $27,716       $19,263
                                                                                ========          =======       =======
Schedule of noncash investing and financing activities:                          
     Loans charged off, net of recoveries                                           $779             $750        $1,177
     Conversions of mortgage loans to mortgage backed securities                                                  2,489
     Real estate acquired through foreclosure                                        796              743         1,007
     Real estate owned charged to valuation allowance                                                               296
     Securities classified in accordance with SFAS No. 115 as of                 
        December 31, 1993:                                                       
           Available-for-sale                                                                                    46,704
           Held-to-maturity                                                                                      12,668
     Loans originated to facilitate sales of other real estate owned                                  564         1,579
     A summary of the merger of The Equity Bank is as follows:                   
        Fair value of assets acquired, excluding cash and cash                   
           equivalents                                                           111,242
        Cash and cash equivalents acquired,                                        7,790
                                                                                 -------
                                                                                 119,032
        Liabilities assumed                                                      109,525
                                                                                 -------
           Value of Company common stock issued for the merger                     9,507
     Income tax paid (received)                                                      797              344          (393)
     Interest paid                                                                 5,678            3,974         5,037
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.

<PAGE>
                                      F-5


              New England Community Bancorp, Inc. and Subsidiaries
                 Consolidated Statements of Shareholders' Equity

(amounts in thousands; except per share data)
<TABLE>
<CAPTION>

                                                                                              Net Unrealized
                                                                                         Holding Gain (Loss)
                                                                      Additional               on Securities
                                                   Common Stock          Paid-in     Retained     Available-      Total
                                               Shares        Value       Capital     Earnings       for-Sale     Equity
-----------------------------------------------------------------------------------------------------------------------
<S>                                             <C>           <C>        <C>           <C>          <C>         <C>  
Balance, December 31, 1992                      1,302         $130        $6,622       $5,582       $           $12,334
   Net income                                                                             409                       409
   Net change in unrealized loss on
      marketable equity securities                                                          3                         3
   Net unrealized holding gain on securities
      available-for-sale upon adoption
      of SFAS No. 115                                                                                  266          266
                                                -----          ---         -----        -----          ---          ---
Balance, December 31, 1993                      1,302          130         6,622        5,994          266       13,012
   Net income                                                                           1,103                     1,103
   Dividends declared ($0.05 per share)                                                  (104)                     (104)
   Net change in unrealized holding gain on
      securities available-for-sale                                                                 (1,109)      (1,109)
   Common stock offering (Note 9)                 778           78         5,493                                  5,571
                                                  ---           --         -----        -----         -----        -----
Balance, December 31, 1994                      2,080          208        12,115        6,993         (843)      18,473
   Net income                                                                           1,980                     1,980
   Dividends declared ($0.205 per share)                                                 (481)                     (481)
   Shares issued pursuant to the merger
      of The Equity Bank (Note 9)               1,004          100         9,407                                  9,507
   Net change in unrealized holding loss on
      securities available-for-sale                                                                  1,001        1,001
                                                -----         ----       -------       ------        -----        -----
Balance, December 31, 1995                      3,084         $308       $21,522       $8,492         $158      $30,480
                                                =====         ====       =======       ======         ====      =======
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.

<PAGE>
                                      F-6


                   Notes to Consolidated Financial Statements

NOTE 1 -- ORGANIZATION

     New  England   Community   Bancorp,   Inc.  (the  "Company"),   a  Delaware
Corporation,  is a  multi-bank  holding  company.  It operates  two wholly owned
subsidiary banks chartered by the state of Connecticut. New England Bank & Trust
Company is  headquartered  in Windsor,  Connecticut and provides  commercial and
consumer banking services from its eight offices located in the towns of Canton,
East Windsor, Ellington, Enfield, Somers, Suffield and Windsor (2), Connecticut.
The Equity Bank,  acquired in December  1995,  provides  commercial and consumer
banking services from its office in Wethersfield, Connecticut.

NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

     The consolidated  financial statements of the Company have been prepared in
conformity  with  generally  accepted  accounting  principles  and  include  its
accounts  and  those  of its  subsidiaries,  after  elimination  of  significant
inter-company balances and transactions.

Pervasiveness of Estimates    

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  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  revenues  and  expenses  during  the
reporting period. Actual results could differ from the estimates.

Investment Securities, In General

     Investments in debt  securities are adjusted for  amortization  of premiums
and accretion of discounts computed on the effective  interest method.  Gains or
losses on sales of investment securities are computed on a specific asset basis.

     As of  December  31,  1993,  the Company  adopted  Statement  of  Financial
Accounting  Standards No. 115,  "Accounting for Certain  Investments in Debt and
Equity  Securities"  (SFAS No.  115).  The  Statement  establishes  standards of
financial  accounting and reporting for  investments in equity  securities  that
have readily  determinable  fair values and all investments in debt  securities.
SFAS No. 115 requires that the Company classify debt and equity  securities into
one of three categories: held-to-maturity,  available-for-sale, or trading. This
security  classification  may be modified after  acquisition  only under certain
specified   conditions.   In   general,   securities   may  be   classified   as
held-to-maturity only if the Company has the positive intent and ability to hold
them to  maturity.  Trading  securities  are  defined  as those  bought and held
principally  for the  purpose  of  selling  them in the  near  term.  All  other
securities must be classified as available-for-sale. In terms of how the Company
accounts for and reports these securities, refer to the table below:

Security Classification         Accounting and Reporting Treatment
--------------------------------------------------------------------------------
Held-to-maturity                These  securities are measured at amortized cost
                                on the balance sheet.  Unrealized  holding gains
                                and losses are not  included in earnings or in a
                                separate  component of capital.  They are merely
                                disclosed   in  the   notes  to  the   financial
                                statements.

Available-for-sale              These  securities  are  carried at fair value on
                                the balance sheet.  Unrealized holding gains and
                                losses are not  included  in  earnings,  but are
                                reported as a net amount (less  expected tax) in
                                a separate component of capital until realized.

Trading                         Trading  securities are carried at fair value on
                                the balance sheet.  Unrealized holding gains and
                                losses for trading  securities  are  included in
                                earnings.   As  the   Company   had  no  trading
                                securities  as of December 31, 1993 there was no
                                impact  to  the  Company's   earnings  upon  the
                                adoption of the Statement.

Loans

     Loans  are  stated at their  principal  amount  outstanding  and are net of
unearned  income  on  discounted  loans.  Interest  on  nondiscounted  loans  is
recognized  on the  simple  interest  method  based  upon the  principal  amount
outstanding except for those loans in a nonaccrual status. Loans are placed in a
nonaccrual  status  when a loan is past  due  greater  than  ninety  days or the
payment of principal or interest is considered to be in doubt. Payments received
on nonaccrual  and impaired  loans are first applied to the remaining  principal
balance and are next applied to interest income.

     Loan  origination and commitment  fees and certain direct loan  origination
costs are deferred and the net amount  amortized as  adjustments  of the related
loan's yield. These amounts are being amortized over the contractual life of the
related loans. Upon sale of loans in the secondary market,  the related deferred
fees or costs are recorded in income. Commitment fees based on a percentage of a
customer's  unused line of credit and fees related to standby  letters of credit
are recognized over the commitment period.

Allowance for Possible Loan Losses

     The allowance for possible  losses on loans is established  through charges
against income and is maintained at a level  considered  adequate to provide for
probable  loan losses  based on  management's  evaluation  of known and inherent
risks in the loan  portfolio.  When a loan or a portion of a loan is  considered
uncollectible,  it is  charged-off  against the  allowance.  Recoveries of loans
previously charged-off are credited to the allowance when received.

     Management's evaluation of the allowance is based on a continuing review of
the loan  portfolio  which  includes many  factors,  such as  utilization  of an
individual loan rating system to assess trends in asset quality;  identification
and review of  individual  problem  situations  which may affect the  borrower's
ability to repay;  review of overall portfolio quality through analytical review
of current  charge-offs,  delinquency  and  nonperforming  loan data;  review of
regulatory  authority  examinations  and  evaluation of loans;  an assessment of
current economic  conditions;  and changes in the size and character of the loan
portfolio. These reviews are dependent upon estimates,  appraisals and judgments
which  can  change  quickly   because  of  changing   economic   conditions  and
management's  perception as to how these factors affect the financial  condition
of debtors.

     As  of  January  1,  1995,  the  Company  adopted  Statement  of  Financial
Accounting  Standards  No. 114,  "Accounting  by Creditors  for  Impairment of a
Loan", as amended by SFAS No. 118. The Statement requires that impaired loans be
measured on a loan by loan basis by either the present value of expected  future
cash  flows  discounted  at the  loan's  effective  interest  rate,  the  loan's
observable  market  price,  or the fair value of the  collateral  if the loan is
collateral dependent.

     The Statement is  applicable  to all loans,  except large groups of smaller
balance homogeneous loans that are collectively evaluated for impairment,  loans
that are  measured at fair value or at the lower of cost or fair  value,  lease,
convertible or non-convertible debentures and bonds and other debt securities.

     The financial statement impact of adopting the provisions of this Statement
was not material.

<PAGE>
                                      F-7


Mortgages Held-For-Sale


Mortgages held-for-sale are carried at the lower of aggregate cost or fair
value.

Other Real Estate Owned

     Other real estate owned consists of properties  acquired  through  mortgage
loan foreclosure proceedings.  These properties are recorded at the lower of the
carrying  value of the related  loans or the  estimated  fair market  value less
estimated  selling  costs.  Charges  to the  allowance  for loan  losses are the
measure by which  properties  are  reduced to fair market  value less  estimated
selling  costs upon  reclassification  as other real  estate  owned.  Subsequent
reductions in carrying value are charged to operating income.

     Beginning in 1995, in  accordance  with  Statement of Financial  Accounting
Standards  No. 114,  "Accounting  by Creditors for  Impairment  of a Loan",  the
Company  classifies  loans as  in-substance  repossessed  or  foreclosed  if the
Company  receives  physical  possession  of the debtor's  assets  regardless  of
whether formal foreclosure proceedings take place.

Premises and Equipment

     Premises and  equipment are stated at cost less  accumulated  depreciation.
Depreciation  is  computed  on  the  straight-line  method  over  the  following
estimated useful lives: building, 30 years;  furniture,  fixtures and equipment,
3-10  years.  Leasehold  improvements  are  amortized  over the  shorter  of the
estimated useful life or the life of the lease.

Income Taxes

     The Company  recognizes  income taxes under the asset and liability method.
Under this method,  deferred tax assets and  liabilities are established for the
temporary  differences  between  the  accounting  basis and the tax basis of the
Company's  assets and  liabilities at enacted tax rates expected to be in effect
when the amounts related to such temporary  differences are realized or settled.
The adoption of this method as of January 1, 1993 resulted in the recognition of
an additional  deferred  income tax asset of $227,800 which has been reported in
1993 income as the  cumulative  effect of an accounting  change.  As a matter of
practice,   it  is  the  Company's   policy  is  to  continually   evaluate  the
realizability of any deferred tax assets resulting from the use of the asset and
liability method.

Earnings Per Share

     Earnings per share have been computed based on the weighted  average number
of shares  outstanding after giving retroactive effect to stock splits and stock
dividends.  Shares  issuable  upon the exercise of stock option  grants have not
been  included  in the per  share  computation  because  they  would  not have a
material effect on earnings per share.

Cash Flows

     For the  purpose of  reporting  cash flows,  the  Company has defined  cash
equivalents  as those  amounts  included  in cash and due from  banks,  interest
bearing demand deposits and federal funds sold.

Fair Values of Financial Instruments

     Statement of Financial  Accounting  Standards No. 107,  "Disclosures  about
Fair Value of Financial  Instruments,"  (SFAS No. 107)  requires  disclosure  of
estimated  fair  values of  financial  instruments.  A financial  instrument  is
defined as cash,  evidence of an ownership  interest in an entity, or a contract
that  conveys or  imposes  the  contractual  right or  obligation  to receive or
deliver  cash or  another  financial  instrument.  Fair  value is defined as the
amount at which a financial  instrument  can be exchanged in a current  exchange
between willing parties, other than in a forced sale or liquidation, and is best
evidenced by a quoted market price, if one exists.

     The Company has  estimated  fair value based on quoted  market prices where
available. In cases where quoted market prices were not available, fair value is
based on  estimates  using the present  value of expected  future cash flows and
certain other  techniques.  These  techniques  are based on certain  assumptions
which are subjective and judgmental in nature. Accordingly,  the results may not
be  substantiated  by  comparison  with  independent  market prices and, in some
cases, cannot be realized in immediate  settlement of the financial  instrument.
Furthermore,  SFAS  No.  107  excludes  certain  financial  instruments  and all
non-financial  instruments from its disclosure  requirements.  Accordingly,  the
fair values  disclosed  should not be interpreted as the aggregate  current fair
market value of the Company.

     The  following  methods  and  assumptions  were  used  by  the  Company  in
estimating the fair value of its financial instruments:

Financial Instrument            Methods and Assumptions
--------------------------------------------------------------------------------

Cash and  cash   equivalents    The  carrying  amounts reported in the balance
                                sheet for cash and due from banks and federal
                                funds sold  approximate fair value.
                                
                                                                        
Investment securities           The fair value of investment securities are 
                                based on prices obtained through brokers and 
                                independent pricing services.

Loans                           The fair value of loans was estimated for groups
                                of  similar  loans  based  on the  type of loan,
                                interest rate characteristics and maturity.  The
                                fair value of performing commercial,  commercial
                                real estate,  installment  loans and residential
                                mortgage  loans  was  estimated  by  discounting
                                expected  future cash flows using interest rates
                                currently  being  offered for loans with similar
                                terms to  borrowers of similar  credit  quality.
                                The  fair   value  of   nonaccruing   loans  was
                                estimated   by   determining   expected   future
                                principal cash flows, adjusted for credit risk.

Deposits                        The fair  value  of  demand  deposits,  savings,
                                money market and NOW  deposits and  certificates
                                of  deposits  having  variable   interest  rates
                                approximate their carrying value. The fair value
                                of   certificates   of   deposits   with   fixed
                                maturities  and interest  rates was estimated by
                                discounting expected future cash flows utilizing
                                interest  rates   currently   being  offered  on
                                deposits   with  similar   characteristics   and
                                maturities.

Short-term borrowings           The  carrying  amounts  reported  for short-term
                                borrowings approximate fair value.

NOTE 3 -- INVESTMENT SECURITIES

     There  were no  securities  of  issuers  whose  aggregate  carrying  amount
exceeded 10% of stockholders' equity at December 31, 1995.

     Securities  having an amortized  cost basis of $5,020,000 and $2,694,000 at
December 31, 1995 and 1994,  respectively  were pledged to secure treasury,  tax
and loan deposits and public deposits.

<PAGE>
                                      F-8

NOTE 4 -- INVESTMENTS IN SECURITIES HELD-TO-MATURITY

     Investments in securities held-to-maturity at December 31, 1995 are carried
at amortized cost on the balance sheet and are summarized as follows:

(amounts in thousands)

<TABLE>
<CAPTION>
                                                                        Gross             Gross
                                                Amortized Cost      Unrealized         Unrealized
                                                     Basis          Holding Gains     Holding Losses       Fair Value
                                      -------------------------------------------------------------------------------

Debt securities issued by...
<S>                                                <C>                  <C>                 <C>            <C>   
 ...the U.S. Treasury and other U.S.
   government agencies                             $5,501               $ 71                $12            $5,560

 ...states of the United States and
   political subdivisions of the states             1,565                 65                  1             1,629
                                      -------------------------------------------------------------------------------

                                                   $7,066               $136                $13            $7,189
                                     ================================================================================
</TABLE>

     Information  about  the  contractual  maturities  of  investments  in  debt
securities  classified as held-to-maturity at December 31, 1995 is summarized as
follows:

(amounts in thousands)

                                            Amortized Cost
                                                 Basis           Fair Value
                                        --------------------------------------
Due within one year                                  $1,500             $1,503
Due after one year through five years                 4,622              4,691
Due after five years through ten years                  697                726
Due after ten years                                     247                269
                                        --------------------------------------
                                                     $7,066             $7,189
                                        ======================================

     Investments in securities held-to-maturity at December 31, 1994 are carried
at amortized cost on the balance sheet and are summarized as follows:

(amounts in thousands)

<TABLE>
<CAPTION>
                                                               Gross             Gross
                                        Amortized Cost      Unrealized         Unrealized
                                            Basis          Holding Gains     Holding Losses       Fair Value
                                      ---------------------------------------------------------------------------
<S>                                         <C>                    <C>               <C>            <C>    
Debt securities issued by...
 ...the U.S. Treasury and other U.S.
   government agencies                      $10,886                $                 $242           $10,644
 ...states of the United States and
   political subdivisions of the states         856                 28                                  884
                                      ---------------------------------------------------------------------------
                                            $11,742                $28               $242           $11,528
                                      ===========================================================================
</TABLE>


NOTE 5 -- INVESTMENTS IN SECURITIES AVAILABLE-FOR-SALE

     Investments  in  available-for-sale  securities  at  December  31, 1995 are
carried at fair value on the balance sheet and are summarized as follows:

(amounts in thousands)
<TABLE>
<CAPTION>
                                                                                 Gross            Gross
                                                            Amortized Cost     Unrealized       Unrealized
                                                                Basis        Holding Gains    Holding Losses     Fair Value
                                                           -------------------------------------------------------------------
                                                           
<S>                                                            <C>                 <C>              <C>           <C>    
Marketable equity securities                                   $15,115              $93               $7          $15,201
Debt securities issued by...
 ...the U.S. Treasury and other U.S. government
   agencies                                                     38,483              275              203           38,555
 ...states of the United States and political subdivisions
   of the states                                                   251                                                251
Corporate debt securities                                        9,688                8               28            9,668
Mortgage-backed securities                                      11,256              159               27           11,388
                                                           ------------------------------------------------------------------
                                                               $74,793             $535             $265          $75,063
                                                           ==================================================================

     Information  about  the  contractual  maturities  of  investments  in  debt
securities  classified as  available-for-sale at December 31, 1995 is summarized
as follows:
</TABLE>

<TABLE>
<CAPTION>

(amounts in thousands)                                                     Amortized Cost Basis           Fair Value
                                                                         --------------------------------------------
Debt securities other than mortgage-backed securities:
<S>                                                                                 <C>                       <C>    
   Due within one year                                                              $11,540                   $11,534
   Due after one year through five years                                             32,435                    32,418
   Due after five years through ten years                                             4,447                     4,522
Mortgage-backed securities                                                           11,256                    11,388
                                                                         --------------------------------------------
                                                                                    $59,678                   $59,862
                                                                         ============================================
</TABLE>

<PAGE>
                                      F-9

     During 1995, proceeds from sales of available-for-sale  securities amounted
to $4,535,000.  Gross  realized  gains and gross realized  losses on those sales
amounted to $36,000 and $17,000, respectively.  During 1994, proceeds from sales
of  available-for-sale  securities amounted to $7,301,000.  Gross realized gains
and gross  realized  losses on those  sales  amounted  to $63,000  and  $63,000,
respectively.  During  1993,  proceeds  from  sales of  securities  amounted  to
$3,578,000.  Gross  realized  gains and  gross  realized  losses on those  sales
amounted to $181,000 and $4,000, respectively.

     Investments  in  available-for-sale  securities  at  December  31, 1994 are
carried at fair value on the balance sheet and are summarized as follows:

<TABLE>
<CAPTION>
(amounts in thousands)
                                                                                 Gross            Gross
                                                            Amortized Cost     Unrealized       Unrealized
                                                                Basis        Holding Gains    Holding Losses     Fair Value
                                                           -------------------------------------------------------------------
<S>                                                             <C>                  <C>           <C>             <C>   
Marketable equity securities                                     $2,120              $18               $8           $2,130
Debt securities issued by the U.S. Treasury and other
   U.S. government agencies                                      22,977                1              998           21,980
Debt securities issued by foreign governments                         5                                                  5
   Corporate debt securities                                      3,361                                85            3,276
Mortgage-backed securities                                        9,045               12              383            8,674
                                                           -------------------------------------------------------------------
                                                                $37,508              $31           $1,474          $36,065
                                                           ===================================================================
</TABLE>

NOTE 6 -- LOANS

<TABLE>
<CAPTION>
(amounts in thousands)

Loans consisted of the following at December 31,                          1995              1994
                                                                  ----------------------------------

<S>                                                                        <C>              <C>    
Commercial and financial; less unearned income of $266 and
   $70 in 1995 and 1994, respectively                                       $35,808          $27,033
Real estate construction                                                     12,942            1,883
Real estate mortgage; less unearned income of $365 and
   $268 in 1995 and 1994, respectively                                      165,904           91,245
Installment; less unearned income of $24 and
   $38 in 1995 and 1994, respectively                                         5,415           12,298
Other                                                                         2,166              165
                                                                  ----------------------------------
                                                                           $222,235         $132,624
                                                                  ==================================
</TABLE>

     Most of the Company's  business  activity is with customers  located within
the state.  There are no concentrations of credit to borrowers that have similar
economic  characteristics.  The  majority of the  Company's  loan  portfolio  is
comprised  of  loans  collateralized  by real  estate  located  in the  State of
Connecticut.

Nonaccrual Loans and Allowance for Possible Loan Losses

     At December  31, 1995 and 1994  nonaccrual  loans  totaled  $4,725,000  and
$2,975,000,  respectively.  Interest  income  related  to  nonaccrual  loans not
reflected in the  accompanying  financial  statements  amounted to approximately
$120,000  in  1995,  $194,000  in  1994  and  approximately  $193,000  in  1993.
Additionally,  loans in excess of ninety days past their  contractual  due dates
and  still  accruing  interest  at  December  31,  1995  and  1994  amounted  to
approximately $273,000 and $16,000, respectively.

Changes in the allowance for possible loan losses for the years ended December
31 were as follows:

(amounts in thousands)
                                              1995        1994        1993
                                              ----        ----        ----
Balance, beginning of year                  $2,564      $2,784      $3,197
Changes incident to merger, net              1,961
Provision charged to operations                700         530         764
Recoveries on loans previously charged-off     199         251          50
Loans charged-off                             (978)     (1,001)     (1,227)
                                             -----     -------     -------
Balance, end of year                        $4,446      $2,564      $2,784
                                            ======      ======      ======

Loans to Officers and Directors

     Loans to officers,  directors,  principal shareholders and their associates
of the  Company  aggregated  $6,971,000  at  December  31,  1995 as  compared to
$3,337,000 at December 31, 1994.  The  following  table  summarizes  the related
party loan activity for the year ended December 31, 1995:

(amounts in thousands)
Balance, beginning of year             $3,337
Changes incident to merger              2,908
Additions                               3,361
Repayments/sales                        2,635
                                        -----
Balance, end of year                   $6,971
                                       ======

As of December 31, 1995,  information about loans that meet the definition of an
impaired  loan in  Statement  of Financial  Accounting  Standards  No. 114 is as
follows:










(amounts in thousands)
<TABLE>
<CAPTION>
                                                                           Recorded           Related
                                                                          Allowance        Investment
                                                                        In Impaired        for Credit
                                                                              Loans            Losses
                                                                              -----            ------
<S>                                                                          <C>                 <C> 
Loans for which there is a related allowance for credit losses               $2,267              $634
Loans for which there is no related allowance for credit losses                 869                  
                                                                                ---                  
     Totals                                                                  $3,136              $634
                                                                             ======              ====
Average recorded investment in impaired loans during the year
     ended December 31, 1995                                                 $  870
                                                                             ======
Related amount of interest income recognized during the time, in the
     year ended December 31, 1995, that the loans were impaired
     Total recognized                                                            $1
                                                                                 ==
     Amount recognized using a cash-basis method of accounting                   $0
                                                                                 ==
</TABLE>

<PAGE>
                                      F-10

NOTE 7 -- PREMISES AND EQUIPMENT

     Premises and equipment at December 31, comprised the following:

(amounts in thousands)

                                                        1995               1994
                                                        ----               ----
Land                                                  $1,035             $1,035
Premises                                               5,877              4,906
Furniture and equipment                                3,042              2,537
Leasehold improvements                                   646                302
                                                         ---                ---
                                                      10,600              8,780
Accumulated depreciation and amortization             (3,640)            (3,173)
                                                     -------            -------
                                                      $6,960             $5,607
                                                     =======            =======

     Provisions for depreciation and amortization on premises and equipment were
$467,000, $397,000, and $372,000 for the years ended December 31, 1995, 1994 and
1993, respectively.

Noncancelable Leases

     The Company and its  subsidiaries  occupy certain premises and are provided
equipment under noncancelable  leases that are accounted for as operating leases
and that have  expiration  dates  through  2011.  These leases are renewable for
either three or five-year terms at the Company's  option.  Certain of the leases
contain  escalation clauses for additional rentals based upon increases in local
property  taxes and  inflationary  measures.  Rental  expense under these leases
aggregated  $197,000  in  1995,  $188,000  in 1994 and  $224,000  in 1993 and is
recorded in occupancy expenses.

     The aggregate  minimum rental  commitments under all leases at December 31,
1995 are $2,399,000 as indicated below:

(amounts in thousands)

          In Year...                          ...the minimum commitment is...
          ----------                          -------------------------------
            1996;                                            $  326
            1997;                                               263
            1998;                                               270
            1999;                                               270
            2000;                                               243
            and subsequent years,                             1,027
                                                              -----
            Total                                            $2,399
                                                             ======

     The Equity Bank leases its premises  from one of its  directors.  The lease
expires in 2004, with two five year renewal options.

NOTE 8 -- DEPOSITS

     As of December 31, 1995 and 1994,  outstanding  certificates  of deposit of
$100,000 or more were $19,222,000 and $8,559,000, respectively. Interest expense
incurred on such  deposits was  $1,076,000,  $278,000 and $469,000 for the years
ended  December  31, 1995,  1994 and 1993,  respectively.  NOW accounts  totaled
$29,527,000  and  $23,836,000  as of December  31, 1995 and 1994,  respectively.
Interest  expense  incurred on NOW accounts was $266,000,  $307,000 and $567,000
for the years ended December 31, 1995, 1994 and 1993, respectively.

NOTE 9 -- SHAREHOLDERS' EQUITY

Common Stock

     The Company is authorized to issue 10,000,000 shares of common stock, $0.10
par value.

     In 1994 an  offering of shares of common  stock of the Company  resulted in
the sale of 778,260 shares. These shares were purchased at the fair market value
which  was  determined  at the  time  to be  $8.00.  The  offering  resulted  in
additional  capital of $5,570,574 after deducting  expenses  associated with the
offering.

     On November 30, 1995,  the Company  acquired The Equity Bank which resulted
in the issuance of  1,003,617  shares of its common stock in exchange for all of
the  outstanding  common  shares (less 69,486 shares not exchanged by dissenting
shareholders).

Serial Preferred Stock

     The Company is authorized to issue 200,000 shares of serial preferred stock
in one or more  series  and to fix the  number of shares of each  series  and to
determine the rights and  privileges  of the shares of each series.  At December
31, 1995, no such shares have been issued.

Common Stock Options

     During  1993 the Board of  Directors  of the  Company  voted to grant stock
options to two executive  officers to purchase  34,000 shares of common stock at
$5.00 per share expiring on September 1, 1996. The granting of these options was
approved  by  shareholders  on April 12,  1994.  In January  1995,  the Board of
Directors  of the  Company  voted  to grant  stock  options  to three  executive
officers  to  purchase  30,000  shares of common  stock at $7.75 per share after
January 24, 1996 and prior to January 24, 1998.  The  granting of these  options
was approved by  shareholders on May 16, 1995. The following table reflects this
activity:
                                                  Number of Options
                                                  -----------------
                                         1995            1994            1993
                                       ------          ------          ------
Outstanding, beginning of year         34,000          34,000               0
Granted                                30,000                          34,000
                                       ------          ------          ------
Outstanding, end of year               64,000          34,000          34,000
                                       ======          ======          ======
Exercisable, end of year               34,000          34,000          34,000
                                       ======          ======          ======



                                                 Aggregate Option Price
                                                 ----------------------
                                         1995            1994            1993
                                     --------        --------        --------
Outstanding, beginning of year       $170,000        $170,000              $0
Granted                               232,500                         170,000
                                      -------                         -------
Outstanding, end of year             $402,500        $170,000        $170,000
                                     ========        ========        ========

NOTE 10 -- EMPLOYEE BENEFITS

     The Company and its subsidiaries  maintain defined  contribution  plans for
substantially all of its full-time employees.  The contributions under the plans
were $227,000, $86,000 and $131,000, for the years ended December 31, 1995, 1994
and 1993, respectively.

<PAGE>
                                      F-11

NOTE 11 -- INCOME TAXES

     As  discussed in Note 2,  effective  January 1, 1993,  the Company  adopted
Statement of Financial  Accounting  Standards  No. 109,  "Accounting  for Income
Taxes".

     The components of income tax provision are as follows:

(amounts in thousands)
Years ended December 31,                   1995          1994          1993
--------------------------------------------------------------------------------
Current:
Federal                                    $706          $112          (170)
State                                       270            45             8
                                           ----          ----          ----
                                            976           157          (162)
                                           ----          ----          ----
Deferred:
Federal                                     145           387           206
State                                        50           157            12
                                           ----          ----            --
                                            195           544           218
                                           ----          ----          ----
Change in valuation allowance              (186)          (36)              
                                           ----          ----          ----
        Total income tax provision         $985          $665          $ 56
                                           ====          ====          ====

     The following  reconciles  the income tax provision from the statutory rate
to the amount reported in the consolidated statements of income:

(amounts in thousands)
<TABLE>
<CAPTION>
Years ended December 31,                                           % of                    % of                    % of
                                                        1995     Income         1994     Income         1993     Income
-----------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>         <C>           <C>       <C>           <C>      <C>  
Federal income tax at statutory rate                  $1,008      34.0%         $601      34.0%         $81      34.0%
Increase (decrease) in tax resulting from:
     Tax-exempt income                                   (19)      (.6)          (14)      (.8)         (21)     (8.7)
     Surtax exemption                                                                                   (11)     (4.9)
     Dividends received deduction                        (49)     (1.7)          (15)      (.8)         (22)     (9.3)
     Alternative minimum tax                                                     (12)      (.7)          12       5.0
     Unallowable expenses                                 21        .7             7        .4            4       1.9
  Change in valuation allowance                         (187)     (6.3)          (36)     (2.0)
State tax, net of federal tax benefit                    211       7.1           134       7.5           13       5.6
                                                      ------       ---          ----      -----         ---      ----
                                                      $  985      33.2%         $665      37.6%         $56      23.6%
                                                      ======      =====         ====      =====         ===      =====
</TABLE>

     The major components of deferred income tax expense attributable to income
are as follows:

(amounts in thousands)
Years ended December 31,                    1995           1994           1993
--------------------------------------------------------------------------------
Other real estate valuation                 $118           $131           $146
Contribution carryover                         5              3             (7)
Fair value of loans available for sale                      (14)            14
Accrued expenses                            (104)
Other temporary differences                    5             43
Alternative minimum tax credit                              (12)           (48)
Operating loss carryover-state                                4             (4)
Deferred loan fees                            35             37            (60)
Provision for loan losses                     97            380            174
Accelerated depreciation                       9             12              3
Accrued interest nonperforming loans          30            (40)               
                                            ----           ----           ----
                                            $195           $544           $218
                                            ====           ====           ====

     At  December  31,  the  Company  had gross  deferred  tax  assets and gross
deferred tax liabilities as follows:

(amounts in thousands)

                                                                 1995      1994
--------------------------------------------------------------------------------
Deferred tax assets:
   Accrued interest nonperforming loans                         $  118     $80
   Accrued expenses                                                103
   Allowance for loan losses                                       876     475
   Loan origination fees                                           242     219
   Depreciation                                                     95      98
   Contribution carryover                                                   33
   Other real estate owned valuation                               192     115
   Net unrealized holding loss on available-for-sale securities            600
                                                                ------  ------
     Gross deferred tax asset                                    1,626   1,620
Valuation allowance                                               (684)   (871)
                                                                ------  ------
                                                                   942     749
Deferred tax liabilities:                                       ------  ------
  Other adjustments                                                (22)     (4)
  Net unrealized holding gain on available-for-sale securities    (112)       
                                                                ------  ------
     Gross deferred tax liability                                 (134)     (4)
                                                                ------  ------
  Net deferred tax asset                                        $  808  $  745
                                                                ======  ======

     At December 31, 1995, the Company had no operating loss  carryovers for tax
purposes.

     The deferred tax assets,  liabilities  and valuation  allowance at December
31, 1994 have been  adjusted to reflect  the  results of an  examination  of the
Company's  federal  income tax  returns of prior years by the  Internal  Revenue
Service.

     The net  deferred  tax asset at December  31, 1995  includes  approximately
$783,000 from the merger with The Equity Bank as of November 30, 1995.

<PAGE>
                                      F-12


NOTE 12 -- CONDENSED  FINANCIAL  INFORMATION OF NEW ENGLAND  COMMUNITY  BANCORP,
INC.

     The condensed balance sheets of New England Community Bancorp, Inc. (parent
company only) as of December 31, 1995 and 1994 and statements of income and cash
flows for each of the three years in the period ended December 31, 1995 follow:
<TABLE>
<CAPTION>
(amounts in thousands)                                                                  1995              1994
                                                                                        ----              ----
Balance Sheets
Assets:
<S>                                                                                  <C>               <C>    
     Investment in bank subsidiaries, at equity in net assets                        $25,510           $12,959
     Investments                                                                       4,919             5,500
     Cash                                                                                 58               122
     Other assets                                                                      1,010                  
                                                                                     -------           -------
                                                                                     $31,497           $18,581
                                                                                     =======           =======

Other liabilities                                                                     $1,017              $108
Shareholders' equity                                                                  30,480            18,473
                                                                                     -------           -------
                                                                                     $31,497           $18,581
                                                                                     =======           =======
</TABLE>
<TABLE>
<CAPTION>
Statements of Income
                                                                       1995             1994            1993
                                                                       ----             ----            ----
<S>                                                                  <C>              <C>               <C> 
Equity in undistributed net income of bank subsidiaries              $2,027           $1,097            $409
Interest income                                                         293               16
Income tax benefit (expense)                                             33               (4)
Other expense                                                          (373)              (6)                
                                                                     ------           ------            ----
Net income                                                           $1,980           $1,103            $409
                                                                     ======           ======            ====
Statements of Cash Flows
Operating activities:
Net income                                                           $1,980           $1,103            $409
Adjustments to reconcile net income
   to net cash provided by (used for) operating activities:
     Equity in undistributed net income of bank subsidiaries         (2,027)          (1,097)           (409)
     Net change in other liabilities                                    355
     Net change in other assets                                        (450)
     (Decrease) increase in taxes payable                              (101)               4                
                                                                     ------           ------            ----
     Net cash provided by (used for) operating activities              (243)              10                
                                                                     ------           ------            ----

Investing activities:
     Purchases of investment securities                                (235)          (5,500)
     Sales of investment securities                                     850                                 
                                                                     ------           ------            ----
     Net cash provided by (used for) investing activities               615           (5,500)                
                                                                     ------           ------            ----

Financing activities:
     Net proceeds from issuance of common stock                                        5,571
     Dividends paid                                                    (415)
     Cash paid in lieu of fractional shares in the merger of
        The Equity Bank                                                  (3)
     Costs of registering and issuing shares for the merger
        of The Equity Bank                                              (18)                          
                                                                     ------           ------            ----
     Net cash provided by (used for) financing activities              (436)           5,571             
                                                                     ------           ------            ----
Increase (decrease) in cash                                             (64)              81
Cash, beginning of year                                                 122               41              41
                                                                     ------           ------            ----
Cash, end of year                                                    $   58           $  122            $ 41
                                                                     ======           ======            ====
</TABLE>

NOTE 13 -- FINANCIAL INSTRUMENTS

     The Company is party to financial instruments with  off-balance-sheet  risk
to satisfy the financing  needs of its borrowers.  These  financial  instruments
include commitments to extend credit and standby letters of credit and financial
guarantees.  The Company does not anticipate any material  losses as a result of
these transactions.

     Commitments  to extend credit are  agreements to lend to a borrower as long
as  there is not a  violation  of any  condition  established  in the  contract.
Commitments  generally have fixed expiration dates or other termination  clauses
and may require  payment of a fee. Since many of the commitments are expected to
expire  without  being  drawn upon,  the total  commitments  do not  necessarily
represent  future cash  requirements.  The  Company  evaluates  each  borrower's
creditworthiness  on a case-by-case  basis using the same credit policies as for
on-balance-sheet  financial  instruments.  The amount of collateral obtained, if
deemed  necessary  upon  extension of credit,  is based on  Management's  credit
evaluation  of the  counterpart.  Collateral  held varies but may  include  real
estate,  accounts  receivable,  inventory,  property,  plant and  equipment  and
income-producing property.

     Standby  letters  of  credit  and  financial   guarantees  are  conditional
commitments issued by the Company's subsidiaries to guarantee the performance of
a borrower to a third party. The evaluations of creditworthiness,  consideration
of need for collateral and credit risk involved in issuing letters of credit are
essentially the same as that involved in extending loans to borrowers.

     Of the total standby  letters of credit  outstanding  at December 31, 1995,
$361,000 are secured by deposit accounts held with the Company's subsidiaries.

     The estimated fair values of the Company's  financial  instruments,  all of
which are held or issued for  purposes  other than  trading,  were as follows at
December 31:

<TABLE>
<CAPTION>

                                                                      1995                             1994
                                                                      ----                             ----
(amounts in thousands)                                    Carrying              Fair         Carrying              Fair
                                                           Amount               Value         Amount              Value
                                                           ------               -----         ------              -----
Financial assets:
<S>                                                        <C>               <C>              <C>               <C>    
     Cash and cash equivalents                             $23,625           $23,625          $27,716           $27,716
     Securities available-for-sale                          75,063            75,063           36,065            36,065
     Securities held-to-maturity                             7,066             7,189           11,742            11,528
     Federal Home Loan Bank stock                            1,176             1,176              810               810
     Loans                                                 217,789           218,516          130,060           129,037
     Accrued interest receivable                             2,538             2,538            1,502             1,502
     Interest-bearing time deposits with other banks         3,000             3,000               99                99
     Mortgages held-for-sale                                   788               788                -                 -

<PAGE>
                                      F-13


Financial liabilities:

     Deposits                                              307,161           308,164          196,872           197,075
     Short-term borrowings                                     540               540              800               800
</TABLE>

     The  carrying  amounts  of  financial  instruments  in the above  table are
included in the consolidated balance sheets under the individual captions.

Off-balance-sheet liabilities:

                                                           1995           1994
                                                           ----           ----
                                                       Notional       Notional
                                                         Amount         Amount
                                                         ------         ------
Commitments to extend credit                            $44,753        $20,511
Standby letters of credit and financial guaranties        1,715            754

     There  is no  material  difference  between  the  notional  amount  and the
estimated fair value of loan  commitments and unadvanced  portions of loans. The
fair value of letters of credit approximates the notional value.


NOTE 14 -- MERGER

     On November  30, 1995,  the Company  merged with The Equity Bank by issuing
1,003,617  shares  of the  Company's  common  stock in  exchange  for all of the
outstanding  common  shares (less  69,486  shares not  exchanged  by  dissenting
shareholders)  of The Equity Bank.  The value of the Company's  shares of common
stock  issued to effect  the  merger  and the  direct  costs of the  merger  was
$9,507,000.

     The  merger  has been  accounted  for as a  purchase,  and the  results  of
operations  for The Equity Bank since the date of the merger are included in the
consolidated  financial  statements.  Goodwill reflected by purchase  accounting
amounted  to $402,000  and is being  amortized  over  fourteen  (14) years.  The
estimated amount due to dissenting shareholders of The Equity Bank is $1,221,216
and is reflected in other  liabilities in the consolidated  balance sheet of the
Company as of December 31, 1995.  The  dissenting  shareholders  have  exercised
their rights to submit the value of their shares to arbitration. The arbitration
award could result in a different liability.

     The following summary,  prepared on an unaudited pro forma basis,  combines
the consolidated  results of operations as if The Equity Bank had been merged as
of the  beginning  of the periods  presented  and includes  purchase  accounting
adjustments (amounts in thousands).

                                                           1995          1994
                                                           ----          ----
Net interest income after provision for loan losses      $14,612      $12,877
Noninterest income                                         1,990        2,002
                                                           -----        -----
     Total                                                16,602       14,879
Noninterest expense                                       11,682       11,346
                                                          ------       ------
Income before income taxes                                 4,920        3,533
Income taxes                                               1,829        1,441
                                                           -----        -----
Net Income                                                $3,091       $2,092
                                                          ======       ======

     The pro forma results are not necessarily indicative of what actually would
have occurred if the merger had been in effect for the entire periods presented.
In addition,  they are not intended to be a projection of future  results and do
not reflect any synergies that might be achieved from combined operations.

NOTE 15 -- REGULATORY MATTERS

Agreement with Regulators

     In July 1992, the Federal Deposit Insurance  Corporation ("FDIC") conducted
a routine  periodic  examination  of the New England  Bank.  To address  certain
concerns of the FDIC  resulting from the  examination,  on February 22, 1993 the
Bank  agreed to consent to the FDIC's  issuing to the Bank an order to cease and
desist (the "Order") which became  effective on March 4, 1993.  Management  took
swift action to comply with all provisions of the  Order--which was subsequently
removed by the FDIC on April 14, 1994.

Restrictions on Dividends

     The  Company's   principal   assets  are  its   investments   in  its  bank
subsidiaries.   As  such,  the  Company's   ability  to  pay  dividends  to  its
shareholders  is largely  dependent on the ability of the Banks to pay dividends
to the Company.  The  declaration  of cash dividends is dependent on a number of
factors, including regulatory limitations,  and the Banks' operating results and
financial  conditions.  The  Stockholders  of the  Company  will be  entitled to
dividends only when, and if, declared by the Company's Board of Directors out of
funds legally available  therefore.  The declaration of future dividends will be
subject to favorable operating results, financial conditions, tax considerations
and other factors. The Federal Deposit Insurance Corporation regulations require
banks to maintain  certain  capital  ratios as noted  below which may  otherwise
restrict the ability of the Banks to pay dividends to the Company.

Minimum Capital Requirements

     Bank  regulators   have   established   Risk-Based  and  Leverage   Capital
requirements   that   establish  the  minimum   level  of  capital.   Under  the
requirements,  a minimum  level of capital will vary among banks based on safety
and soundness of operations. Along with the regulatory minimums, the table below
reflects actual  Risk-Based and Leverage  Capital ratios for the Company and its
subsidiaries at December 31, 1995:


                  Minimum Level   The Equity    New England          New England
                                        Bank           Bank    Community Bancorp
--------------------------------------------------------------------------------
Leverage               4%            8.22%         7.34%            11.89%
Tier 1 Risk-Based      4%           10.13%        10.42%            12.25%
Total Risk-Based       8%           11.38%        11.67%            13.49%
                                                                
     Under Federal Reserve regulation, the Company's subsidiaries are limited as
to the amount  they may lend or advance to the  Company,  unless  such loans and
advances are  collateralized by specific  obligations.  No advances were made to
the Company by either subsidiary at December 31, 1995 or 1994.

NOTE 16 --  BUSINESS COMBINATION AGREEMENT

     In an agreement  dated December 19, 1995, the Company and Manchester  State
Bank agreed to consummate a business combination transaction in which Manchester
State  Bank will  merge  with and into New  England  Bank & Trust  Company.  The
agreement  is subject to the  approval of  regulators  and the  shareholders  of
Manchester State Bank.

NOTE 17 --  RECLASSIFICATION

     Certain amounts in the prior years have been  reclassified to be consistent
with the current year's statement presentation.

<PAGE>
                                      -41-


ITEM 9.   CHANGES IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
          FINANCIAL DISCLOSURE

     During  the two most  recent  fiscal  years,  NECB has had no changes in or
disagreements  with its  independent  accountants  on  accounting  and financial
disclosure matters.


                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

                               MANAGEMENT OF NECB

                        DIRECTORS AND EXECUTIVE OFFICERS
                                     OF NECB

     The  following  table  sets  forth  the name and age of each  Director  and
Executive Officer,  his/her principal occupation for the last five years and the
year in which  he/she was first  elected as a Director or appointed an Executive
Officer of NECB, NEBT or EQBK.


                                   Positions                   Director or
                                   and Principal               Executive Officer
                           Age     Occupation (1)              Of NECB Since:
                           ---     --------------              --------------

Tadeus J. Buczkowski       (69)    Loss Control                       1986
                                   Director (Retired)
                                   Hartford Insurance
                                   Group

John C. Carmon             (48)    President, Carmon                  1985
                                   Funeral Homes, Inc.

John A. Coccomo, Sr.       (69)    Secretary of NECB;                 1985
                                   Manager John A.
                                   Coccomo Associates, LLC
                                   (Real Estate,
                                   Construction and
                                   Land Development)

George A. Colli, Jr.       (67)    Assistant Secretary                1986
                                   of NECB;
                                   President, Colli-
                                   Wagner (Real Estate)


<PAGE>
                                      -42-

                                   Positions                   Director or
                                   and Principal               Executive Officer
                           Age     Occupation (1)              Of NECB Since:
                           ---     --------------              --------------

Gary J. DeNino             (41)    President of IMSCO,                1995
                                   Inc., a domestic market
                                   representative of
                                   international products
                                   since 1982

Frank A. Falvo             (53)    Executive Vice                     1995
                                   President of NECB
                                   since December, 1995
                                   and President and Chief
                                   Executive Officer of
                                   EQBK since
                                   its formation

Dominic J. Ferraina        (63)    Chairman of the                    1986
                                   Boards of NECB and
                                   NEBT; Attorney

Donat A. Fournier          (47)    Vice President,                    1993
                                   Senior Lending
                                   Officer of NECB;
                                   Executive Vice
                                   President of NEBT(2)

Charles D. Gersten         (72)    Attorney and founding              1995
                                   partner of Gersten &
                                   Clifford

John R. Harvey             (48)    Certified Public                   1995
                                   Accountant and
                                   Partner in Harvey
                                   & Horowitz, P.C.

Anson C. Hall              (58)    Vice President,                    1993
                                   Chief Financial
                                   Officer and
                                   Treasurer of NECB and
                                   Senior Vice President
                                   of NEBT(3)


<PAGE>
                                      -43-


                                   Positions                   Director or
                                   and Principal               Executive Officer
                           Age     Occupation (1)              Of NECB Since:
                           ---     --------------              --------------
David A. Lentini           (49)    President and                      1993
                                   Chief Executive
                                   Officer of NECB
                                   and NEBT(4)

Angelina J. McGillivray    (45)    President,                         1993
                                   Coccomo Associates
                                   Realtors, Inc.

Edward J. Szewczyk         (66)    President,                         1985
                                   Southwood
                                   Pharmacy, Inc.

1.   All the  Directors  and  Executive  Officers  have  been  engaged  in their
     respective occupations for more than five years unless otherwise indicated.

2.   In June,  1993,  the Board of Directors  appointed Mr. Donat A. Fournier to
     serve as Executive Vice President and Chief Lending  Officer of NEBT.  NEBT
     entered into an employment  agreement with Mr.  Fournier in August of 1994,
     for a  period  of two  years.  Prior  to his  appointment  by the  Board of
     Directors,   Mr.  Fournier  served  as  Chief  Operations  Officer,  Senior
     Executive  Vice  President  and Corporate  Secretary of Eastland  Financial
     Corporation in Woonsocket,  Rhode Island.  Mr. Fournier does not serve as a
     director of NECB.

3.   In June, 1993, the Board of Directors  appointed Mr. Anson C. Hall to serve
     as  Treasurer  of NECB and as Senior  Vice  President  and Chief  Financial
     Officer of NEBT. NEBT entered into an employment agreement with Mr. Hall in
     August of 1994,  for a period of two years.  Between  August  1992 and June
     1993,  Mr.  Hall  owned and  operated a  business,  Bestway  Management,  a
     management  consulting  firm serving small banks and  businesses.  Prior to
     that  time,  Mr.  Hall  served  as Senior  Vice  President,  Treasurer  and
     Controller of Fleet Bank, N.A., Hartford,  Connecticut until 1992. Mr. Hall
     does not serve as a director of NECB.

4.   Mr. Lentini was appointed to serve as President and Chief Executive Officer
     of NEBT and NECB in May,  1993.  NEBT entered into an employment  agreement
     with Mr.  Lentini  in August  of 1994,  for a term of two  years.  Prior to
     joining NEBT and NECB, Mr. Lentini served as President and Chief  Executive
     Officer of the Connecticut Bank of Commerce,  Woodbridge,  Connecticut from
     September,  1992 through May, 1993. Mr. Lentini was employed by the Bank of
     South Windsor as President and Chief Executive Officer from December,  1987
     until September, 1992.

COMPLIANCE WITH FILINGS PURSUANT TO SECTION 16(a) OF THE SECURITIES AND EXCHANGE
ACT

     Section  16(a)  of the  Securities  Exchange  Act of 1934  requires  NECB's
Directors,  Executive  Officers,  and  persons  who own more  than 10% of NECB's
Common Stock,  to file with the Securities and Exchange  Commission  (the "SEC")
and the NASDAQ  National  Market  System  reports of  ownership  and  changes in
ownership of Common Stock of NECB.  Executive  Officers,  Directors  and greater
than 10%  shareholders  are required by  regulations  of the SEC to furnish NECB
with copies of all Section 16(a) forms they file.


<PAGE>
                                      -44-


     Based solely on review of the copies of such  reports  furnished to NECB or
written representations that no other reports were required, NECB believes that,
during the 1995 fiscal year, all filing requirements applicable to its Executive
Officers,  Directors and greater than 10%  beneficial  owners were complied with
except that Mr. Colli filed one late report disclosing one transaction.

ITEM 11.  EXECUTIVE COMPENSATION

     The following table provides certain information regarding the compensation
paid to the Executive  Officers (the "Executive  Officers") of NECB for services
rendered in capacities  to NECB and NEBT during the fiscal years ended  December
31, 1995,  1994 and 1993. All  compensation,  was paid by NEBT. No other current
executive officer of NECB received cash compensation in excess of $100,000.


<TABLE>
<CAPTION>
                                                     SUMMARY COMPEMNSATION TABLE
                                                       Long Term Compensation
------------------------------------------------------------------------------------------------------------------------
                     Annual Compensation                        Awards                  Payouts

                                                                Restricted
                                                 Other Annual   Stock       Options/
Name and Principal                               Compensation   Award(s)    SARs         LTIP            All Other
    Position         Year   Salary($)    Bonus($)     ($)          ($)        (#)        Payouts($)      Compensation($)
------------------------------------------------------------------------------------------------------------------------

<S>                  <C>   <C>           <C>                               <C>                           <C>       
David A. Lentini     1995  $140,000(1)   $13,500                           15,000                        $22,837(2)
President, Chief     1994   135,000(1)                                     20,000                         17,647(4)
Executive Officer    1993    83,082(3)                                                                     6,055(5)
of NECB;
President, Chief
Executive Officer
of NEBT

Donat A. Fournier    1995  $ 95,000(6)   $10,500                           10,000                        $17,138(7)
Vice President,      1994    93,484(6)                                     14,000                          8,062
Senior Lending       1993    58,876(8)                                                                       357
Officer of NECB;
Executive Vice President
of NEBT

Frank A. Falvo       1995  $125,000(9)   $12,325
Executive Vice
President of
NECB; President
and Chief Executive
Officer of EQBK

Barry R. Loucks      1993  $209,990(10)                                                                  $12,085(11)
Former Chairman,
President, Chief
Executive Officer
of NECB;
Former Chairman
and Chief Executive
Officer of
NEBT

Raymond G. Halsted   1993  $105,721(12)                                                                  $12,603(13)
Former Senior Vice
President of
NECB; Former
President of NEBT

</TABLE>

<PAGE>
                                      -45-


--------------------------------------------------------------------------------

1.   NEBT entered into an  employment  agreement  with Mr.  Lentini in August of
     1994 for a term of two (2) years with  automatic  renewal  provisions.  See
     "Employment Agreements."
2.   NEBT  provides Mr.  Lentini with the use of an  automobile  and the typical
     costs associated therewith. The total dollar value of this benefit amounted
     to $2,116 in 1995. Pursuant to his Employment  Agreement,  NEBT paid $6,100
     which is the dollar value of  disability  insurance  premiums  paid for the
     benefit of Mr. Lentini.  Additionally,  NEBT  contributed  $9,000 to NEBT's
     Defined Contribution Pension Plan for the benefit of Mr. Lentini.
3.   Mr. Lentini joined NEBT in May, 1993.
4.   NEBT  provided Mr.  Lentini with the use of an  automobile  and the typical
     costs associated therewith. The total dollar value of this benefit amounted
     to $2,116 in 1994. Pursuant to his employment  agreement,  NEBT paid $5,959
     which is the dollar value of  disability  insurance  premiums  paid for the
     benefit of Mr.  Lentini.  NEBT paid $870 which is the dollar value of group
     life  insurance  and $423 which is the dollar value of  insurance  premiums
     paid by NEBT with  respect to term life  insurance  for the  benefit of Mr.
     Lentini.   Additionally,   NEBT   contributed   $8,279  to  NEBT's  Defined
     Contribution Pension Plan for the benefit of Mr. Lentini.
5.   NEBT  provided Mr.  Lentini with the use of an  automobile  and the typical
     costs associated therewith. The total dollar value of this benefit amounted
     to $1,261 in 1993. Pursuant to his Employment  Agreement,  NEBT paid $4,362
     to  Mr.  Lentini  which  represented  the  amount  which  NEBT  would  have
     contributed to its Defined  Contribution Pension Plan if he was eligible to
     participate  therein.  Additionally,  the aggregate amount set forth in the
     above table includes $432, which is the dollar value of insurance  premiums
     paid by NEBT with  respect to term life  insurance  for the  benefit of Mr.
     Lentini.
6.   NEBT entered into an Employment  Agreement  with Mr.  Fournier in August of
     1994 for a term of two (2) years with  automatic  renewal  provisions.  See
     "Employment Agreements."
7.   NEBT provides Mr.  Fournier  with the use of an automobile  and the typical
     costs associated therewith. The total dollar value of this benefit amounted
     to $5,987 in 1995. Additionally,  NEBT contributed $6,728 to NEBT's Defined
     Contribution Pension Plan for the benefit of Mr. Fournier.
8.   Mr. Fournier joined NEBT in May, 1993.
9.   EQBK entered into an employment  agreement with Mr. Falvo for a term of two
     (2) years. See "Employment Agreements."
10.  In March 1993,  Mr. Loucks  resigned from his senior  management  positions
     with  NECB and NEBT.  He  entered  into a  severance  agreement.  Under the
     agreement  with Mr.  Loucks,  Mr.  Loucks  received a severance  payment of
     $139,000 which sum approximated his 1992 compensation.  Mr. Loucks received
     health,  life and  disability  benefits  under NEBT's benefit plans for one
     year following his resignation.
11.  Pursuant to the Severance Agreement between Mr. Loucks,  respectively,  Mr.
     Loucks received the automobile which he utilized while employed by NECB and
     NEBT. The total dollar value of this benefit was $11,338. Additionally, the
     aggregate  amount set forth in the above table includes $747,  which is the
     dollar value of insurance  premiums  paid by NEBT with respect to term life
     insurance for the benefit of Mr. Loucks.
12.  In March 1993, Mr.  Halsted  resigned from his senior  management  position
     with  NECB and NEBT.  He  entered  into a  severance  agreement.  Under the
     agreement, Mr. Halsted received a severance payment of $66,000. Mr. Halsted
     received  health,  life and disability  benefits under NEBT's benefit plans
     for 32 weeks following his resignation.
13.  Pursuant to the Severance  Agreement,  Mr. Halsted  received the automobile
     which he utilized  while  employed by NECB and NEBT. The total dollar value
     of the benefit was  $11,933.  The  aggregate  amount set forth in the above
     table includes  $670,  the dollar value of insurance  premiums paid by NEBT
     with respect to term life insurance for the benefit of Mr. Halsted.

PENSION PLAN

     A defined  contribution  pension plan  covering  all eligible  employees of
NECB's subsidiary, NEBT, calls for an annual contribution of 6% of an employee's
annual  compensation.  Full-time  employees  of NEBT who are 21 years of age and
have  completed six months of continuous  service are eligible to participate in
the defined contribution pension plan.  Employee's interest in the contributions
under the defined contribution pension plan vest on a schedule of three to seven
years with three years being 20% vested and seven years being 100%  vested.  The
total contributions made during 1995 amounted to $227,000.

     Effective  January  1, 1991,  EQBK  adopted a 401 K plan (the  "Plan")  for
employees  of EQBK.  The Plan is  intended to comply  with the  requirements  of
Section  401(k) of the Internal  Revenue Code and in all material  respects with
the Employee Retirement Income Securities Act of 1974 (ERISA).

     Employees  become  eligible  to  participate  in the Plan after one year of
employment.  Employees  may  elect  to  contribute  up to 20% of  their  monthly
earnings to the Plan. EQBK will contribute to each employee's account 50% of the
amount of the  employee's  elective  contribution  up to a maximum of 6% of such
employee's  earnings.  EQBK has the option at the end of the Plan year (December
31) to make  additional  contributions  to each  employee's  account  of up to a
maximum of the amount of the employee's  aggregate  elective  contribution.  The
total contributions made during 1995 amounted to $20,900.


<PAGE>
                                      -46-


     Participating employees become fully vested in EQBK's matching contribution
after completing six years of service.  All contributions by employees are fully
vested when made. All amounts  contributed are invested in a Flexible Investment
Annuity contract with Principal Mutual Life Insurance Company.

INSURANCE

     In  addition to the cash  compensation  paid to the  Executive  Officers of
NECB,  NEBT  and  EQBK  the  Executive  Officers  receive  group  life,  health,
hospitalization and medical  reimbursement  insurance coverage.  However,  these
plans do not discriminate in scope, terms, or operation, in favor of officers or
Directors of NECB,  NEBT and EQBK and are  available  generally to all full-time
employees.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

     With the  exception of the  individuals  set forth in the table  below,  no
other executive officer of NECB was granted options to purchase shares of common
stock in 1995. All shares purchased upon the exercise of any option must be paid
in full at the time of purchase.

<TABLE>
<CAPTION>
                                                         Individual Grants
                    Number of      Percent of
                    Securities     Total Options/                 Fair Market
                    Underlying     SARs Granted     Exercise of   Value on
                    Option/SARs    to Employees     Base Price    date of     Date of     Date of    Expiration
Name(1)             Granted (#)    In Fiscal Year     (S/sh)      Grant       Grant(2)    Exercise   Date
-------------------------------------------------------------------------------------------------------------------------

<S>                 <C>              <C>              <C>          <C>        <C>         <C>        <C>  
David Lentini       15,000            50.0%           $7.75        $ 7.50     1/24/95     1/24/96    1/24/98
President and
Chief Executive
Officer, NECB
and NEBT

Donat A. Fournier   10,000            33.3%           $7.75        $ 7.50     1/24/95     1/24/96    1/24/98
Executive Vice
President, Chief
Lending Officer,
NEBT

Anson C. Hall        5,000            16.6%            $7.75       $ 7.50     1/24/95     1/24/96   1/24/98
Senior Vice
President and Chief
Financial Officer
of NEBT and
Treasurer of NECB

Executive Group                      100.0%
</TABLE>

----------

1.   Table does not include references to grant of stock options by the Board of
     Directors to Messrs.  Lentini,  Fournier,  Hall, Falvo and Veilleux because
     such options were granted January 31, 1996 subject to shareholder  approval
     of the 1996 Incentive  Non-Qualified  Compensatory Stock Option Plan at the
     May 21, 1996  Annual  Meeting of  Shareholders  of NECB.  At that  meeting,
     shareholders  will vote on a  proposal  to  approve  the  Board's  grant of
     options to purchase 40,000 shares of NECB Common Stock to David A. Lentini,
     30,000 shares of NECB Common Stock to Donat A.  Fournier,  30,000 shares of
     NECB Common Stock to Anson C. Hall,  30,000  shares of NECB Common Stock to
     Frank A. Falvo and 10,000 shares of NECB Common Stock to Leo Veilleux.  The
     stock  options  are  exercisable  in five  (5)  equal  annual  installments
     commencing in 1997, at the price of $10.25 per share.
2.   The grant of options by the Board of Directors  was subject to and received
     shareholder approval.

<PAGE>
                                      -47-


AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES

     The table below sets forth  information  regarding  stock options that were
exercised,  if any, during the last fiscal year, and  unexercised  stock options
held by Executive Officers of NECB and NEBT:

<TABLE>
<CAPTION>
                                                          Number of       Value of Unexercised
                                                          Unexercised       In-the-Money
                     Shares Acquired    Value Realized    Options/SARs      Options/SARS
  Name               On Exercise(#)        ($)            At Fy-end(#)      At Fy-end($)
----------------------------------------------------------------------------------------------
<S>                        <C>               <C>            <C>               <C>     
David A. Lentini          -0-               -0-             20,000(1)         $105,000
                          -0-               -0-             15,000(2)           37,500

Donat A. Fournier         -0-               -0-             14,000(1)         $ 73,500
                          -0-               -0-             10,000(2)           25,000

Anson C. Hall             -0-               -0-              5,000(2)         $ 12,500
</TABLE>

----------
1.   As of December  31,  1995,  the market  value of the NECB Common  Stock was
     approximately  $10.25  per  share.  As the  option  exercise  price for the
     options previously granted to Messrs.  Lentini and Fournier in 1993, equals
     $5.00 which amount is less than $10.25 per share at December 31, 1995,  the
     options   were   "In-the-Money"   on  December   31,   1995.   Options  are
     "In-the-Money"  if the  fair  market  value  of the  underlying  securities
     exceeds the exercise price of the Option.
2.   The option  exercise  price for the  options  granted  to Messrs.  Lentini,
     Fournier  and Hall in 1995 equals  $7.75,  which amount is less than $10.25
     per share at December  31,  1995.  Accordingly,  the options  were  "In-the
     Money" on December 31, 1995.

DIRECTORS' FEES

     During 1995,  Directors  received $100 for each NECB Board Meeting attended
and  $75 for  each  NECB  Committee  meeting  attended.  Officers  who are  also
Directors received no additional compensation for their services as Directors.

EMPLOYMENT AGREEMENTS

     NEBT entered into employment agreements with Messrs. Lentini,  Fournier and
Hall  in  August,  1994.  A  description  of the  terms  and  conditions  of the
employment  agreements  with those  executive  officers whose cash  compensation
exceeds $100,000 are set forth below:

     Mr. David A. Lentini's  Employment Agreement provides for his employment as
President and Chief Executive Officer until July 30, 1997, unless the employment
agreement is extended by mutual  agreement.  In connection  with his employment,
NEBT paid to Mr. Lentini an annual salary of $140,000 per year through  December
31, 1995. Additionally, NEBT provides Mr. Lentini with the use of an automobile.

     Pursuant to the employment agreement, Mr. Lentini is able to participate in
NEBT's standard health,  accidental death.  Additionally,  NEBT has provided Mr.
Lentini with life  insurance  coverage on his life in an amount which is no less
than four times his annual base salary.


<PAGE>
                                      -48-


     The employment  agreement also provides that the Board of Directors of NEBT
may pay an incentive bonus to Mr. Lentini at their own option, and the amount of
such bonus is  discretionary  and will be  determined by the Board of Directors.
The  Board  of  Directors  has  indicated  that  it  will  consider   noteworthy
contributions  to the success of NECB and success in achieving or exceeding  net
income  objectives  which the Board may from time to time establish or which may
be set forth in financial plans adopted by the Board of Directors.

     Mr. Donat A.  Fournier's  Agreement  provides for his employment by NEBT as
its Executive  Vice  President  and Chief  Lending  Officer until July 30, 1997,
unless the employment  agreement is extended by mutual agreement.  In connection
with his  employment,  NEBT paid to Mr. Fournier an annual salary of $95,000 per
year  through  December 31,  1995.  Additionally,  NEBT has agreed to supply Mr.
Fournier with the use of an automobile.

     Pursuant to the employment  agreement,  Mr. Fournier is able to participate
in NEBT's standard health, accidental death.

     The employment  agreement also provides that the Board of Directors of NEBT
may pay an incentive bonus to Mr.  Fournier at their own option,  and the amount
of such bonus is discretionary and will be determined by the Board of Directors.
The  Board  of  Directors  has  indicated  that  it  will  consider   noteworthy
contributions  to the success of NECB and success in achieving or exceeding  net
income  objectives  which the Board may from time to time establish or which may
be set forth in financial plans adopted by the Board of Directors.

     On September 1, 1989, Frank A. Falvo, President and Chief Executive Officer
of EQBK, signed an employment agreement approved by the Board of Directors which
became effective on March 15, 1990.

     The  employment  agreement  was  written  for  a  two  (2)  year  term  and
automatically  renews each year unless  written notice is given by either party.
If notice is given,  then the agreement will terminate one (1) year later on the
anniversary  of the  commencement  date next  following  the  commencement  date
anniversary  with  respect to which such  notice  was given.  If Mr.  Falvo dies
during the employment  period,  his estate  receives all arrearage of salary and
expenses,  six  months'  salary,  and a pro  rata  share  of any  other  accrued
benefits.  If Mr. Falvo is terminated  for cause,  as defined in the  employment
agreement,  he will  receive only his salary and other  amounts  which have been
earned but are unpaid on the date of termination.


<PAGE>
                                      -49-


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

                 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

     The  following  table  includes  certain  information  as of March 15, 1996
regarding the principal  shareholders  ("Principal  Shareholders") of NECB. With
the exception of the Principal  Shareholders  listed below, NECB is not aware of
any beneficial owner of five percent (5%) or more of NECB's Common Stock.

Name and                    Amount of
Address of                  Shares Beneficially        Percentage
Beneficial Owners           Owned (1)                  Of Class
-----------------           ---------                  --------

John A. Coccomo, Sr.        184,082 (2)                  6.0%
130 West Street
Windsor, CT 06095

John Hancock Advisers,      165,000 (3)                  5.3%
Inc.
101 Huntington Avenue
Boston, MA  02119

Angelina J. McGillivray     173,102 (4)                  5.6%
195 Ethan Drive
Windsor, CT 06095
---------
1.   Percentages  are  based  upon the  3,084,309  shares of NECB  Common  Stock
     outstanding on March 15, 1996.  The  definition of a beneficial  owner of a
     security  includes  any person  who,  directly or  indirectly,  through any
     contract,  arrangement,  understanding,  relationship  or otherwise  has or
     shares voting power or investment power with respect to such security.
2.   Includes  42,012  shares  (1.36%)  owned  by  the  John  A.  Coccomo,  Sr.,
     Foundation for the Blind,  Inc., a charitable trust of which Mr. Coccomo is
     a trustee, ownership of which shares has been disclaimed by Mr. Coccomo.
3.   Based on filings  made  pursuant to the  Securities  Exchange  Act of 1934,
     which  indicate  that John Hancock  Advisers,  Inc.  has direct  beneficial
     ownership   of   165,000   shares   of   Common   Stock.    Through   their
     parent-subsidiary relationship to John Hancock Advisers, Inc., John Hancock
     Mutual Life  Insurance  Company,  John Hancock  Subsidiaries,  Inc. and the
     Berkeley  Financial Group have indirect  ownership of the same shares.  The
     shares  are held by the John  Hancock  Bank & Thrift  Opportunity  Fund,  a
     closed-end  diversified  management  company  registered  under ss.8 of the
     Investment Company Act. John Hancock Advisers has the sole power to vote or
     to direct the vote and sole  power to dispose or to direct the  disposition
     of the 165,000 shares of the Common Stock under an advisory  agreement with
     the John Hancock Bank & Thrift Opportunity Fund, dated July 24, 1994.
4.   Includes  42,012  shares  (1.36%)  owned  by  the  John  A.  Coccomo,  Sr.,
     Foundation  for  the  Blind,   Inc.,  a  charitable  trust  of  which  Mrs.
     McGillivray is a trustee,  ownership of which shares has been disclaimed by
     Mrs. McGillivray.


<PAGE>
                                      -50-


                 SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT

     The  following  table  includes  certain  information  as of March 15, 1996
regarding the Directors and Executive Officers of NECB.

                                             Shares of Common Stock
                                             Beneficially Owned as
                                             Of March 15, 1996 (1)
                                             ---------------------
Name
----
Tadeus J. Buczkowski......................    17,788   (0.6%) (2)
John C. Carmon............................    18,240   (0.6%) (2)
John A. Coccomo, Sr.......................   184,082   (6.0%) (3)(8)
George A. Colli, Jr.......................    58,025   (1.9%) (4)
Gary J. DeNino............................    38,712   (1.3%) (2)
Frank Falvo...............................    13,034   (0.4%)
Dominic J. Ferraina.......................    17,500   (0.6%) (2)(5)
Donat A. Fournier.........................    28,656   (0.9%) (5)(6)
Charles D. Gersten........................   100,525   (3.3%) (2)
Anson C. Hall.............................     6,486   (0.2%) (2)(9)
John R. Harvey............................    13,786   (0.4%) (2)
David A. Lentini..........................    43,100   (1.4%) (2)(5)(7)
Angelina J. McGillivray...................   173,102   (5.6%) (8)
Edward J. Szewczyk........................    12,242   (0.4%) (2)
                                             -------
All Directors and Executive Officers
  as a Group (14 persons) ................   688,549  (22.3%) (10)
                                             =======

----------

1.   Percentages  are  based  upon the  3,084,309  shares of NECB  Common  Stock
     outstanding on March 15, 1996. The definition of beneficial  owner includes
     any person who, directly or indirectly,  through any contract or agreement,
     understanding,  relationship  or  otherwise  has or shares  voting power or
     investment power with respect to such security.
2.   Includes  shares  owned by,  or as to which  voting  power is shared  with,
     spouse, children or controlled business.
3.   Includes  42,012  shares of NECB Common Stock  (1.36%) owned by the John A.
     Coccomo,  Sr.,  Foundation for the Blind, Inc., a charitable trust of which
     Mr. Coccomo is a Trustee,  ownership of which shares has been disclaimed by
     Mr. Coccomo.
4.   Does not include  35,280  shares of NECB Common Stock  (1.14%) owned by Mr.
     Colli's family members, ownership of which shares Mr. Colli has disclaimed.
5.   Includes  2,500  shares of NECB  Common  Stock  (0.8%) in the NEBT  defined
     contribution pension plan over which Messrs. Lentini, Ferraina and Fournier
     share  voting  power as  Trustees.  Such shares  have been  included in the
     beneficial  ownerships  of  each  respective  director,  and in  the  total
     beneficial ownership of Directors and Executive Officers as a group.
6.   Includes  options to purchase  14,000  shares of NECB Common Stock at $5.00
     per share and options to  purchase  10,000  shares of NECB Common  Stock at
     $7.75 per share exercisable within 60 days.
7.   Includes  options to purchase  20,000  shares of NECB Common Stock at $5.00
     per share and options to  purchase  15,000  shares of NECB Common  Stock at
     $7.75 per share exercisable within 60 days.
8.   Includes  42,012  shares of NECB Common Stock  (1.36%) owned by the John A.
     Coccomo,  Sr.,  Foundation for the Blind, Inc., a charitable trust of which
     Mrs.  McGillivray  is  a  Trustee,  ownership  of  which  shares  has  been
     disclaimed  by Mrs.  McGillivray.  Such shares have been  included in total
     beneficial  ownership of Directors and Executive Officers as a group and in
     the  beneficial  ownership of Director  Coccomo,  who also  disclaims  such
     beneficial ownership.
9.   Includes options to purchase 5,000 shares of NECB Common Stock at $7.75 per
     share exercisable within 60 days.
10.  Includes all  outstanding  shares of NECB Common Stock and options owned or
     controlled by Directors as of the Record Date. The shares owned by the John
     A.  Coccomo,  Sr.  Foundation  for the Blind,  Inc. and by the NEBT defined
     contribution  pension plan have been counted only once in  determining  the
     total shares beneficially owned by all Directors of NECB as a group.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED MATTERS

     Some of the  directors and  executive  officers of NECB,  NEBT and EQBK and
companies or  organizations  with which they are  associated,  have had, and may
have in the  future,  banking  transactions  with NEBT and EQBK in the  ordinary
course of NEBT's and EQBK's business. All such loans are currently performing in
accordance with their terms.  Total loans to directors and executive officers of
NECB,  NEBT and EQBK and  associates  of such  executive  officers and directors
outstanding during the past three years were as follows:


<PAGE>
                                      -51-


 Date                    Total Indebtedness Outstanding
 ----                    ------------------------------

December 31, 1995                   $6,971,000
December 31, 1994                   $3,337,000
December 31, 1993                   $2,465,000

     Federal  banking  laws  and  regulations  limit  the  aggregate  amount  of
indebtedness which banks may extend to bank insiders.  Pursuant to such laws and
regulations,  NEBT and EQBK may extend credit to executive officers,  Directors,
principal shareholders or any related interest of such persons, if the extension
of credit to such persons is in an amount that,  when aggregated with the amount
of all  outstanding  extensions of credit to such  individuals,  does not exceed
NEBT's and EQBK's unimpaired capital and unimpaired  surplus. As of December 31,
1995, 1994 and 1993 the aggregate amount of extensions of credit to insiders was
well below this limit.

     NEBT  and  EQBK  have  had,  and  expect  to  have in the  future,  banking
transactions in the ordinary  course of its business with  Directors,  executive
officers,  principal  shareholders  and  their  associates,  on the same  terms,
including  interest  rates and collateral on loans,  as those  prevailing at the
same time for  comparable  transactions  with  others  and, on terms that do not
involve more than the normal risk of collectibility or present other unfavorable
features.

     During  1995,  NEBT paid fees of $23,400  for  certain  legal  services  to
Dominic J. Ferraina, Chairman of the Boards of NECB and NEBT.

     Charles D. Gersten,  Trustee, a director of NECB and EQBK, is the lessor of
the  property  leased  by  EQBK  at  1160  Silas  Deane  Highway,  Wethersfield,
Connecticut.  EQBK's lease, which commenced in 1989,  provides that space in the
building  will be leased  for ten years with three  five-year  renewal  options.
Beginning in 1994,  until the end of the term of the lease,  the rent is subject
to an annual  increase equal to one-half of the  prevailing  cost of living rate
adjustment. Rent expense under this lease amounted to $183,600 during 1995. EQBK
considers  the lease to have been  written on terms  comparable  to the  general
market at the time the lease was entered  into and to have terms and  conditions
as would have been negotiated with an outside party.

<PAGE>
                                      -52-


                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) The following documents are filed as part of this report on Form 10-K.


1. Financial Statements:

    The financial statement filed as part of this report are listed in the index
    appearing at Item 8.

2. Financial Statement Schedules:

    Such schedules are omitted because they are  inapplicable or the information
    is included in the consolidated financial statements or notes thereto.

3. Exhibits Required by Item 601 of Regulation S-K:

    Exhibit No.

    2.1 Plan and  Agreement  of  Reorganization,  dated as of December 19, 1995,
    among Manchester  State Bank, New England  Community  Bancorp,  Inc. and New
    England Bank and Trust Company was filed on January 11, 1996 as Exhibit 2 to
    New England  Community  Bancorp,  Inc.'s  current  Report on Form 8-K and is
    incorporated herein by reference.

    3.1  Amended  and  Restated  Certificate  of  Incorporation  of New  England
    Community  Bancorp,  Inc.  was filed on June 20,  1995 as Exhibit 3.1 to New
    England  Community  Bancorp,  Inc.'s  Registration  Statement  on  Form  S-4
    (No.33-93640) and is incorporated herein by reference.

    3.2 Amended and Restated Bylaws of New England Community  Bancorp,  Inc. was
    filed on March 31,  1995 as Exhibit 3.2 to New  England  Community  Bancorp,
    Inc.'s  Annual  Report on Form 10-K for the fiscal year ended  December  31,
    1994 and are in corporated by reference.

    10. Material Agreements.

<PAGE>
                                      -53-


    10.1 The Severance Agreement by and between Barry R. Loucks and Olde Windsor
    Bancorp,  Inc. and New England Bank and Trust  Company  dated March 22, 1993
    was filed as Exhibit 10.1 to Olde Windsor Bancorp,  Inc.'s now known as, New
    England Community Bancorp,  Inc.'s  Registration  Statement on Form S-1 (No.
    33-83622) and is incorporated herein by reference.

    10.2 The Severance  Agreement  between  Raymond G. Halstead and Olde Windsor
    Bancorp,  Inc. and New England Bank and Trust  Company  dated March 22, 1993
    was filed as Exhibit 10.2 to Olde Windsor Bancorp, Inc.'s, now known as, New
    England Community Bancorp,  Inc.'s  Registration  Statement on Form S-1 (No.
    33-83622) and is incorporated herein by reference.

    10.3 The Employment Agreement between New England Bank and Trust Company and
    David A.  Lentini  dated  August 9, 1994 was filed as  Exhibit  10.3 to Olde
    Windsor  Bancorp,   Inc.'s,  now  known  as  New  England  Bancorp,  Inc.'s,
    Registration Statement on Form S-1 (No. 33-83622) and is incorporated herein
    by reference.

    10.4 The  Employment  Agreement  by and between  New England  Bank and Trust
    Company and David A. Lentini dated August 31, 1993 was filed as Exhibit 10.4
    to Olde Windsor Bancorp, Inc.'s, now known as New England Community Bancorp,
    Inc.'s,   Registration   Statement  on  Form  S-1  (No.   33-83622)  and  is
    incorporated herein by reference.

    10.5 The  Employment  Agreement  by and between  New England  Bank and Trust
    Company  and Donat A.  Fournier  dated  August 31, 1993 was filed as Exhibit
    10.5 to Olde Windsor  Bancorp,  Inc.'s,  now known as New England  Community
    Bancorp,  Inc.'s,  Registration Statement on Form S-1 (No. 33-83622) and are
    incorporated herein by reference.

    10.6 The  Employment  Agreement  by and between  New England  Bank and Trust
    Company and Donat A. Fournier  dated August 9, 1994 was filed on October 20,
    1994 as Exhibit 10.6 to New England Community Bancorp,  Inc.'s  Registration
    Statement  on Form  S-1 (No.  33-83622),  Amendment  1, and is  incorporated
    herein by reference.

<PAGE>
                                      -54-


    10.7 The  Employment  Agreement  by and between  New England  Bank and Trust
    Company and Anson C. Hall dated August 9, 1994 was filed on October 20, 1994
    as  Exhibit  10.7 to New  England  Community  Bancorp,  Inc.'s  Registration
    Statement  on  Form  S-1  (No.   33-83622),   Amendment  Number  1,  and  is
    incorporated herein by reference.

    21.  List of  Subsidiaries.  Attached  hereto as Exhibit 21 is a list of New
    England Community Bancorp, Inc.'s subsidiaries.

    27.  Financial Data Schedule. Attached hereto as Exhibit 27 is New England
    Community Bancorp, Inc.'s Financial Data Schedule.

(b) CURRENT  REPORTS:  The following  Reports on Form 8-K were filed during  the
fourth quarter of the 1995 fiscal year:

     NECB filed a Form 8-K with the Securities and Exchange  Commission  ("SEC")
on December  14, 1995  regarding  consummation  of the  Reorganization  with The
Equity  Bank  ("Equity").  The  Reorganization  became  effective  on  Thursday,
November 30, 1995 (the "Effective  Time").  At the Effective Time, each share of
Equity Common Stock issued and  outstanding  immediately  prior to the Effective
Time (except for (i) shares of Equity Common Stock held by NECB; and (ii) shares
as to which dissenters'  rights had been perfected) was converted into the right
to receive 1.85 shares of NECB Common Stock in exchange for each share of Equity
Common  Stock.  NECB  filed  a Form  8-K/A  with  the  Securities  and  Exchange
Commission on January 5, 1996,  including financial  information  regarding such
Reorganization  which was not readily available at the time of the filing of the
initial Form 8-K on December 14, 1995.


<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 and 15(d) 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, in Windsor, Connecticut on
March 21, 1996.

                                   NEW ENGLAND COMMUNITY BANCORP,
                                   INC.



                                   By /s/ ANSON C. HALL
                                     -------------------------------
                                     Anson C. Hall
                                     Vice President, Chief Financial
                                     Officer, Principal Financial
                                     Officer



                                   By /s/ DAVID A. LENTINI
                                     -------------------------------
                                     David A. Lentini
                                     President and
                                     Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the dates indicated:

Signature                      Title                              Date
---------                      -----                              ----
                               Chairman and
/s/ DOMINIC J. FERRAINA        Director                           March 21, 1996
-------------------------      
(Dominic J. Ferraina)          

                               President and
                               Chief Executive Officer
/s/ DAVID A. LENTINI           Director                           March 21, 1996
-------------------------      
(David A. Lentini)             
                               
/s/ TADEUS J. BUCZKOWSKI       Director                           March 21, 1996
-------------------------
(Tadeus J. Buczkowski)

/s/ JOHN C. CARMON             Director                           March 21, 1996
-------------------------
(John C. Carmon)


<PAGE>


Signature                      Title                              Date
---------                      -----                              ----
                               Secretary and
/s/ JOHN A. COCCOMO, SR.       Director                           March 21, 1996
-------------------------      
(John A. Coccomo, Sr.)         

                               Assistant Secretary
/s/ GEORGE A. COLLI, JR.       and Director                       March 21, 1996
-------------------------
(George A. Colli, Jr.)         

/s/ GARY J. DENINO             Director                           March 21, 1996
-------------------------
(Gary J. DeNino)

/s/ FRANK A. FALVO             Director                           March 21, 1996
-------------------------
(Frank A. Falvo)

/s/ CHARLES D. GERSTEN         Director                           March 21, 1996
-------------------------
(Charles D. Gersten)

/s/ JOHN R. HARVEY             Director                           March 21, 1996
-------------------------
(John R. Harvey)

/s/ ANGELINA J. MCGILLIVRAY    Director                           March 21, 1996
-------------------------
(Angelina J. McGillivray)

/s/ EDWARD J. SZEWCZYK         Director                           March 21, 1996
-------------------------
(Edward J. Szewczyk)
<PAGE>

--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
--------------------------------------------------------------------------------

                                    EXHIBITS
                                       TO
                           ANNUAL REPORT ON FORM 10-K
                           FOR THE FISCAL YEAR ENDED
                               DECEMBER 31, 1995
                                     UNDER
                      THE SECURITIES EXCHANGE ACT OF 1934
--------------------------------------------------------------------------------

                      NEW ENGLAND COMMUNITY BANCORP, INC.
             (Exact name of Registrant as specified in its charter)
--------------------------------------------------------------------------------


<PAGE>

                                 EXHIBIT INDEX

2.1 Plan and Agreement of  Reorganization,  dated as of December 19, 1995, among
Manchester State Bank, New England Community Bancorp,  Inc. and New England Bank
and Trust  Company  was filed on January  11,  1996 as Exhibit 2 to New  England
Community Bancorp,  Inc.'s current Report on Form 8-K and is incorporated herein
by reference.

3.1 Amended and Restated  Certificate of Incorporation of New England  Community
Bancorp, Inc. was filed on June 20, 1995 as Exhibit 3.1 to New England Community
Bancorp,  Inc.'s  Registration  Statement  on Form  S-4  (No.  33-93640)  and is
incorporated herein by reference.

3.2 Amended and Restated Bylaws of New England Community Bancorp, Inc. was filed
on March 31, 1995 as Exhibit 3.2 to New England Community Bancorp, Inc.'s Annual
Report on Form 10-K for the  fiscal  year  ended  December  31,  1994 and are in
corporated by reference.

10. Material Agreements.

10.1 The  Severance  Agreement  by and between  Barry R. Loucks and Olde Windsor
Bancorp,  Inc. and New England Bank and Trust  Company  dated March 22, 1993 was
filed as Exhibit 10.1 to Olde Windsor Bancorp,  Inc.'s now known as, New England
Community Bancorp,  Inc.'s Registration Statement on Form S-1 (No. 33-83622) and
is incorporated herein by reference.

10.2 The  Severance  Agreement  between  Raymond G.  Halstead  and Olde  Windsor
Bancorp,  Inc. and New England Bank and Trust  Company  dated March 22, 1993 was
filed as Exhibit 10.2 to Olde Windsor Bancorp,  Inc.'s now known as, New England
Community Bancorp,  Inc.'s Registration Statement on Form S-1 (No. 33-83622) and
is incorporated herein by reference.

10.3 The  Employment  Agreement  between New England Bank and Trust  Company and
David A. Lentini  dated August 9, 1994 was filed as Exhibit 10.3 to Olde Windsor
Bancorp,  Inc.'s,  now  known  as  New  England  Bancorp,  Inc.'s,  Registration
Statement on Form S-1 (No. 33-83622) and is incorporated herein by reference.

<PAGE>

10.4 The Employment  Agreement by and between New England Bank and Trust Company
and David A.  Lentini  dated  August 31, 1993 was filed as Exhibit  10.4 to Olde
Windsor Bancorp,  Inc.'s,  now known as New England Community  Bancorp,  Inc.'s,
Registration  Statement on Form S-1 (No. 33-83622) and is incorporated herein by
reference.

10.5 The Employment  Agreement by and between New England Bank and Trust Company
and Donat A.  Fournier  dated  August 31, 1993 was filed as Exhibit 10.5 to Olde
Windsor Bancorp,  Inc.'s,  now known as New England Community  Bancorp,  Inc.'s,
Registration  Statement on Form S-1 (No.  33-83622) and are incorporated here by
reference.

10.6 The Employment  Agreement by and between New England Bank and Trust Company
and Donat A.  Fournier  dated  August 9, 1994 was filed on October  20,  1994 as
Exhibit 10.6 to New England Community Bancorp,  Inc.'s Registration Statement on
Form S-1 (No. 33-83622), Amendment 1, and is incorporated herein by reference.

10.7 The Employment  Agreement by and between New England Bank and Trust Company
and Anson C. Hall dated  August 9, 1994 was filed on October 20, 1994 as Exhibit
10.7 to New England Community Bancorp, Inc.'s Registration Statement on Form S-1
(No. 33-83622), Amendment Number 1, and is incorporated herein by reference.

21. List of Subsidiaries. Attached hereto as Exhibit 21 is a list of New England
Community Bancorp, Inc.'s subsidiaries.

27.  Financial  Data  Schedule.  Attached  hereto as Exhibit  27 is New  England
Community Bancorp, Inc.'s Financial Data Schedule.




<PAGE>



                                   EXHIBIT 21


21. Subsidiaries of New England Community Bancorp, Inc. at December 31, 1995:

                                                    Percent
                                                    Owned By
                                                    New England
                                Incorporated In     Community
Subsidiary                      The State Of:       Bancorp, Inc.
----------                      -------------       -------------

New England Bank and Trust      Connecticut            100%
  Company

The Equity Bank                 Connecticut            100%



<PAGE>