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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.
20549

FORM 10-Q

(Mark One)

|x                                            | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|-------------------------------------------- | ----------------------------------------------------------------------------------------
|                                             |                                                                                         
|For the quarterly period ended June 30, 2003
|                                             |                                                                                         
|or                                          
|                                             |                                                                                         
|o                                            | 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 0-28389

|CONNECTICUT BANCSHARES, INC.                                                      
|----------------------------------------------------------------------------------
|                                                                                  
|(Exact name of registrant as specified in its charter)                            
|                                                                                  
|Delaware                                                                          
|                                                                                  
|(State or other jurisdiction of incorporation or organization)                    
|                                                                                  
|923 Main Street, Manchester, Connecticut                                          
|                                                                                  
|(Address of principal executive offices)                                          
|                                                                                  
|(860) 646-1700                                                                    
|                                                                                  
|(Registrants telephone number, including area code)                              
|                                                                                  
|Not Applicable                                                                    
|                                                                                  
|(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark 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 such filing requirements for the past 90 days.

|Yes x | No o
|----- | ----

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

|Yes x | No o
|----- | ----

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date: the Issuer had
10,956,670 of common stock, par value $0.01 per share, outstanding as of August 6, 2003.

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CONNECTICUT BANCSHARES, INC. FORM 10-Q

INDEX

|                              |                                                                                                                      | Page
|----------------------------- | -------------------------------------------------------------------------------------------------------------------- | ----
|                              |                                                                                                                      |     
|PART I:
FINANCIAL INFORMATION |                                                                                                                     
|                              |                                                                                                                     
|Item 1.                       | Financial Statements (unaudited)                                                                                     |     
|                              |                                                                                                                      |     
|                              | Condensed Consolidated Statements of Condition as of June 30, 2003 and December 31, 2002                             | 2   
|                              |                                                                                                                      |     
|                              | Condensed Consolidated Statements of Operations for the Three Months Ended June 30, 2003 and 2002                    | 3   
|                              |                                                                                                                      |     
|                              | Condensed Consolidated Statements of Operations for the Six Months Ended June 30, 2003 and 2002                      | 4   
|                              |                                                                                                                      |     
|                              | Condensed Consolidated Statements of Changes in Stockholders Equity for the Six Months Ended June 30, 2003 and 2002 | 5   
|                              |                                                                                                                      |     
|                              | Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2003 and 2002                      | 6   
|                              |                                                                                                                      |     
|                              | Notes to Condensed Consolidated Financial Statements                                                                 | 7   
|                              |                                                                                                                      |     
|Item 2.                       | Managements Discussion and Analysis of Financial Condition and Results of Operations                                | 14  
|                              |                                                                                                                      |     
|Item 3.                       | Quantitative and Qualitative Disclosures About Market Risk                                                           | 28  
|                              |                                                                                                                      |     
|Item 4.                       | Controls and Procedures                                                                                              | 30  
|                              |                                                                                                                      |     
|PART II:
OTHER INFORMATION    |                                                                                                                     
|                              |                                                                                                                      |     
|Item 1.                       | Legal Proceedings                                                                                                    | 31  
|Item 2.                       | Changes in Securities and Use of Proceeds                                                                            | 31  
|Item 3.                       | Defaults Upon Senior Securities                                                                                      | 31  
|Item 4.                       | Submission of Matters to a Vote of Security Holders                                                                  | 31  
|Item 5.                       | Other Information                                                                                                    | 32  
|Item 6.                       | Exhibits and Reports on Form 8-K                                                                                     | 32  
|                              |                                                                                                                      |     
|SIGNATURES                    | 33                                                                                                                  
|                              |                                                                                                                      |     

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##### Table of Contents

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements

CONNECTICUT BANCSHARES, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Condition (Dollars in thousands)

|                                                                                                                                                          |  | June 30, 2003 |           | December 31, 2002 |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | --------- | ----------------- | -
|                                                                                                                                                          |  |               |           |                   |  
|                                                                                                                                                          |  | (unaudited)   |          
|ASSETS                                                                                                                                                    |  |               |           |                   |  
|Cash and cash equivalents                                                                                                                                 |  | $             | 88,040    |                   | $
|Securities available for sale, at fair value                                                                                                              |  |               | 741,807   |                   |  
|Loans held for sale                                                                                                                                       |  |               | 578       |                   |  
|Loans, net                                                                                                                                                |  |               | 1,648,170 |                   |  
|Federal Home Loan Bank Stock, at cost                                                                                                                     |  |               | 30,783    |                   |  
|Premises and equipment, net                                                                                                                               |  |               | 16,639    |                   |  
|Accrued interest receivable                                                                                                                               |  |               | 11,506    |                   |  
|Other real estate owned                                                                                                                                   |  |               | 302       |                   |  
|Cash surrender value of life insurance                                                                                                                    |  |               | 44,989    |                   |  
|Current and deferred income taxes                                                                                                                         |  |               | 2,337     |                   |  
|Goodwill                                                                                                                                                  |  |               | 19,488    |                   |  
|Other intangible assets, net                                                                                                                              |  |               | 8,810     |                   |  
|Other assets                                                                                                                                              |  |               | 5,323     |                   |  
|                                                                                                                                                          |  |               |           |                   |  
|Total assets                                                                                                                                              |  | $             | 2,618,772 |                   | $
|                                                                                                                                                          |  |               |           |                   |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                      |  |               |           |                   |  
|Deposits                                                                                                                                                  |  | $             | 1,618,688 |                   | $
|Short-term borrowed funds                                                                                                                                 |  |               | 124,251   |                   |  
|Mortgagors escrow accounts                                                                                                                               |  |               | 21,537    |                   |  
|Advances from Federal Home Loan Bank                                                                                                                      |  |               | 575,374   |                   |  
|Accrued benefits and other liabilities                                                                                                                    |  |               | 29,427    |                   |  
|                                                                                                                                                          |  |               |           |                   |  
|Total liabilities                                                                                                                                         |  |               | 2,369,277 |                   |  
|                                                                                                                                                          |  |               |           |                   |  
|Stockholders equity:                                                                                                                                     |  |               |           |                   |  
|Common stock ($.01 par value; 45,000,000 shares authorized; 11,313,584 and 11,270,968 shares issued at June 30, 2003 and December 31, 2002,
respectively) |  |               | 113       |                   |  
|Additional paid-in capital                                                                                                                                |  |               | 113,006   |                   |  
|Retained earnings                                                                                                                                         |  |               | 160,659   |                   |  
|ESOP unearned compensation                                                                                                                                |  |               | (7,134    | )                 |  
|Restricted stock unearned compensation                                                                                                                    |  |               | (9,448    | )                 |  
|Treasury stock, at cost (558,641 and 165,422 shares at June 30, 2003 and December 31, 2002, respectively)                                                 |  |               | (21,744   | )                 |  
|Accumulated other comprehensive income                                                                                                                    |  |               | 14,043    |                   |  
|                                                                                                                                                          |  |               |           |                   |  
|Total stockholders equity                                                                                                                                |  |               | 249,495   |                   |  
|                                                                                                                                                          |  |               |           |                   |  
|Total liabilities and stockholders equity                                                                                                                |  | $             | 2,618,772 |                   | $
|                                                                                                                                                          |  |               |           |                   |  

See notes to condensed consolidated financial statements.

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CONNECTICUT BANCSHARES, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Operations (Dollars in thousands, except for per share data)

|                                                         |  | For the Three Months Ended |           
|-------------------------------------------------------- |  | -------------------------- | ----------
|                                                         |  |                            |           
|                                                         |  | June 30, 2003              |           
|                                                         |  |                            |           
|                                                         |  | (unaudited)                |           
|Interest and dividend income:                            |  |                            |           
|Interest income on loans                                 |  | $                          | 24,737    
|Interest and dividends on investment securities          |  |                            | 7,930     
|                                                         |  |                            |           
|Total interest and dividend income                       |  |                            | 32,667    
|                                                         |  |                            |           
|Interest expense:                                        |  |                            |           
|Interest on deposits and escrow                          |  |                            | 5,776     
|Interest on short-term borrowed funds                    |  |                            | 189       
|Interest on advances from Federal Home Loan Bank         |  |                            | 6,181     
|                                                         |  |                            |           
|Total interest expense                                   |  |                            | 12,146    
|                                                         |  |                            |           
|Net interest income                                      |  |                            | 20,521    
|Provision for loan losses                                |  |                            | 300       
|                                                         |  |                            |           
|Net interest income after provision for loan losses      |  |                            | 20,221    
|                                                         |  |                            |           
|Noninterest income:                                      |  |                            |           
|Service charges and fees                                 |  |                            | 3,821     
|Income from cash surrender value of life insurance       |  |                            | 596       
|Brokerage commission income                              |  |                            | 504       
|Gains on sales of securities, net                        |  |                            | 666       
|Other than temporary impairment of investment securities |  |                            |          
|Gains on mortgage loan sales, net                        |  |                            | 28        
|Other                                                    |  |                            | 134       
|                                                         |  |                            |           
|Total noninterest income                                 |  |                            | 5,749     
|                                                         |  |                            |           
|Noninterest expense:                                     |  |                            |           
|Salaries                                                 |  |                            | 4,965     
|Employee benefits                                        |  |                            | 3,610     
|Fees and services                                        |  |                            | 2,054     
|Occupancy, net                                           |  |                            | 944       
|Furniture and equipment                                  |  |                            | 826       
|Amortization of other intangible assets                  |  |                            | 394       
|Marketing                                                |  |                            | 324       
|Foreclosed real estate expense                           |  |                            | 55        
|Net (gains) losses on sales of repossessed assets        |  |                            | (1        
|Other operating expenses                                 |  |                            | 1,638     
|                                                         |  |                            |           
|Total noninterest expense                                |  |                            | 14,809    
|                                                         |  |                            |           
|Income before provision for income taxes                 |  |                            | 11,161    
|Provision for income taxes                               |  |                            | 3,683     
|                                                         |  |                            |           
|Net income                                               |  | $                          | 7,478     
|                                                         |  |                            |           
|Earnings per share:                                      |  |                            |           
|Basic                                                    |  | $                          | 0.76      
|Diluted                                                  |  | $                          | 0.70      
|Weighted average shares outstanding:                     |  |                            |           
|Basic                                                    |  |                            | 9,850,503 
|Diluted                                                  |  |                            | 10,724,621

See notes to condensed consolidated financial statements.

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CONNECTICUT BANCSHARES, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Operations (Dollars in thousands, except for per share data)

|                                                         |  | For the Six Months Ended |           
|-------------------------------------------------------- |  | ------------------------ | ----------
|                                                         |  |                          |           
|                                                         |  | June 30, 2003            |           
|                                                         |  |                          |           
|                                                         |  | (unaudited)              |           
|Interest and dividend income:                            |  |                          |           
|Interest income on loans                                 |  | $                        | 49,506    
|Interest and dividends on investment securities          |  |                          | 16,781    
|                                                         |  |                          |           
|Total interest and dividend income                       |  |                          | 66,287    
|                                                         |  |                          |           
|Interest expense:                                        |  |                          |           
|Interest on deposits and escrow                          |  |                          | 12,145    
|Interest on short-term borrowed funds                    |  |                          | 398       
|Interest on advances from Federal Home Loan Bank         |  |                          | 12,358    
|                                                         |  |                          |           
|Total interest expense                                   |  |                          | 24,901    
|                                                         |  |                          |           
|Net interest income                                      |  |                          | 41,386    
|Provision for loan losses                                |  |                          | 675       
|                                                         |  |                          |           
|Net interest income after provision for loan losses      |  |                          | 40,711    
|                                                         |  |                          |           
|Noninterest income:                                      |  |                          |           
|Service charges and fees                                 |  |                          | 7,259     
|Income from cash surrender value of life insurance       |  |                          | 1,186     
|Brokerage commission income                              |  |                          | 793       
|Gains on sales of securities, net                        |  |                          | 1,510     
|Other than temporary impairment of investment securities |  |                          | (359      
|Gains on mortgage loan sales, net                        |  |                          | 71        
|Other                                                    |  |                          | 298       
|                                                         |  |                          |           
|Total noninterest income                                 |  |                          | 10,758    
|                                                         |  |                          |           
|Noninterest expense:                                     |  |                          |           
|Salaries                                                 |  |                          | 9,679     
|Employee benefits                                        |  |                          | 7,507     
|Fees and services                                        |  |                          | 3,699     
|Occupancy, net                                           |  |                          | 1,995     
|Furniture and equipment                                  |  |                          | 1,664     
|Amortization of other intangible assets                  |  |                          | 788       
|Marketing                                                |  |                          | 742       
|Foreclosed real estate expense                           |  |                          | 85        
|Net gains on sales of repossessed assets                 |  |                          | (5        
|Other operating expenses                                 |  |                          | 3,196     
|                                                         |  |                          |           
|Total noninterest expense                                |  |                          | 29,350    
|                                                         |  |                          |           
|Income before provision for income taxes                 |  |                          | 22,119    
|Provision for income taxes                               |  |                          | 7,299     
|                                                         |  |                          |           
|Net income                                               |  | $                        | 14,820    
|                                                         |  |                          |           
|Earnings per share:                                      |  |                          |           
|Basic                                                    |  | $                        | 1.50      
|Diluted                                                  |  | $                        | 1.37      
|Weighted average shares outstanding:                     |  |                          |           
|Basic                                                    |  |                          | 9,901,508 
|Diluted                                                  |  |                          | 10,793,652

See notes to condensed consolidated financial statements.

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CONNECTICUT BANCSHARES, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Changes in Stockholders Equity For the Six Months Ended June 30, 2003 and 2002 (unaudited) (Dollars in thousands)

|                                                                         |  | Common Stock |            | AdditionalPaid-In Capital |   | Retained Earnings |  | ESOPUnearnedCompensation |         | Restricted Stock Unearned Compensation |   | TreasuryStock |   | Accumulated Other Comprehensive Income |        | Total |  
|------------------------------------------------------------------------ |  | ------------ | ---------- | ------------------------- | - | ----------------- |  | ------------------------ | ------- | -------------------------------------- | - | ------------- | - | -------------------------------------- | ------ | ----- | -
|                                                                         |  |              |           
|                                                                         |  | Shares       |            | Amount                    |  
|                                                                         |  |              |            |                           |   |                   |  |                          |         |                                        |   |               |   |                                        |        |       |  
|BALANCE, January 1, 2003                                                 |  |              | 11,105,546 |                           | $ | 113               |  | $                        | 110,345 |                                        | $ | 149,554       |   | $                                      | (7,444 | )     | $
|Change in ESOP unearned compensation                                     |  |              |           |                           |   |                  |  |                          | 924     |                                        |   |              |   |                                        | 310    |       |  
|Exercise of stock options, including tax benefits                        |  |              | 42,616     |                           |   |                  |  |                          | 1,084   |                                        |   |              |   |                                        |       |       |  
|Tax benefits from vesting of restricted stock awards                     |  |              |           |                           |   |                  |  |                          | 653     |                                        |   |              |   |                                        |       |       |  
|Dividends declared ($0.36 per share)                                     |  |              |           |                           |   |                  |  |                          |        |                                        |   | (3,715        | ) |                                        |       |       |  
|Treasury stock purchased                                                 |  |              | (393,219   | )                         |   |                  |  |                          |        |                                        |   |              |   |                                        |       |       |  
|Change in restricted stock unearned compensation                         |  |              |           |                           |   |                  |  |                          |        |                                        |   |              |   |                                        |       |       |  
|Comprehensive income:                                                    |  |              |            |                           |   |                   |  |                          |         |                                        |   |               |   |                                        |        |       |  
|Net income                                                               |  |              |           |                           |   |                  |  |                          |        |                                        |   | 14,820        |   |                                        |       |       |  
|Change in unrealized gain on securities available for sale, net of taxes |  |              |           |                           |   |                  |  |                          |        |                                        |   |              |   |                                        |       |       |  
|                                                                         |  |              |            |                           |   |                   |  |                          |         |                                        |   |               |   |                                        |        |       |  
|Total comprehensive income                                               |  |              |           |                           |   |                  |  |                          |        |                                        |   | 14,820        |   |                                        |       |       |  
|                                                                         |  |              |            |                           |   |                   |  |                          |         |                                        |   |               |   |                                        |        |       |  
|BALANCE, June 30, 2003                                                   |  |              | 10,754,943 |                           | $ | 113               |  | $                        | 113,006 |                                        | $ | 160,659       |   | $                                      | (7,134 | )     | $
|                                                                         |  |              |            |                           |   |                   |  |                          |         |                                        |   |               |   |                                        |        |       |  
|BALANCE, January 1, 2002                                                 |  |              | 11,235,608 |                           | $ | 112               |  | $                        | 108,354 |                                        | $ | 127,737       |   | $                                      | (8,065 | )     | $
|Change in ESOP unearned compensation                                     |  |              |           |                           |   |                  |  |                          | 571     |                                        |   |              |   |                                        | 311    |       |  
|Exercise of stock options, including tax benefits                        |  |              | 24,140     |                           |   | 1                 |  |                          | 513     |                                        |   |              |   |                                        |       |       |  
|Tax benefits from vesting of restricted stock awards                     |  |              |           |                           |   |                  |  |                          | 244     |                                        |   |              |   |                                        |       |       |  
|Dividends declared ($0.13 per share)                                     |  |              |           |                           |   |                  |  |                          |        |                                        |   | (1,361        | ) |                                        |       |       |  
|Treasury stock purchased                                                 |  |              | (8,922     | )                         |   |                  |  |                          |        |                                        |   |              |   |                                        |       |       |  
|Change in restricted stock unearned compensation                         |  |              |           |                           |   |                  |  |                          |        |                                        |   |              |   |                                        |       |       |  
|Other                                                                    |  |              |           |                           |   |                  |  |                          |        |                                        |   | 352           |   |                                        |       |       |  
|Comprehensive income:                                                    |  |              |            |                           |   |                   |  |                          |         |                                        |   |               |   |                                        |        |       |  
|Net income                                                               |  |              |           |                           |   |                  |  |                          |        |                                        |   | 11,686        |   |                                        |       |       |  
|Change in unrealized gain on securities available for sale, net of taxes |  |              |           |                           |   |                  |  |                          |        |                                        |   |              |   |                                        |       |       |  
|                                                                         |  |              |            |                           |   |                   |  |                          |         |                                        |   |               |   |                                        |        |       |  
|Total comprehensive income                                               |  |              |           |                           |   |                  |  |                          |        |                                        |   | 11,686        |   |                                        |       |       |  
|                                                                         |  |              |            |                           |   |                   |  |                          |         |                                        |   |               |   |                                        |        |       |  
|BALANCE, June 30, 2002                                                   |  |              | 11,250,826 |                           | $ | 113               |  | $                        | 109,682 |                                        | $ | 138,414       |   | $                                      | (7,754 | )     | $
|                                                                         |  |              |            |                           |   |                   |  |                          |         |                                        |   |               |   |                                        |        |       |  

See notes to condensed consolidated financial statements.

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CONNECTICUT BANCSHARES, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Cash Flows (In thousands)

|                                                                                                                                                  |  | For the Six Months Ended |              
|------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------ | -------------
|                                                                                                                                                  |  |                          |              
|                                                                                                                                                  |  |                          | June 30, 2003
|                                                                                                                                                  |  |                          |              
|                                                                                                                                                  |  | (unaudited)              |              
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                                                                             |  |                          |              
|Net income                                                                                                                                        |  | $                        | 14,820       
|Adjustments to reconcile net income to net cash provided by operating activities:                                                                 |  |                          |              
|Provision for loan losses                                                                                                                         |  |                          | 675          
|Depreciation                                                                                                                                      |  |                          | 1,439        
|Amortization/accretion -                                                                                                                          |  |                          |              
|Other intangible assets                                                                                                                           |  |                          | 788          
|Premium on bonds                                                                                                                                  |  |                          | 3,901        
|Amortization/accretion of fair market adjustment from First Federal Savings and Loan Association of East Hartford (First Federal)
acquisition - |  |                          |              
|Loans                                                                                                                                             |  |                          | 415          
|Time deposits                                                                                                                                     |  |                          | (229         
|Advances from Federal Home Loan Bank                                                                                                              |  |                          | (1,440       
|Amortization of mortgage servicing rights                                                                                                         |  |                          | 399          
|Net gains on sales of other real estate owned                                                                                                     |  |                          | (5           
|Net loss on disposal of fixed assets                                                                                                              |  |                          | 2            
|Gains on sales of securities, net                                                                                                                 |  |                          | (1,510       
|Other than temporary impairment of securities                                                                                                     |  |                          | 359          
|Gains on mortgage loan sales, net                                                                                                                 |  |                          | (71          
|Deferred income tax (benefit) provision                                                                                                           |  |                          | (603         
|ESOP compensation expense                                                                                                                         |  |                          | 1,234        
|Change in restricted stock unearned compensation                                                                                                  |  |                          | 1,432        
|Income from cash surrender value life insurance                                                                                                   |  |                          | (1,186       
|Changes in operating assets and liabilities-                                                                                                      |  |                          |              
|Accrued interest receivable                                                                                                                       |  |                          | 1,107        
|Other assets                                                                                                                                      |  |                          | 672          
|Other liabilities                                                                                                                                 |  |                          | (356         
|                                                                                                                                                  |  |                          |              
|Net cash provided by operating activities                                                                                                         |  |                          | 21,843       
|                                                                                                                                                  |  |                          |              
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                                                                             |  |                          |              
|Loan originations and purchases, net of repayments                                                                                                |  |                          | (111,727     
|Proceeds from sales of loans                                                                                                                      |  |                          | 2,213        
|Proceeds from maturities and calls of available for sale securities                                                                               |  |                          | 82,408       
|Proceeds from sales of available for sale securities                                                                                              |  |                          | 41,571       
|Purchases of available for sale securities                                                                                                        |  |                          | (175,433     
|Proceeds from principal payments of mortgage-backed securities and collateralized mortgage obligations                                            |  |                          | 145,998      
|Acquisition of First Federal, net of cash acquired                                                                                                |  |                          | (181         
|Proceeds from sales of other real estate owned                                                                                                    |  |                          | 18           
|Proceeds from sales of premises and equipment                                                                                                     |  |                          |             
|Purchases of premises and equipment                                                                                                               |  |                          | (287         
|Other investing activities                                                                                                                        |  |                          |             
|                                                                                                                                                  |  |                          |              
|Net cash used in investing activities                                                                                                             |  |                          | (15,420      
|                                                                                                                                                  |  |                          |              
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                                                                             |  |                          |              
|Purchase of treasury stock                                                                                                                        |  |                          | (16,222      
|Proceeds from exercise of stock options                                                                                                           |  |                          | 789          
|Dividends paid                                                                                                                                    |  |                          | (3,715       
|Net increase in savings, money market, NOW and demand deposits                                                                                    |  |                          | 59,468       
|Net decrease in certificates of deposit                                                                                                           |  |                          | (36,530      
|Net increase (decrease) in short-term borrowed funds                                                                                              |  |                          | 3,199        
|Increase in mortgagors escrow accounts                                                                                                           |  |                          | 6,440        
|Increase (decrease) in advances from Federal Home Loan Bank                                                                                       |  |                          | 42,924       
|                                                                                                                                                  |  |                          |              
|Net cash provided by financing activities                                                                                                         |  |                          | 56,353       
|                                                                                                                                                  |  |                          |              
|Net increase (decrease) in cash and cash equivalents                                                                                              |  |                          | 62,776       
|CASH AND CASH EQUIVALENTS, beginning of period                                                                                                    |  |                          | 25,264       
|                                                                                                                                                  |  |                          |              
|CASH AND CASH EQUIVALENTS, end of period                                                                                                          |  | $                        | 88,040       
|                                                                                                                                                  |  |                          |              
|SUPPLEMENTAL INFORMATION:                                                                                                                         |  |                          |              
|Cash paid for -                                                                                                                                   |  |                          |              
|Interest                                                                                                                                          |  | $                        | 24,782       
|Income taxes, net                                                                                                                                 |  |                          | 7,901        
|Non-cash transactions -                                                                                                                           |  |                          |              
|Transfers from loans to other real estate owned                                                                                                   |  |                          | 314          

See notes to condensed consolidated financial statements.

6



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##### Table of Contents

CONNECTICUT BANCSHARES, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (unaudited)

|(1) | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | Basis of financial statements presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | The accompanying condensed consolidated financial statements were prepared in accordance with instructions to Form 10-Q and, therefore, do not include information or notes
necessary for a complete presentation of financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States of America. However, all normal recurring adjustments which, in the
opinion of management, are necessary for a fair presentation of the financial statements have been included. Such adjustments are the only adjustments contained in the accompanying condensed consolidated financial statements. These condensed
consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto for Connecticut Bancshares, Inc. (CTBS) and subsidiary included in CTBS Form 10-K for the year
ended December 31, 2002. The results for the six months ended June 30, 2003 are not necessarily indicative of the results that may be expected for the year ending December 31, 2003.                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | Principles of consolidation and presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | The accompanying condensed consolidated financial statements include the accounts of CTBS and its wholly-owned subsidiary, The Savings Bank of Manchester (SBM or the
Bank), and its wholly-owned subsidiaries (collectively, the Company). All material intercompany balances and transactions have been eliminated in consolidation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | The Bank, with its main office located in Manchester, Connecticut, operates through twenty-eight branches located primarily in eastern Connecticut. The Banks primary
source of income is interest received on loans to customers, which include small and middle market businesses and individuals residing within the Banks service area.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | On April 22, 2003, CTBS declared a quarterly cash dividend of $0.18 per share, or $1.87 million, on outstanding shares of its common stock.  The dividend was paid on May
27, 2003 to stockholders of record as of the close of business on May 12, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | On July 16, 2003, the Company announced it entered into an Agreement and Plan of Merger with The New Haven Savings Bank (NHSB). The Companys stockholders will
receive $52.00 in cash in exchange for each share of the Companys common stock held. If the transaction closes after March 31, 2004, the merger price is subject to increase based on the Companys earnings from that date to the end of the
month preceding the closing date. As a condition precedent to the merger, NHSB will convert from a Connecticut-chartered mutual savings bank to a Connecticut-chartered stock savings bank and simultaneously form a holding company. The transaction is
subject to several other conditions, including the receipt of regulatory approvals and the approval of the stockholders of the Company. Additionally, in connection with the pending transaction, the Company has agreed to take action to accelerate to
December 31, 2003 the vesting of all unvested restricted stock awards that have been granted to certain officers. The vesting acceleration will occur upon action by the Board of Directors and the Company will record a charge based on the fair value
of the common stock upon such action. The Company expects this charge to occur in the fourth quarter of 2003.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

7



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##### Table of Contents

| | On July 23, 2003, CTBS declared a quarterly cash dividend of $0.18 per share, or $1.81 million, on outstanding shares of its common stock.  The dividend will be paid on
August 25, 2003 to stockholders of record as of the close of business on August 11, 2003.                         
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                            
| | Earnings per share                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                            
| | Basic earnings per share represents net income divided by the weighted-average number of common shares outstanding during the period. Diluted earnings per share reflects additional common
shares that would have been outstanding if dilutive potential shares had been issued or earned.
| |                                                                                                                                                                                                                                                                                            
| | The following table sets forth the calculation of basic and diluted earnings per share for the periods indicated (dollars in thousands, except per share amounts):                                                                                                                         

|                                    |  | For the Three Months Ended |            | For the Six Months Ended |  
|----------------------------------- |  | -------------------------- | ---------- | ------------------------ | -
|                                    |  |                            |            |                          |  
|                                    |  | June 30, 2003              |            | June 30, 2002            |  
|                                    |  |                            |            |                          |  
|Net income                          |  | $                          | 7,478      |                          | $
|                                    |  |                            |            |                          |  
|Weighted average shares outstanding |  |                            | 10,549,219 |                          |  
|Less: unearned ESOP shares          |  |                            | (698,716   | )                        |  
|                                    |  |                            |            |                          |  
|Basic                               |  |                            | 9,850,503  |                          |  
|                                    |  |                            |            |                          |  
|Dilutive impact of:                 |  |                            |            |                          |  
|Stock options                       |  |                            | 483,965    |                          |  
|Restricted stock                    |  |                            | 390,153    |                          |  
|                                    |  |                            |            |                          |  
|Diluted                             |  |                            | 10,724,621 |                          |  
|                                    |  |                            |            |                          |  
|Earnings per share:                 |  |                            |            |                          |  
|Basic                               |  | $                          | 0.76       |                          | $
|Diluted                             |  | $                          | 0.70       |                          | $

| | During the three and six months ended June 30, 2003 and 2002 there were no stock options that were excluded from the computation of earnings per share as no stock options were
antidilutive during these periods.                                                                                                                                                                                                                                                       
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Comprehensive Income                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Statement of Financial Accounting Standards (SFAS) No. 130 Reporting Comprehensive Income establishes standards for separately reporting comprehensive income and its
components. Components of comprehensive income represent changes in equity resulting from transactions and other events and circumstances from non-owner sources. A reconciliation of other comprehensive income for the six months ended June 30, 2003
and 2002 was as follows (in thousands):

8



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##### Table of Contents

|                                                                                                             |  | For the Six Months Ended |       
|------------------------------------------------------------------------------------------------------------ |  | ------------------------ | ------
|                                                                                                             |  |                          |       
|                                                                                                             |  | June 30, 2003            |       
|                                                                                                             |  |                          |       
|Unrealized gains on securities:                                                                              |  |                          |       
|Change in unrealized holding gains arising during the period, net of tax                                     |  | $                        | (603  
|Reclassification adjustment for gains and other than temporary impairment included in net income, net of tax |  |                          | (748  
|                                                                                                             |  |                          |       
|Other comprehensive (loss) income                                                                            |  | $                        | (1,351
|                                                                                                             |  |                          |       

|    | Reclassifications                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | Certain prior period amounts have been reclassified to conform to the current period presentation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(2) | RECENT ACCOUNTING PRONOUNCEMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | In April 2002, the Financial Accounting Standards Board (FASB) issued SFAS No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13,
and Technical Corrections. The adoption of SFAS No. 145 on January 1, 2003 did not have any effect on the Companys consolidated financial statements.                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. SFAS No. 146 nullifies Emerging Issues Task Force
(EITF) Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring). The adoption of SFAS No. 146 on January 1, 2003
did not have any effect on the Companys consolidated financial statements.                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation  Transition and Disclosure and amendment to FASB No. 123, which provides three
optional transition methods for entities that decide to voluntarily adopt the fair value recognition principles of SFAS No. 123, Accounting for Stock-Based Compensation, and modifies the disclosure requirements of that Statement. The
Company has not adopted the fair value recognition principles of SFAS No. 123. The Company has included the quarterly disclosures required by SFAS No. 148 in this filing.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities. The standard amends and clarifies financial reporting
for derivative instruments and for hedging activities accounted for under SFAS No. 133 and is effective for contracts entered into or modified, and for hedges designated, after June 30, 2003. Adoption of the standard is not expected to have a
material impact on the Companys consolidated financial statements since the Company does not have any derivative instruments as of June 30, 2003.         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Instruments with Characteristics of Both Liabilities and Equity. The standard establishes how an issuer
classifies and measures certain freestanding financial instruments with characteristics of liabilities and equity and requires that such instruments be classified as liabilities. The standard is effective for financial instruments entered into or
modified after May 31, 2003 and is otherwise effective at the beginning                                                                                      

9



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##### Table of Contents

|    | of the first interim period beginning after June 15, 2003. Adoption of the standard did not have any impact on the Companys consolidated financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | In November 2002, the FASB issued Interpretation No. 45, Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of
Others (FIN 45). The Interpretation requires certain guarantees to be recorded at fair value and also requires a guarantor to make new disclosures, even when the likelihood of making payments under the guarantee is remote. In
general, the Interpretation applies to contracts or indemnification agreements that contingently require the guarantor to make payments to the guaranteed party based on changes in an underlying contact that is related to an asset, liability, or an
equity security of the guaranteed party. The recognition provisions of FIN 45 are effective on a prospective basis for guarantees issued or modified after December 31, 2002. Adoption of this statement on January 1, 2003 did not have any impact on
the Companys consolidated financial statements.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | In January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities, which requires an enterprise to assess if consolidation is appropriate based
upon its variable economic interests in variable interest entities (VIEs). The Company does not invest in investment structures that require analysis under this Interpretation and Interpretation No. 46 does not have any impact on
the Companys consolidated financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(3) | LOANS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | Loans are summarized as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

|                                      |  | June 30, 2003  |           | December 31, 2002 |  
|------------------------------------- |  | -------------- | --------- | ----------------- | -
|                                      |  |                |           |                   |  
|                                      |  | (in thousands) |          
|One- to four-family mortgages         |  | $              | 970,451   |                   | $
|Construction mortgages                |  |                | 69,900    |                   |  
|Commercial and multi-family mortgages |  |                | 294,382   |                   |  
|Commercial business loans             |  |                | 191,058   |                   |  
|Installment loans                     |  |                | 138,733   |                   |  
|                                      |  |                |           |                   |  
|Total loans                           |  |                | 1,664,524 |                   |  
|Less: Allowance for loan losses       |  |                | (16,354   | )                 |  
|                                      |  |                |           |                   |  
|Total loans, net                      |  | $              | 1,648,170 |                   | $
|                                      |  |                |           |                   |  

A summary of the allowance for loan losses is as follows:

10



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##### Table of Contents

|                             |  | For the Six Months EndedJune 30, 2003 |        | For the Year Ended December 31, 2002 |  
|---------------------------- |  | ------------------------------------- | ------ | ------------------------------------ | -
|                             |  |                                       |        |                                      |  
|                             |  | (in thousands)                        |       
|Balance, beginning of period |  | $                                     | 16,172 |                                      | $
|Provision for loan losses    |  |                                       | 675    |                                      |  
|Loans charged off            |  |                                       | (608   | )                                    |  
|Recoveries                   |  |                                       | 115    |                                      |  
|                             |  |                                       |        |                                      |  
|Balance, end of period       |  | $                                     | 16,354 |                                      | $
|                             |  |                                       |        |                                      |  

|(4) | DEPOSITS                 
|--- | -------------------------
|    |                          
|    | Deposits were as follows:

|                                                       |  | June 30, 2003  |           | December 31, 2002 |  
|------------------------------------------------------ |  | -------------- | --------- | ----------------- | -
|                                                       |  |                |           |                   |  
|                                                       |  | (in thousands) |          
|Certificates of deposit:                               |  |                |           |                   |  
|Original maturity of less than one year                |  | $              | 126,090   |                   | $
|Original maturity of one year or more                  |  |                | 400,768   |                   |  
|Time certificates in denominations of $100,000 or more |  |                | 79,584    |                   |  
|                                                       |  |                |           |                   |  
|Total certificates of deposit                          |  |                | 606,442   |                   |  
|                                                       |  |                |           |                   |  
|Savings accounts                                       |  |                | 407,391   |                   |  
|Money market accounts                                  |  |                | 214,001   |                   |  
|NOW accounts                                           |  |                | 246,560   |                   |  
|Demand deposits                                        |  |                | 144,294   |                   |  
|                                                       |  |                |           |                   |  
|Total deposits                                         |  | $              | 1,618,688 |                   | $
|                                                       |  |                |           |                   |  

11



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##### Table of Contents

|(5) | INTANGIBLE ASSETS
|--- | -----------------

|                                               |  | June 30, 2003  |        | December 31, 2002 |  
|---------------------------------------------- |  | -------------- | ------ | ----------------- | -
|                                               |  |                |        |                   |  
|                                               |  | (in thousands) |       
|Intangible assets subject to amortization:     |  |                |        |                   |  
|Core deposit intangible                        |  | $              | 6,819  |                   | $
|Branch premiums                                |  |                | 887    |                   |  
|Other                                          |  |                | 256    |                   |  
|                                               |  |                |        |                   |  
|Total                                          |  |                | 7,962  |                   |  
|                                               |  |                |        |                   |  
|Intangible assets not subject to amortization: |  |                |        |                   |  
|Goodwill                                       |  |                | 19,488 |                   |  
|Minimum pension liability                      |  |                | 848    |                   |  
|                                               |  |                |        |                   |  
|Total                                          |  |                | 20,336 |                   |  
|                                               |  |                |        |                   |  
|Total intangible assets                        |  | $              | 28,298 |                   | $
|                                               |  |                |        |                   |  

|                                                                        |  | June 30, 2003 |                | December 31, 2002 |  
|----------------------------------------------------------------------- |  | ------------- | -------------- | ----------------- | -
|                                                                        |  |               |                |                   |  
|                                                                        |  |               | (in thousands) |                  
|Accumulated amortization for intangible assets subject to amortization: |  |               |                |                   |  
|Core deposit intangible                                                 |  | $             | 2,027          |                   | $
|Branch premiums                                                         |  |               | 3,426          |                   |  
|Other                                                                   |  |               | 44             |                   |  
|                                                                        |  |               |                |                   |  
|Total                                                                   |  | $             | 5,497          |                   | $
|                                                                        |  |               |                |                   |  

|                        |  | For the Six Months Ended |    
|----------------------- |  | ------------------------ | ---
|                        |  |                          |    
|                        |  | June 30, 2003            |    
|                        |  |                          |    
|                        |  | (in thousands)           |    
|Amortization expense:   |  |                          |    
|Noncompete agreements   |  | $                        |   
|Core deposit intangible |  |                          | 553
|Branch premiums         |  |                          | 216
|Other                   |  |                          | 19 
|                        |  |                          |    
|Total                   |  | $                        | 788
|                        |  |                          |    

For the five years ending December 31, the estimated aggregate annual amortization expense is as follows
(in thousands):

|2003 |  | $ | 1,576 | 
|---- |  | - | ----- | 
|2004 |  |   | 1,576 | 
|2005 |  |   | 1,338 | 
|2006 |  |   | 1,169 | 
|2007 |  |   | 1,169 | 

During the six months ended June 30, 2003, there was no goodwill acquired, no impairment losses
recognized and no goodwill included in the gain or loss on disposal of a reporting unit.

12



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|(6) | OTHER THAN TEMPORARY IMPAIRMENT OF SECURITIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | On a quarterly basis, the Company reviews available for sale investment securities with unrealized depreciation for six consecutive months as well as other securities with circumstances
warranting review to assess whether the decline in fair value is temporary or other than temporary.  The Company judges whether the decline in value is from company-specific events, industry developments, general economic conditions or other
reasons.  Once the estimated reasons for the decline are identified, further judgments are required as to whether those conditions are likely to reverse and, if so, whether that reversal is likely to result in a recovery of the fair value of
the investment in the near term. In accordance with this policy, during the six months ended June 30, 2003 the Company recorded other than temporary impairment charges for one equity security and one investment in a limited partnership for a total
of $359,000. The charge for the equity investment was computed using the closing price of the security as of the date of impairment. The equity security impaired is publicly traded. The impairment charge for the limited partnership was equal to the
difference between the carrying value of the investment and the fair value of the Companys share of the partners capital as calculated by the partnership on the date of impairment. The limited partnership is not publicly traded. The
Company recorded an other than temporary impairment charge during the six months ended June 30, 2002 of $270,000 for one equity security that is publicly traded. The charge for the equity investment was computed using the closing price of the
security as of the date of impairment. There were no material unrecognized impairment losses as of June 30, 2003 or 2002.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(7) | STOCK-BASED COMPENSATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | The Company applies APB No. 25 and related interpretations in accounting for its stock compensation plans. Had compensation cost been determined consistent with the fair value method
prescribed by SFAS No. 123, Accounting for Stock-Based Compensation, the Companys pro forma net income and pro forma basic and diluted earnings per share would have been (in thousands, except per share data):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

|                                                                                         |  | For The Three Months Ended |      
|---------------------------------------------------------------------------------------- |  | -------------------------- | -----
|                                                                                         |  |                            |      
|                                                                                         |  | June 30, 2003              |      
|                                                                                         |  |                            |      
|Net income:                                                                              |  |                            |      
|Net income as reported                                                                   |  | $                          | 7,478
|Less effect of compensation expense determined under fair value based method, net of tax |  |                            | 556  
|                                                                                         |  |                            |      
|Pro forma net income                                                                     |  | $                          | 6,922
|                                                                                         |  |                            |      
|Pro forma earnings per share:                                                            |  |                            |      
|Basic                                                                                    |  | $                          | 0.70 
|Diluted                                                                                  |  | $                          | 0.65 

13



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##### Table of Contents

|                                                                                         |  | For The Six Months Ended |       
|---------------------------------------------------------------------------------------- |  | ------------------------ | ------
|                                                                                         |  |                          |       
|                                                                                         |  | June 30, 2003            |       
|                                                                                         |  |                          |       
|Net income:                                                                              |  |                          |       
|Net income as reported                                                                   |  | $                        | 14,820
|Less effect of compensation expense determined under fair value based method, net of tax |  |                          | 1,106 
|                                                                                         |  |                          |       
|Pro forma net income                                                                     |  | $                        | 13,714
|                                                                                         |  |                          |       
|Pro forma earnings per share:                                                            |  |                          |       
|Basic                                                                                    |  | $                        | 1.39  
|Diluted                                                                                  |  | $                        | 1.27  

| | Fair value was estimated on the grant date using the Black-Scholes option-pricing model with the following assumptions:
| | -----------------------------------------------------------------------------------------------------------------------

|                        |  | Grant Date For the Three and  Six Months Ended  June 30, 2002 |         
|----------------------- |  | ------------------------------------------------------------- | --------
|                        |  |                                                               |         
|Risk free interest rate |  |                                                               | 3.95    
|Expected life           |  |                                                               | 10 years
|Expected volatility     |  |                                                               | 29      
|Dividend yield          |  |                                                               | 2.00    
|Fair value              |  | $                                                             | 17.48   

|    | There were no options granted during the six months ended June 30, 2003.                                                                                                                                                                                                                                                                                                                                       
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                
|(8) | SUBSEQUENT EVENT                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                
|    | Subsequent to June 30, 2003, the Company decided to liquidate its marketable equity security portfolio. The portfolio, consisting of common and preferred stocks and mutual funds, had a fair
value of $18.59 million and an amortized cost of $14.67 million as of June 30, 2003. The Company expects the liquidation of the marketable equity security portfolio to be completed prior to September 30, 2003.

Item 2.  Managements Discussion and Analysis of Financial Condition and Results of Operations.

The following
analysis discusses changes in the financial condition and results of operations for the three and six months ended June 30, 2003 and 2002, and should be read in conjunction with the Companys condensed consolidated financial statements and the
notes thereto, appearing elsewhere herein.

Forward Looking Statements

This Form 10-Q contains forward looking statements that are based
on assumptions and describe future plans, strategies and expectations of the Company, including those with respect to its pending merger with NHSB. These forward looking statements are generally identified by use of the words believe,
expect, intend,

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anticipate, estimate, project, or similar expressions. The Companys ability to predict results or the actual effect of future
plans or strategies is inherently uncertain. Factors which could have a material adverse effect on the operations of the Company include, but are not limited to, changes in interest rates, general economic conditions, legislative/regulatory changes,
monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board, the quality or composition of the loan or investment portfolios, demand for loan products, deposit flows, competition, demand
for financial services in the Banks market area and accounting principles and guidelines. These risks and uncertainties should be considered in evaluating forward looking statements and undue reliance should not be placed on such statements.
Subject to applicable laws and regulations, the Company does not undertake  and specifically disclaims any obligation  to publicly release the result of any revisions which may be made to any forward looking statements to reflect events
or circumstances after the date of the statements or to reflect the occurrence of anticipated or unanticipated events.  Further information concerning the Company and its business, including additional factors that could materially affect the
Companys financial results, is included in the Companys Form 10-K filing for the year ended December 31, 2002 and in the Companys other filings with the Securities and Exchange Commission.

General

The Companys results of operations depend primarily on net interest income, which represents the difference between interest income earned on
interest-earning assets, such as loans and securities, and interest expense on interest-bearing liabilities, such as deposits and borrowings. The Bank generates noninterest income primarily from fees charged on customers accounts and fees
earned on activities such as investment services provided through a third party registered broker-dealer. The Banks noninterest expenses primarily consist of employee compensation and benefits, occupancy expense, marketing and other operating
expenses. The Companys results of operations are also affected by general economic and competitive conditions, notably changes in market interest rates, government policies and regulations. The Bank exceeded all of its regulatory capital
requirements at June 30, 2003.

On July 16, 2003, the Company announced it entered into an Agreement and Plan of Merger with The New Haven Savings Bank. The Companys stockholders will receive
$52.00 in cash in exchange for each share of the Companys common stock held. If the transaction closes after March 31, 2004, the merger price is subject to increase based on the Companys earnings from that date to the end of the month
preceding the closing date. As a condition precedent to the merger, NHSB will convert from a Connecticut-chartered mutual savings bank to a Connecticut-chartered stock savings bank and simultaneously form a holding company. The transaction is
subject to several other conditions, including the receipt of regulatory approvals and the approval of the stockholders of the Company. Additionally, in connection with the pending transaction, the Company has agreed to take action to accelerate to
December 31, 2003 the vesting of all unvested restricted stock awards that have been granted to certain officers. The vesting acceleration will occur upon action by the Board of Directors and the Company will record a charge based on the fair value
of the common stock upon such action. The Company expects this charge to occur in the fourth quarter of 2003.

Comparison of Financial Condition at June 30, 2003 and December 31,
2002

Total assets increased $71.23 million, or 2.80%, to $2.62 billion at June 30, 2003 as compared to $2.55 billion at December 31, 2002. The increase in assets was mainly attributable to
a $107.60 million increase in net loans and a $62.78 million increase in cash and cash equivalents partially offset by a $99.81 million decrease in securities. The increase in net loans was primarily due to a $63.26 million increase in one- to
four-family mortgages, a $29.01 million increase in commercial business loans and commercial and multi-family mortgages and a $9.79 million increase in installment loans. The increase in cash and cash equivalents was mainly due to prepayments on
mortgage-backed securities and collateralized mortgage obligations as well as $82.41 million of securities that were called or matured during the first six months of 2003. The growth in assets was primarily funded by an increase in advances from the
Federal Home Loan Bank of Boston (FHLB) of $41.48 million as well as an increase in deposits of $22.71 million.

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The following table presents the amortized cost and fair value of the Companys available for sale securities, by type, at the dates indicated:

|                                       |  | At June 30, 2003 |         | At December 31, 2002 |  
|-------------------------------------- |  | ---------------- | ------- | -------------------- | -
|                                       |  |                  |         |                      |  
|                                       |  | Amortized Cost   |         | Fair Value           |  
|                                       |  |                  |         |                      |  
|                                       |  | (in thousands)   |        
|Debt securities:                       |  |                  |         |                      |  
|Asset-backed securities                |  | $                | 68,512  |                      | $
|U.S. Government and agency obligations |  |                  | 84,941  |                      |  
|Municipal obligations                  |  |                  | 23,075  |                      |  
|Corporate securities                   |  |                  | 51,294  |                      |  
|                                       |  |                  |         |                      |  
|Total                                  |  |                  | 227,822 |                      |  
|                                       |  |                  |         |                      |  
|Equity securities:                     |  |                  |         |                      |  
|Marketable equity securities           |  |                  | 14,665  |                      |  
|Debt mutual funds                      |  |                  | 9,355   |                      |  
|Other equity securities                |  |                  | 1,360   |                      |  
|                                       |  |                  |         |                      |  
|Total                                  |  |                  | 25,380  |                      |  
|                                       |  |                  |         |                      |  
|Total debt and equity securities       |  |                  | 253,202 |                      |  
|Mortgage-backed securities:            |  |                  |         |                      |  
|Collateralized mortgage obligations    |  |                  | 253,314 |                      |  
|Mortgage-backed securities             |  |                  | 211,020 |                      |  
|                                       |  |                  |         |                      |  
|Total mortgage-backed securities       |  |                  | 464,334 |                      |  
|                                       |  |                  |         |                      |  
|Total available for sale securities    |  | $                | 717,536 |                      | $
|                                       |  |                  |         |                      |  

Available for sale securities decreased $99.81 million, or 11.86%, from a fair value of $841.62 million at
December 31, 2002 to a fair value of $741.81 million at June 30, 2003. The Company had proceeds from sales of $41.57 million (including net gains of $1.51 million); maturities and calls of $82.41 million and principal payments of $146.00 million of
securities during the six months ended June 30, 2003.  The Company also experienced a decrease in unrealized gains on securities of $2.08 million from December 31, 2002 to June 30, 2003.  Securities purchased totaled $175.43 million during
the six months ended June 30, 2003.

Net loans increased $107.60 million, or 6.98%, from $1.54 billion at December 31, 2002 to $1.65 billion at June 30, 2003. Residential mortgages
(including residential construction mortgages) increased $63.75 million, or 6.89%, from $925.08 million at December 31, 2002 to $988.83 million at June 30, 2003 due to continuing loan demand mainly due to refinancing activity in a low interest rate
environment. Commercial real estate, commercial construction and business loans increased $34.23 million, or 6.81%, from $502.73 million at December 31, 2002, to $536.96 million at June 30, 2003, primarily due to an increase in commercial mortgage
originations. As of June 30, 2003, commercial loans represented 32.26% of the Banks loan portfolio.

Deposits totaled $1.62 billion at June 30, 2003, an increase of $22.71 million, or 1.42%,
compared to $1.60 billion at December 31, 2002. Checking accounts increased $30.46 million, or 8.45%, from $360.39 million at December 31, 2002 to $390.85 million at June 30, 2003. Savings and money market accounts increased $29.00 million, or
4.90%, from $592.39 million at December 31, 2002 to $621.39 million at June 30, 2003. Certificates of deposit decreased $36.76 million, or 5.72%, from $643.20 million at December 31, 2002 to

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$606.44 million at June 30, 2003. With certificate of deposit rates at a relatively low level, retail depositors may be holding their funds in savings, money market and
checking accounts until interest rates rise. In addition, the Bank offers a short-term transactional repurchase agreement (repo) account to commercial businesses and retail customers. These repo accounts are shown as short-term borrowed funds in the
accompanying condensed consolidated statements of condition. Short-term borrowed funds increased $3.20 million, or 2.64%, from $121.05 million to $124.25 million during the first six months of 2003. Advances from the FHLB increased $41.48 million,
or 7.77%, from $533.89 million to $575.37 million during the first six months of 2003.

Nonperforming assets totaled $2.39 million at June 30, 2003, compared to $2.89 million at December 31,
2002, a decrease of $504,000, or 17.42%. Other real estate owned totaled $302,000 at June 30, 2003 compared to $0 at December 31, 2002. During the first six months of 2003 the Bank foreclosed on three residential properties and subsequently
sold one of those properties.

The following table sets forth information regarding nonperforming loans and other real estate owned:

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|                                                           |  | June 30, 2003  |       | December 31, 2002 |  
|---------------------------------------------------------- |  | -------------- | ----- | ----------------- | -
|                                                           |  |                |       |                   |  
|                                                           |  | (in thousands) |      
|Nonperforming loans:                                       |  |                |      
|Loans past due 90 days and still accruing:                 |  |                |       |                   |  
|One- to four- family mortgages                             |  | $              | 267   |                   | $
|Commercial and multifamily mortgages                       |  |                |      |                   |  
|Commercial business                                        |  |                | 150   |                   |  
|Installment                                                |  |                | 141   |                   |  
|                                                           |  |                |       |                   |  
|Total loans past due 90 days and still accruing            |  |                | 558   |                   |  
|                                                           |  |                |       |                   |  
|Loans on nonaccrual:                                       |  |                |       |                   |  
|One- to four- family mortgages                             |  |                | 175   |                   |  
|Commercial and multifamily mortgages                       |  |                | 300   |                   |  
|Commercial business                                        |  |                | 660   |                   |  
|                                                           |  |                |       |                   |  
|Total loans on nonaccrual                                  |  |                | 1,135 |                   |  
|                                                           |  |                |       |                   |  
|Troubled debt restructurings:                              |  |                |       |                   |  
|Commercial and multifamily mortgages                       |  |                | 395   |                   |  
|                                                           |  |                |       |                   |  
|Total troubled debt restructurings                         |  |                | 395   |                   |  
|                                                           |  |                |       |                   |  
|Total nonperforming loans                                  |  |                | 2,088 |                   |  
|Other real estate owned                                    |  |                | 302   |                   |  
|                                                           |  |                |       |                   |  
|Total nonperforming assets                                 |  | $              | 2,390 |                   | $
|                                                           |  |                |       |                   |  
|Total nonperforming loans as a percentage of gross loans   |  |                | 0.13  | %                 |  
|                                                           |  |                |       |                   |  
|Total nonperforming assets as a percentage of total assets |  |                | 0.09  | %                 |  
|                                                           |  |                |       |                   |  

On a monthly basis, management informs the Board of Directors of the amount of loans delinquent for more
than 30 days, all loans in foreclosure and all foreclosed and repossessed property that the Bank owns. The Bank ceases accruing interest on mortgage loans when principal or interest payments are delinquent 90 days or more unless management
determines that the loan principal and interest is fully secured and in the process of collection. Once the accrual of interest on a loan is discontinued, all interest previously accrued is reversed against current period interest income once
management determines that interest is uncollectable.

The allowance for loan losses was $16.35 million at June 30, 2003; an increase of $182,000 from the $16.17 million recorded at December 31,
2002.  The allowance for loan losses as a percentage of gross loans was 0.98% at June 30, 2003 as compared to 1.04% at December 31, 2002.  The allowance for loan losses as a percentage of nonperforming loans was 783.24% at June 30, 2003 as
compared to 558.81% at December 31, 2002.

The Bank devotes significant attention to maintaining high loan quality through its underwriting standards, active servicing of loans and aggressive
management of nonperforming assets. The allowance for loan losses is maintained at a level estimated by management to provide adequately for probable loan losses which are inherent in the loan portfolio.  Probable loan losses are estimated
based on a quarterly review of the loan portfolio, loss experience, specific problem loans, economic conditions and other pertinent factors. In assessing risks inherent in the portfolio, management considers the risk of loss on nonperforming and
classified loans including an analysis of collateral in each situation.  The Banks methodology for assessing the appropriateness

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of the allowance for loan losses includes several key elements.  Problem loans are identified and analyzed individually to estimate specific losses including an analysis
of estimated future cash flows for impaired loans. The loan portfolio is also segmented into pools of loans that are similar in type and risk characteristics (i.e., commercial, consumer and mortgage loans). Loss factors based on the Banks
historical chargeoffs are applied using the Banks historical experience and may be adjusted for significant factors that, in managements judgment, affect the collectability of the portfolio as of the evaluation date.  Additionally,
the portfolio is segmented into pools based on internal risk ratings with loss factors applied to each rating category. Other factors considered in determining probable loan losses are any changes in concentrations in the portfolio, trends in loan
growth, the relationship and trends in recent years of recoveries as a percentage of prior chargeoffs and peer banks loss experience.

The allowance for loan losses consists of a formula
allowance for various loan portfolio classifications and an amount for loans identified as impaired, if necessary. The allowance is an estimate, and ultimate losses may vary from current estimates. Changes in the estimate are recorded in the results
of operations in the period in which they become known, along with provisions for estimated losses incurred during that period.

A portion of the allowance for loan losses is not allocated to any
specific segment of the loan portfolio.  This unallocated reserve is maintained for two primary reasons: there exists an inherent subjectivity and imprecision to the analytical processes employed, and the prevailing business environment, as it
is affected by changing economic conditions and various external factors, which may impact the portfolio in ways currently unforeseen. Moreover, management has identified certain risk factors, which could impact the degree of loss sustained within
the portfolio. These include: market risk factors, such as the effects of economic variability on the entire portfolio, and unique portfolio risk factors that are inherent characteristics of the Banks loan portfolio. Market risk factors may
consist of changes to general economic and business conditions that may impact the Banks loan portfolio customer base in terms of ability to repay and that may result in changes in value of underlying collateral. Unique portfolio risk factors
may include industry or geographic concentrations, or trends that may exacerbate losses resulting from economic events which the Bank may not be able to fully diversify out of its portfolio.

Due
to the inherent imprecise nature of the loan loss estimation process and ever changing conditions, these risk attributes may not be adequately captured in data related to the formula-based loan loss components used to determine allocations in the
Banks analysis of the adequacy of the allowance for loan losses. Management, therefore, has established and maintains an unallocated allowance for loan losses. The amount of the unallocated allowance was $3.55 million at June 30, 2003 as
compared to $3.24 million at December 31, 2002. As a percentage of the allowance for loan losses, the unallocated was 21.71% of the total allowance for loan losses at June 30, 2003 and 20.04% of the total allowance for loan losses at December 31,
2002.

The Bank uses three separate methods to estimate the allowance for loan losses as discussed above and then uses a weighted average formula to estimate the final allowance for loan losses.
The Bank uses a portfolio segmentation method, a risk rating method, and a historical method for estimating the allowance for loan losses.  The weighting factors were 45%, 45% and 10%, respectively at both June 30, 2003 and December 31,
2002.

Although management believes that it uses the best information available to establish the allowance for loan losses, future adjustments to the allowance for loan losses may be
necessary, and results of operations could be adversely affected if circumstances differ substantially from the assumptions used in making the determinations. Furthermore, while the Bank believes it has established its existing allowance for loan
losses consistent with accounting principles generally accepted in the United States of America, there can be no assurance that regulators, in reviewing the Banks loan portfolio, will not request the Bank to increase its allowance for loan
losses. In addition, because future events affecting borrowers and collateral cannot be predicted with certainty, there can be no assurance that the existing allowance for loan losses is adequate or that increases will not be necessary should the
quality of any loans deteriorate as a result of the

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factors discussed above. Material increases in the allowance for loan losses will adversely affect the Banks financial condition and results of operations.

Total stockholders equity decreased $2.06 million, or 0.82%, to $249.50 million at June 30, 2003 compared to $251.56 million on December 31, 2002.  The decrease is due primarily to the repurchase
of 393,219 shares of Company common stock during the first six months of 2003 for $16.22 million. As of June 30, 2003, the Company has repurchased 558,641 shares of its common stock since its conversion to a public company on March 2, 2000 at a
weighted average price of $38.92 per share, for a total of $21.74 million. The Company had previously announced that its Board of Directors has authorized the repurchase of up to 561,600, or approximately 5%, of its outstanding shares of its common
stock. Partially offsetting this decrease was net income of $14.82 million for the six months ended June 30, 2003.

Comparison of Operating Results for the Three Months Ended June 30, 2003
and 2002

Net Income. Net income for the quarter ended June 30, 2003 was $7.48 million compared to $6.12 million for the quarter ended June 30, 2002. The results for the quarter
ended June 30, 2003 include a $260,000 increase in net interest income, primarily due to a lower cost of funds and higher volume of loans, partially offset by lower asset yields. Net income also increased as a result of increases in service charge
and fee income of $758,000, higher gains on sales of securities of $298,000 and lower amortization of other intangible assets of $883,000 due to noncompete agreements with former First Federal executives which became fully amortized during the third
quarter of 2002. Net income was reduced due to higher employee benefits of $863,000 primarily due to increased restricted stock, pension and ESOP expenses.

Net Interest Income. Net
interest income increased $260,000, or 1.28%, to $20.52 million for the second quarter of 2003 compared to $20.26 million for the second quarter of 2002. The increase was primarily due to higher average loans and a lower cost of funds, partially
offset by lower asset yields. Total interest and dividend income decreased $2.75 million, or 7.76%, to $32.67 million for the second quarter of 2003 from $35.42 million for the second quarter of 2002. Interest income on loans decreased $513,000, or
2.03%, to $24.74 million for the three months ended June 30, 2003 compared to $25.25 million for the three months ended June 30, 2002. The decrease was due to a 71 basis point decrease in the average yield on loans partially offset by a $142.10
million increase in the average balance of loans outstanding. The decrease in yield and the increase in loan volume were mainly due to a lower rate environment and higher prepayments and refinancings of residential mortgages. Interest and dividend
income from investment securities, short-term investments and FHLB stock decreased $2.24 million, or 22.03%, to $7.93 million for the three months ended June 30, 2003 compared to $10.17 million for the three months ended June 30, 2002. The decrease
in income was mainly due to lower yields resulting from a lower rate environment. The yield on investment securities, short-term investments and FHLB stock decreased 86 basis points to 4.15% for the quarter ended June 30, 2003 as compared to 5.01%
for the quarter ended June 30, 2002.

Interest expense decreased $3.01 million, or 19.85%, to $12.15 million for the three months ended June 30, 2003 compared to $15.16 million for the quarter
ended June 30, 2002. The decrease was primarily due to a decrease in the overall cost of funds for interest-bearing liabilities of 67 basis points.  The cost of funds for the second quarter of 2003 was 2.26% as compared to 2.93% for the second
quarter of 2002. The decrease in the cost of funds was primarily due to a lower interest rate environment.

Average Balances, Interest and Average Yields/Cost.The following table presents
certain information for the periods indicated regarding average balances of assets and liabilities, as well as the total dollar amounts of interest income from average interest-earning assets and interest expense on average interest-bearing
liabilities and the resulting average yields and costs. The yields and costs for the periods indicated are derived by dividing income or expense by the average balances of assets or liabilities, respectively, for the periods presented. The yields
and rates include fees which are considered adjustments to yields.

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|                                                                 |  | For the Three Months Ended June 30, |                       
|---------------------------------------------------------------- |  | ----------------------------------- | ----------------------
|                                                                 |  |                                     |                       
|                                                                 |  | 2003                                |                       
|                                                                 |  |                                     |                       
|                                                                 |  | Average Balance                     |                       
|                                                                 |  |                                     |                       
|                                                                 |  |                                     | (dollars in thousands)
|Interest-earning assets:                                         |  |                                     |                       
|Loans (1):                                                       |  |                                     |                       
|Real estate                                                      |  | $                                   | 1,314,760             
|Consumer                                                         |  |                                     | 136,121               
|Commercial (5)                                                   |  |                                     | 188,078               
|                                                                 |  |                                     |                       
|Total loans (5)                                                  |  |                                     | 1,638,959             
|                                                                 |  |                                     |                       
|Mortgage-backed securities (2)                                   |  |                                     | 214,060               
|Collateralized mortgage obligations (2)                          |  |                                     | 213,205               
|Investment securities (2) (5):                                   |  |                                     |                       
|U.S. Government and agency obligations                           |  |                                     | 103,516               
|Municipal obligations                                            |  |                                     | 23,181                
|Corporate securities                                             |  |                                     | 54,272                
|Common stock and mutual funds                                    |  |                                     | 24,204                
|Other investment securities                                      |  |                                     | 1,265                 
|Asset-backed securities                                          |  |                                     | 72,241                
|Other interest-bearing assets                                    |  |                                     |                       
|FHLB stock                                                       |  |                                     | 30,783                
|Short-term investments                                           |  |                                     | 43,591                
|                                                                 |  |                                     |                       
|Total interest-earning assets (5)                                |  |                                     | 2,419,277             
|                                                                 |  |                                     |                       
|Noninterest-earning assets                                       |  |                                     | 151,781               
|                                                                 |  |                                     |                       
|Total assets                                                     |  | $                                   | 2,571,058             
|                                                                 |  |                                     |                       
|Interest-bearing liabilities:                                    |  |                                     |                       
|Deposits:                                                        |  |                                     |                       
|NOW accounts                                                     |  | $                                   | 230,821               
|Savings and money market accounts                                |  |                                     | 611,392               
|Certificates of deposit                                          |  |                                     | 614,788               
|Escrow deposits                                                  |  |                                     | 17,191                
|                                                                 |  |                                     |                       
|Total interest-bearing deposits                                  |  |                                     | 1,474,192             
|Short-term borrowed funds                                        |  |                                     | 117,951               
|Advances from FHLB                                               |  |                                     | 564,849               
|                                                                 |  |                                     |                       
|Total interest-bearing liabilities                               |  |                                     | 2,156,992             
|                                                                 |  |                                     |                       
|Noninterest-bearing liabilities                                  |  |                                     | 158,655               
|                                                                 |  |                                     |                       
|Total liabilities                                                |  |                                     | 2,315,647             
|Stockholders equity                                             |  |                                     | 255,411               
|                                                                 |  |                                     |                       
|Total liabilities and stockholders equity                       |  | $                                   | 2,571,058             
|                                                                 |  |                                     |                       
|Net interest-earning assets                                      |  | $                                   | 262,285               
|                                                                 |  |                                     |                       
|Net interest income (5)                                          |  |                                     |                       
|                                                                 |  |                                     |                       
|Interest rate spread (3) (5)                                     |  |                                     |                       
|Net interest margin (4) (5)                                      |  |                                     |                       
|Ratio of interest-earning assets to interest-bearing liabilities |  |                                     |                       
|Taxable-equivalent adjustments                                   |  |                                     |                       
|Loans                                                            |  |                                     |                       
|Investment securities                                            |  |                                     |                       
|                                                                 |  |                                     |                       
|Total                                                            |  |                                     |                       
|                                                                 |  |                                     |                       

---

|(1) | Balances are net of undisbursed proceeds of construction loans in process and include nonperforming loans.                                                                 
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Yields are calculated on amortized cost and exclude the impact of unrealized gains and losses on available for sale securities.                                            
|(3) | Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.
|(4) | Net interest margin represents fully taxable-equivalent net interest income as a percentage of average interest-earning assets.                                            
|(5) | Fully taxable-equivalent yields are calculated assuming a 35% federal income tax rate.                                                                                     

Rate/Volume Analysis.
The following table presents the effects of changing rates and volumes on the interest income and interest expense of the Company. The table presents the effects on a fully taxable-equivalent basis using amortized cost as described in footnotes 2, 4
and 5 in the previous section.  The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied
by prior rate). The rate/vol column shows the effects attributable to changes in both rate and volume, which cannot be segregated.  The net column represents the sum of the prior columns.

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|                                           | For the Three Months  Ended June 30, 2003 Compared to the Three Months Ended June 30, 2002
|------------------------------------------ | ------------------------------------------------------------------------------------------
|                                           |                                                                                           
|                                           |                                                                                           
|                                           |                                                                                           
|                                           |                                                                                           
|                                           |                                                                                           
|                                           |                                                                                           
|Interest-earning assets:                   |                                                                                           
|Loans:                                     |                                                                                           
|Real estate                                |                                                                                           
|Consumer                                   |                                                                                           
|Commercial                                 |                                                                                           
|                                           |                                                                                           
|Total loans                                |                                                                                           
|Mortgage-backed securities                 |                                                                                           
|Collateralized mortgage obligations        |                                                                                           
|Investment securities                      |                                                                                           
|                                           |                                                                                           
|Total interest-earning assets              |                                                                                           
|                                           |                                                                                           
|Interest-bearing liabilities:              |                                                                                           
|Deposits:                                  |                                                                                           
|NOW accounts                               |                                                                                           
|Savings and money market accounts          |                                                                                           
|Certificates of deposit                    |                                                                                           
|Other                                      |                                                                                           
|                                           |                                                                                           
|Total deposits                             |                                                                                           
|Short-term borrowed funds                  |                                                                                           
|Advances from FHLB                         |                                                                                           
|                                           |                                                                                           
|Total interest-bearing liabilities         |                                                                                           
|                                           |                                                                                           
|(Decrease) increase in net interest income |                                                                                           
|                                           |                                                                                           

Provision for Loan Losses. The provision for loan losses was $300,000 for the quarter ended June
30, 2003 and $375,000 for the quarter ended June 30, 2002. The Bank lowered its provision for loan losses as nonperforming loans declined during the current quarter. The allowance for loan losses was 0.98% of total loans and 783.24% of nonperforming
loans at June 30, 2003 compared to 1.04% and 558.81%, respectively, at December 31, 2002.

Noninterest Income.  Noninterest income was $5.75 million for the three months ended June 30,
2003 as compared to $4.50 million for the three months ended June 30, 2002. The increase was primarily due to higher service charges and fees, an increase in net gains on sales of securities and a decrease in charges for other than temporary
impairment of investment securities. Service charges and fees were $3.82 million for the three months ended June 30, 2003 compared to $3.06 million for the three months ended June 30, 2002. Income from service charges and fees increased $480,000
from demand deposit account fees, $165,000 from prepayment penalties on loans and $86,000 from increased fees on merchant services.

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Gains on sales of securities increased $298,000 from the prior year quarter as certain debt and equity securities were sold during the 2003 quarter. During the second quarter
of 2003 there were no charges recorded for other than temporary impairment, while in the prior year quarter a charge for other than temporary impairment totaling $270,000 was recorded for one equity security. There were no material unrecognized
impairment losses as of June 30, 2003 or 2002.

Noninterest Expense. Noninterest expense decreased $529,000, or 3.45%, from $15.34 million for the three months ended June 30, 2002 to $14.81
million for the three months ended June 30, 2003. The decrease in noninterest expense from the prior year quarter was primarily due to decreases in amortization of other intangible assets ($883,000), marketing ($292,000), and furniture and equipment
expenses ($183,000).  These decreases were partially offset by an increase in employee benefits. In conjunction with the 2001 acquisition of First Federal, the Bank recorded an intangible asset for noncompete agreements with former First
Federal executives. The agreements were amortized over their twelve-month term through the third quarter of 2002. Marketing expenses decreased as the Bank reduced its expense related to various media advertising. Furniture and equipment expenses
decreased as certain assets became fully depreciated. Partially offsetting these decreases, employee benefits increased $863,000 primarily due to increased restricted stock, pension and ESOP expenses.

Provision for Income Taxes. Income tax expense increased $752,000 from $2.93 million for the second quarter of 2002 to $3.68 million for the quarter ended June 30, 2003.  The effective tax rate for the current
quarter was 33.00% compared to 32.40% in the prior year quarter.

Comparison of Operating Results for the Six Months Ended June 30, 2003 and 2002

Net Income. Net income for the six months ended June 30, 2003 was $14.82 million compared to $11.69 million for the six months ended June 30, 2002. The results for the six months ended June 30, 2003 include a $2.21
million increase in net interest income, primarily due to a lower cost of funds and higher volume of loans, partially offset by lower asset yields. Net income also increased as a result of increases in service charge and fee income of $1.35 million,
higher net gains on sales of securities of $458,000 and lower amortization of other intangible assets of $1.76 million due to noncompete agreements with former First Federal executives which became fully amortized during the third quarter of 2002.
Net income was reduced due to higher employee benefits of $1.72 million primarily due to increased restricted stock, pension and ESOP expenses.

Net Interest Income. Net interest income
increased $2.21 million, or 5.64%, to $41.39 million for the first half of 2003 compared to $39.18 million for the first half of 2002. The increase was primarily due to higher average loans and a lower cost of funds, partially offset by lower asset
yields. Total interest and dividend income decreased $4.16 million, or 5.90%, to $66.29 million for the first half of 2003 from $70.45 million for the first half of 2002. Interest income on loans decreased $682,000, or 1.36%, to $49.51 million for
the six months ended June 30, 2003 compared to $50.19 million for the six months ended June 30, 2002. The decrease was due to a 67 basis point decrease in the average yield on loans partially offset by a $138.54 million increase in the average
balance of loans outstanding. The decrease in yield and the increase in loan volume were mainly due to a lower interest rate environment and higher prepayments and refinancings of residential mortgages. Interest and dividend income from investment
securities, short-term investments and FHLB stock decreased $3.49 million, or 17.22%, to $16.78 million for the six months ended June 30, 2003 compared to $20.27 million for the six months ended June 30, 2002. The decrease in income was mainly due
to lower yields resulting from a lower interest rate environment. The yield on investment securities, short-term investments and FHLB stock decreased 55 basis points to 4.37% for the six months ended June 30, 2003 as compared to 4.92% for the six
months ended June 30, 2002.

Interest expense decreased $6.37 million, or 20.37%, to $24.90 million for the six months ended June 30, 2003 compared to $31.27 million for the six months ended June
30, 2002. The decrease was primarily due to a decrease in the overall cost of funds for interest-bearing liabilities of 69 basis points.  The cost of funds for the first half of 2003 was 2.35% as compared to 3.04% for the first half of 2002.
The decrease in the cost of funds

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was primarily due to a lower interest rate environment.

Average Balances, Interest and Average Yields/Cost.The
following table presents certain information for the periods indicated regarding average balances of assets and liabilities, as well as the total dollar amounts of interest income from average interest-earning assets and interest expense on average
interest-bearing liabilities and the resulting average yields and costs. The yields and costs for the periods indicated are derived by dividing income or expense by the average balances of assets or liabilities, respectively, for the periods
presented. The yields and rates include fees which are considered adjustments to yields.

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##### Table of Contents

|                                                                 |  | For the Six Months Ended June 30, |          
|---------------------------------------------------------------- |  | --------------------------------- | ---------
|                                                                 |  |                                   |          
|                                                                 |  | 2003                              |          
|                                                                 |  |                                   |          
|                                                                 |  | Average Balance                   |          
|                                                                 |  |                                   |          
|                                                                 |  | (dollars in thousands)            |          
|Interest-earning assets:                                         |  |                                   |          
|Loans (1):                                                       |  |                                   |          
|Real estate                                                      |  | $                                 | 1,297,580
|Consumer                                                         |  |                                   | 133,999  
|Commercial (5)                                                   |  |                                   | 185,215  
|                                                                 |  |                                   |          
|Total loans (5)                                                  |  |                                   | 1,616,794
|                                                                 |  |                                   |          
|Mortgage-backed securities (2)                                   |  |                                   | 208,802  
|Collateralized mortgage obligations (2)                          |  |                                   | 216,849  
|Investment securities (2) (5):                                   |  |                                   |          
|U.S. Government and agency obligations                           |  |                                   | 115,034  
|Municipal obligations                                            |  |                                   | 23,235   
|Corporate securities                                             |  |                                   | 57,972   
|Common stock and mutual funds                                    |  |                                   | 24,809   
|Other investment securities                                      |  |                                   | 1,314    
|Asset-backed securities                                          |  |                                   | 75,617   
|Other interest-bearing assets                                    |  |                                   |          
|FHLB stock                                                       |  |                                   | 30,783   
|Short-term investments                                           |  |                                   | 31,421   
|                                                                 |  |                                   |          
|Total interest-earning assets (5)                                |  |                                   | 2,402,630
|                                                                 |  |                                   |          
|Noninterest-earning assets                                       |  |                                   | 146,302  
|                                                                 |  |                                   |          
|Total assets                                                     |  | $                                 | 2,548,932
|                                                                 |  |                                   |          
|Interest-bearing liabilities:                                    |  |                                   |          
|Deposits:                                                        |  |                                   |          
|NOW accounts                                                     |  | $                                 | 223,610  
|Savings and money market accounts                                |  |                                   | 602,975  
|Certificates of deposit                                          |  |                                   | 624,929  
|Escrow deposits                                                  |  |                                   | 13,599   
|                                                                 |  |                                   |          
|Total interest-bearing deposits                                  |  |                                   | 1,465,113
|Short-term borrowed funds                                        |  |                                   | 117,311  
|Advances from FHLB                                               |  |                                   | 558,161  
|                                                                 |  |                                   |          
|Total interest-bearing liabilities                               |  |                                   | 2,140,585
|                                                                 |  |                                   |          
|Noninterest-bearing liabilities                                  |  |                                   | 153,088  
|                                                                 |  |                                   |          
|Total liabilities                                                |  |                                   | 2,293,673
|Stockholders equity                                             |  |                                   | 255,259  
|                                                                 |  |                                   |          
|Total liabilities and stockholders equity                       |  | $                                 | 2,548,932
|                                                                 |  |                                   |          
|Net interest-earning assets                                      |  | $                                 | 262,045  
|                                                                 |  |                                   |          
|Net interest income (5)                                          |  |                                   |          
|                                                                 |  |                                   |          
|Interest rate spread (3) (5)                                     |  |                                   |          
|Net interest margin (4) (5)                                      |  |                                   |          
|Ratio of interest-earning assets to interest-bearing liabilities |  |                                   |          
|Taxable-equivalent adjustments                                   |  |                                   |          
|Loans                                                            |  |                                   |          
|Investment securities                                            |  |                                   |          
|                                                                 |  |                                   |          
|Total                                                            |  |                                   |          
|                                                                 |  |                                   |          

---

|(1) | Balances are net of undisbursed proceeds of construction loans in process and include nonperforming loans.                                                                 
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Yields are calculated on amortized cost and exclude the impact of unrealized gains and losses on available for sale securities.                                            
|(3) | Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.
|(4) | Net interest margin represents fully taxable-equivalent net interest income as a percentage of average interest-earning assets.                                            
|(5) | Fully taxable-equivalent yields are calculated assuming a 35% federal income tax rate.                                                                                     

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##### Table of Contents

Rate/Volume Analysis.The following table presents the effects of changing rates and volumes on the interest income and interest expense of the Company. The table
presents the effects on a fully taxable-equivalent basis using amortized cost as described in footnotes 2, 4 and 5 in the previous section.  The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior
volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The rate/vol column shows the effects attributable to changes in both rate and volume, which cannot be segregated.  The
net column represents the sum of the prior columns.



|                                           | For the Six Months Ended June 30, 2003 Compared to the Six Months Ended June 30, 2002
|------------------------------------------ | -------------------------------------------------------------------------------------
|                                           |                                                                                      
|                                           |                                                                                      
|                                           |                                                                                      
|                                           |                                                                                      
|                                           |                                                                                      
|                                           |                                                                                      
|Interest-earning assets:                   |                                                                                      
|Loans:                                     |                                                                                      
|Real estate                                |                                                                                      
|Consumer                                   |                                                                                      
|Commercial                                 |                                                                                      
|                                           |                                                                                      
|Total loans                                |                                                                                      
|Mortgage-backed securities                 |                                                                                      
|Collateralized mortgage obligations        |                                                                                      
|Investment securities                      |                                                                                      
|                                           |                                                                                      
|Total interest-earning assets              |                                                                                      
|                                           |                                                                                      
|Interest-bearing liabilities:              |                                                                                      
|Deposits:                                  |                                                                                      
|NOW accounts                               |                                                                                      
|Savings and money market accounts          |                                                                                      
|Certificates of deposit                    |                                                                                      
|Other                                      |                                                                                      
|                                           |                                                                                      
|Total deposits                             |                                                                                      
|Short-term borrowed funds                  |                                                                                      
|Advances from FHLB                         |                                                                                      
|                                           |                                                                                      
|Total interest-bearing liabilities         |                                                                                      
|                                           |                                                                                      
|(Decrease) increase in net interest income |                                                                                      
|                                           |                                                                                      

Provision for Loan Losses. The provision for loan losses was $675,000 for the six months ended June
30, 2003 and $750,000 for the six months ended June 30, 2002. The Bank lowered its provision for loan losses as nonperforming loans declined during the current quarter. The allowance for loan losses was 0.98% of total loans and 783.24% of
nonperforming loans at June 30, 2003 compared to 1.04% and 558.81%, respectively, at December 31, 2002.

Noninterest Income.  Noninterest income was $10.76 million for the six months
ended June 30, 2003 as

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compared to $9.22 million for the six months ended June 30, 2002. The increase was primarily due to higher service charges and fees and an increase in net gains on sales of
securities. Service charges and fees were $7.26 million for the six months ended June 30, 2003 compared to $5.91 million for the six months ended June 30, 2002, an increase of $1.35 million, or 22.84%. Income from service charges and fees increased
$871,000 from demand deposit account fees, $243,000 from prepayment penalties on loans and $165,000 from increased fees on merchant services. Gains on sales of securities increased $458,000 from the prior year period as certain debt and equity
securities were sold during the six months ended June 30, 2003.

Noninterest Expense. Noninterest expense decreased $1.02 million, or 3.36%, from $30.37 million for the six months ended
June 30, 2002 to $29.35 million for the six months ended June 30, 2003. The decrease in noninterest expense from the prior year period was primarily due to decreases in amortization of other intangible assets ($1.76 million), marketing ($349,000),
and furniture and equipment expenses ($308,000).  These decreases were partially offset by an increase in employee benefits. In conjunction with the 2001 acquisition of First Federal, the Bank recorded an intangible asset for noncompete
agreements with former First Federal executives. The agreements were amortized over their twelve-month term through the third quarter of 2002. Marketing expenses decreased as the Bank reduced its expense related to various media advertising.
Furniture and equipment expenses decreased as certain assets became fully depreciated. Partially offsetting these decreases, employee benefits increased $1.72 million primarily due to increased restricted stock, pension and ESOP expenses.

Provision for Income Taxes. Income tax expense increased $1.70 million from $5.60 million for the first half of 2002 to $7.30 million for the six months ended June 30, 2003.  The effective tax
rate for the six months ended June 30, 2003 was 33.00% compared to 32.40% in the prior year period.

Liquidity and Capital Resources

Liquidity is the ability to meet current and future financial obligations of a short- term nature.  The Company further defines liquidity as the ability to respond to the needs of depositors and borrowers as well as
maintaining the flexibility to take advantage of investment opportunities. Primary sources of funds consist of deposit inflows, loan repayments, maturities, paydowns, sales of collateralized mortgage obligations, investment and mortgage-backed
securities and advances from the FHLB. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit outflows, loan and mortgage-backed security prepayments and security calls are influenced by general
interest rates, economic conditions and competition. The Companys primary investing activities are (1) originating residential one- to four-family mortgage loans and, to a lesser extent, commercial business and real estate loans, multi-family
loans, single-family construction loans, home equity loans and lines of credit and consumer loans, and (2) investing in mortgage-backed securities, collateralized mortgage obligations, U.S. Government and agency obligations and corporate equity
securities and debt obligations. These activities are funded primarily by principal and interest payments on loans, maturities of securities, deposit growth and advances from the FHLB. During the six months ended June 30, 2003, the Banks loan
originations, net of repayments, totaled $111.73 million. For the six months ended June 30, 2003, the Company purchased investments in mortgage-backed securities, U.S. Government and agency obligations and corporate equity securities and debt
obligations totaling $175.43 million. Subsequent to June 30, 2003, the Company decided to liquidate its marketable equity security portfolio. The portfolio, consisting of common and preferred stocks and mutual funds, had a fair value of $18.59
million and an amortized cost of $14.67 million as of June 30, 2003. The Company expects the liquidation of the marketable equity security portfolio to be completed prior to September 30, 2003. The Bank experienced a net increase in total deposits
of $22.94 million for the six months ended June 30, 2003. Deposit flows are affected by the overall level of interest rates, the interest rates and products offered by the Bank and its local competitors and other factors. During the six months ended
June 30, 2003, the Company repurchased 393,219 shares of its common stock at a weighted average price of $41.25 per share, for a total of $16.22 million and has repurchased 558,641 shares of its common stock since its conversion to a public company
on March 2, 2000 at a weighted average price of $38.92 per share, for a total of $21.74 million. The Company had previously announced that its Board of Directors has authorized the repurchase of up to 561,600, or

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approximately 5%, of its outstanding shares of its common stock. The Company closely monitors its liquidity position on a daily basis. If the Company should require additional
funds, additional funds are available through advances from the FHLB and through repurchase agreement borrowing facilities.

Outstanding commitments for all loans and unadvanced construction loans
and lines of credit totaled $273.03 million at June 30, 2003.  Management of the Bank anticipates that it will have sufficient funds available to meet its current loan commitments. Certificates of deposit that are scheduled to mature in one
year or less from June 30, 2003 totaled $345.47 million.  The Bank relies primarily on competitive rates, customer service, and long-standing relationships with customers to retain deposits. Occasionally, the Bank will also offer special
competitive promotions to its customers to increase retention and promote deposit growth. Based upon the Banks historical experience with deposit retention, management believes that a significant portion of its deposits will remain with the
Bank.

SBM must satisfy various regulatory capital requirements administered by the federal banking agencies including a risk-based capital measure. The risk-based capital guidelines include both
a definition of capital and a framework for calculating risk-weighted assets by assigning balance sheet assets and off-balance sheet items to broad risk categories. At June 30, 2003, SBM exceeded all of its regulatory capital requirements with a
leverage capital level of $190.89 million, or 7.51% of average assets, which is above the required level of $101.73 million, or 4.00%, and total risk-based capital of $207.25 million, or 12.22% of risk weighted assets, which is above the required
level of $135.69 million, or 8.00%. SBM is considered well capitalized under regulatory guidelines.

Impact of Inflation and Changing Prices

The condensed consolidated financial statements and related data presented in this report have been prepared in conformity with accounting principles generally accepted in the United States of America, which require the
measurement of financial position and operating results in terms of historical dollars, without considering changes in the relative purchasing power of money over time due to inflation. Unlike many industrial companies, substantially all of the
assets and liabilities of the Company are monetary in nature. As a result, interest rates have a more significant impact on the Company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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The Banks most significant form of market risk is
interest rate risk. The principal objectives of the Banks interest rate risk management are to evaluate the interest rate risk inherent in certain balance sheet accounts, determine the level of risk appropriate given its business strategy,
operating environment, capital and liquidity requirements and performance objectives, and manage the risk consistent with its established policies. The Bank has an Asset/Liability Committee, responsible for reviewing its asset/liability policies and
interest rate risk position, which meets quarterly and reports trends and interest rate risk position to the Executive Committee of the Board of Directors and the Board of Directors. The extent of the movement of interest rates is an uncertainty
that could have a negative impact on the earnings of the Bank. The Bank manages interest rate risk by:

| | (1) | maintaining a high quality securities portfolio that provides adequate liquidity and flexibility to take advantage of opportunities that may arise from fluctuations in market
interest rates, the overall maturity and duration of which is monitored in relation to the repricing of its loan portfolio;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                           
| | (2) | promoting lower cost liability accounts such as demand deposits and business repurchase accounts; and                                                                                                                                                                                                     

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| | (3) | using advances from the FHLB to better structure maturities of its interest rate sensitive liabilities.
| | --- | -------------------------------------------------------------------------------------------------------

The Banks market risk also includes equity price risk. The Banks common stock and mutual fund portfolio had gross unrealized gains of $4.08 million and gross unrealized losses of $159,000 at June 30, 2003 which are
included, net of taxes, in accumulated other comprehensive income, a separate component of the Banks capital. If equity security prices decline due to unfavorable market conditions or other factors, the Banks capital would
decrease.

The Banks investment policy authorizes it to be a party to financial instruments with off-balance sheet risk in the normal course of business to reduce its exposure to fluctuations
in interest rates. All counter-parties must be pre-approved by the Banks Executive Committee and reported to its Investment Committee. At June 30, 2003 the Bank had no derivative instruments.

Quantitative Aspects of Market Risk

The Company analyzes its interest rate sensitivity position to manage the risk associated with interest rate movements
through the use of balance sheet simulation. The matching of assets and liabilities may be analyzed by examining the extent to which such assets and liabilities are interest rate sensitive. 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 Companys goal is to manage asset and liability positions so as to moderate the effects
of interest rate fluctuations on net interest income. Balance sheet simulations are completed quarterly and presented to the Banks Asset/Liability Committee. The simulations provide an estimate of the impact of changes in interest rates on net
interest income under a range of assumptions.  The numerous assumptions used in the simulation process are reviewed by the Asset/Liability Committee on a quarterly basis. Changes to these assumptions can significantly effect the results of the
balance sheet simulation. The simulation incorporates assumptions regarding potential delays in the repricing of certain assets and liabilities when market rates change and changes in spreads between different market rates. The simulation analysis
incorporates managements current assessment of the risk that pricing margins will change adversely over time due to competition or other factors.

Simulation analysis is only an estimate of
the Companys interest rate risk exposure at a particular point in time. The Company continually reviews the potential effect changes in interest rates could have on the repayment of rate sensitive assets and funding requirements of rate
sensitive liabilities.

The table below sets forth an approximation of the Companys exposure as a percentage of estimated net interest income for the next twelve and twenty-four month periods
using balance sheet simulation. The simulation uses projected repricing of assets and liabilities at June 30, 2003 on the basis of contractual maturities, anticipated prepayments, and scheduled rate adjustments. Prepayment rates can have a
significant impact on the Companys balance sheet simulation. Because of the large percentage of loans, collateralized mortgage obligations and mortgage-backed securities held by the Company, rising or falling interest rates have a significant
impact on the prepayment speeds of the Companys earning assets, which in turn effect the Companys rate sensitivity position. When open-market interest rates rise, prepayments tend to slow. When open-market interest rates fall,
prepayments tend to rise. The Companys asset sensitivity would be reduced if prepayments slow, and vice versa. While the Bank believes such assumptions to be reasonable, there can be no assurance that assumed prepayment rates will approximate
actual future mortgage-backed security, collateralized mortgage obligation and loan repayment activity.

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##### Table of Contents

|                                  |  | Percentage Change in Estimated Net Interest Income Over |      
|--------------------------------- |  | ------------------------------------------------------- | -----
|                                  |  |                                                         |      
|                                  |  | 12 months                                               |      
|                                  |  |                                                         |      
|200 basis point increase in rates |  |                                                         | -1.13
|100 basis point decrease in rates |  |                                                         | -0.28

In past quarters, the Banks ALCO policy stated that the Bank has established acceptable levels of
interest rate risk as follows:

Projected Net Interest Income over the next twelve months will not be reduced by more than 10% given a change in interest rates of 200 basis points (+ or -)
over a one year horizon. This limit will be re-evaluated on a periodic basis (not less than annually) and may be modified, as appropriate.

Management believes that under the current rate
environment, a change of interest rates downward of 200 basis points is a highly remote interest rate scenario. Therefore Management modified the limit and a 100 basis point decrease in interest rates will be used for policy purposes rather than a
200 basis point decrease. This limit will be re-evaluated periodically and may be modified as appropriate.

The two hundred and one hundred basis point change in rates in the above table is
assumed to occur evenly over the next twelve months. Based on the scenario above, net income would be adversely affected (within the Banks internal guidelines) in both the twelve and twenty-four month periods in both a rising and declining
rate environment. For each percentage point change in net interest income, the effect on net income would be $516,000, assuming a 35% tax rate.

Item 4. Controls and Procedures.

Evaluation of disclosure controls and procedures

The Company evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of a date within 90 days of the filing date of this quarterly report. The Companys disclosure controls and
procedures are the Companys controls and other procedures that are designed to ensure that information required to be disclosed by the Company in the reports that are filed or submitted under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported, within the time periods specified in the Securities and Exchange Commissions rules and forms. Based on this evaluation, the Companys Chief Executive Officer and Chief Financial Officer have concluded
that these controls and procedures are effective.

Changes in internal controls

There have been no significant changes in the
Companys internal controls or in other factors that could significantly affect these controls subsequent to the date of the Companys evaluation, including any corrective actions with regard to significant deficiencies and material
weaknesses.

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##### Table of Contents

PART II. OTHER INFORMATION

Item 1.   Legal Proceedings.

Periodically, there have been various claims and lawsuits involving the Company,
such as claims to enforce liens, condemnation proceedings on properties in which the Company holds security interests, claims involving the making and servicing of real property loans and other issues incident to the Companys business. The
Company is not a party to any pending legal proceedings that it believes would have a material adverse effect on the consolidated financial condition or operations of the Company.

Item 2.   Changes in Securities and Use of Proceeds.

Not applicable.

Item 3.   Defaults Upon Senior Securities.

None.

Item 4.   Submission of Matters to a Vote of Security Holders.

|a. | An annual meeting of shareholders of the Company was held on May 12, 2003 (the Annual Meeting).                                                                                                                                                                                                          
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|b. | Not applicable.                                                                                                                                                                                                                                                                                            
|c. | There were 11,088,327 shares of Common Stock of the Company eligible to be voted at the Annual Meeting, and 9,616,610 shares were represented at the meeting by the holders thereof, which
constituted a quorum. The items voted upon at the Annual Meeting and the vote for each proposal were as follows:

| | 1. | Election of directors for a three-year term.
| | -- | --------------------------------------------

|Director Nominees Elected For Three-Year Term |  | For |           | Withheld | 
|--------------------------------------------- |  | --- | --------- | -------- | 
|                                              |  |     |           |          | 
|A. Paul Berte                                |  |     | 9,261,526 |          | 
|John D. LaBelle, Jr.                          |  |     | 9,340,692 |          | 
|Jon L. Norris                                 |  |     | 9,399,018 |          | 
|Laurence P. Rubinow                           |  |     | 9,348,739 |          | 
|Gregory S. Wolff                              |  |     | 9,260,621 |          | 

| | 2. | The ratification of the appointment of Deloitte & Touche LLP as independent auditors of Connecticut Bancshares, Inc. for the fiscal year ending December 31, 2003.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

|For       |  |  | Against |  |  | Abstain | 
|--------- |  |  | ------- |  |  | ------- | 
|          |  |  |         |  |  |         | 
|9,260,125 |  |  | 329,280 |  |  | 27,205  | 

|d. | Not applicable.
|-- | ---------------

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Item 5.    Other Information.

None.

Item 6.    Exhibits and Reports on Form 8-K.

| | (a)  | Exhibits                                                                       
| | ---- | -------------------------------------------------------------------------------
| |      |                                                                                
| | 3.1  | Certificate of Incorporation of Connecticut Bancshares, Inc. (1)               
| | 3.2  | Second Amended and Restated Bylaws of Connecticut Bancshares, Inc. (2)         
| | 4.0  | Stock Certificate of Connecticut Bancshares, Inc. (1)                          
| | 11.0 | Computation of Per Share Earnings (Incorporated by reference in Part I, hereto)
| | 31.0 | Certifications pursuant to Rule 13a  14(a)/15d  14(a)                        
| | 32.0 | Certifications pursuant to 18 U.S.C. Section 1350                              

| |     |                                                                                                                                                                               
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | Incorporated by reference into this document from the Exhibits filed with the Registration Statement on Form S-1, and any amendments thereto, Registration No.
333-90865.     
| | (2) | Incorporated by reference into this document from the Quarterly Report on Form 10-Q dated March 31, 2001 and filed with the Securities and Exchange Commission on May 4, 2001.
| |     |                                                                                                                                                                               
| | (b) | Reports on Form 8-K                                                                                                                                                           
| |     | On April 23, 2003, the Company furnished a Form 8-K to announce its financial results for the  quarter ended March 31, 2003.                                                  

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SIGNATURES

Pursuant to the requirements of the
Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

|                       | CONNECTICUT BANCSHARES, INC.
|---------------------- | ----------------------------
|                       |                             
|                       |                             
|Dated: August 12, 2003 |                             
|                       |                             
|                       |                             
|                       |                             
|                       |                             
|                       |                             
|Dated: August 12, 2003 |                             
|                       |                             
|                       |                             
|                       |                             

33