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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, 2002

OR

|[  ] | 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 34-0-25158                                                              
|-----------------------------------------------------------------------------------------------
|                                                                                               
|BANCORP CONNECTICUT, INC.                                                                      
|(Exact Name of Registrant as Specified in Its Charter)                                         
|                                                                                               
|Delaware                                                                                       
|(State or Other Jurisdiction of Incorporation
  or Organization)                               
|                                                                                               
|121 Main Street, Southington, Connecticut                                                 06489
|(Address of Principal Executive Offices)                                                       
|                                                                                               
|Registrant's Telephone Number, Including Area Code (860) 628-0351                              

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date.

Common stock, $1.00 par value - 5,178,220 shares as of August 8, 2002

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BANCORP CONNECTICUT, INC.

FORM 10-Q

INDEX

|PART I.                          | FINANCIAL INFORMATION                                                                                                                |   
|-------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------ | --
|Item 1.                          | Financial Statements                                                                                                                 |   
|                                 | Consolidated Condensed Statements of Condition as of
  June 30, 2002 (unaudited) and December 31, 2001                               | 3 
|                                 | Consolidated Condensed Statements of Income for the
  Three Months Ended June 30, 2002 and 2001 (unaudited)                          | 4 
|                                 | Consolidated Condensed Statements of Income for the
  Six Months Ended June 30, 2002 and 2001 (unaudited)                            | 5 
|                                 | Consolidated Condensed Statements of Changes in Shareholders'
  Equity for the Six Months Ended
  June 30, 2002 and 2001 (unaudited) | 6 
|                                 | Consolidated Condensed Statements of Cash Flows for the
  Six Months Ended June 30, 2002 and 2001 (unaudited)                        | 7 
|                                 | Notes to Consolidated Condensed Financial Statements (unaudited)                                                                     | 8 
|Item 2.                          | Management's Discussion and Analysis of Financial
  Condition and Results of Operations                                              | 13
|Item 3.                          | Quantitative and Qualitative Disclosures About Market Risk                                                                           | 25
|PART II.                         | OTHER INFORMATION                                                                                                                    |   
|Item 1.                          | Legal Proceedings                                                                                                                    | 26
|Item 2.                          | Changes in Securities and Use of Proceeds                                                                                            | 26
|Item 3.                          | Defaults Upon Senior Securities                                                                                                      | 26
|Item 4.                          | Submission of Matters to a Vote of Security Holders                                                                                  | 26
|Item 5.                          | Other Information                                                                                                                    | 26
|Item 6.                          | Exhibits and Reports on Form 8-K                                                                                                     | 27
|Signatures                       | 29                                                                                                                                  
|Certification of Periodic Report | 30                                                                                                                                  



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PART I.    FINANCIAL INFORMATION

Item 1.      Financial Statements

CONSOLIDATED CONDENSED STATEMENTS OF CONDITION
BANCORP CONNECTICUT, INC.

|(dollars in thousands, except per share data)                                                                                                        | June 30,
      2002 |  | December 31,
      2001
|---------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------- |  | -----------------------
|                                                                                                                                                    
|                                                                                                                                                     | (unaudited)         |  | (Note 1)               
|Assets                                                                                                                                               |                     |  |                        
|Cash and due from banks                                                                                                                              | $    16,606         |  | $     15,906           
|Federal funds sold                                                                                                                                   | 3,075               |  | 3,575                  
|                                                                                                                                                     |                     |  |                        
|Cash and cash equivalents                                                                                                                            | 19,681              |  | 19,481                 
|                                                                                                                                                     |                     |  |                        
|Securities available-for-sale (at market value)                                                                                                      | 285,433             |  | 289,420                
|Federal Home Loan Bank stock                                                                                                                         | 5,090               |  | 4,851                  
|Loans                                                                                                                                                | 351,743             |  | 340,105                
|Less:                                                                                                                                                |                     |  |                        
|Deferred loan fees                                                                                                                                   | (452)               |  | (556)                  
|Allowance for loan losses                                                                                                                            | (5,645)             |  | (6,029)                
|                                                                                                                                                     |                     |  |                        
|Net loans                                                                                                                                            | 345,646             |  | 333,520                
|                                                                                                                                                     |                     |  |                        
|Accrued income receivable                                                                                                                            | 4,455               |  | 3,882                  
|Deferred income taxes                                                                                                                                | 3,341               |  | 4,939                  
|Premises and equipment, net                                                                                                                          | 3,332               |  | 3,580                  
|Due from broker - unsettled security trades                                                                                                          | 1,113               |  | 670                    
|Foreclosed real estate and repossessed property, net                                                                                                 | -                   |  | 38                     
|Other assets                                                                                                                                         | 2,916               |  | 2,423                  
|                                                                                                                                                     |                     |  |                        
|Total assets                                                                                                                                         | $   671,007         |  | $    662,804           
|                                                                                                                                                     |                     |  |                        
|Liabilities and Shareholders' Equity                                                                                                                 |                     |  |                        
|Liabilities:                                                                                                                                         |                     |  |                        
|Deposits                                                                                                                                             | $   432,495         |  | $    415,737           
|Funds borrowed                                                                                                                                       | 167,730             |  | 163,773                
|Due to broker - unsettled security trades                                                                                                            | -                   |  | 17,695                 
|Other liabilities                                                                                                                                    | 9,252               |  | 9,316                  
|                                                                                                                                                     |                     |  |                        
|Total liabilities                                                                                                                                    | 609,477             |  | 606,521                
|                                                                                                                                                     |                     |  |                        
|Commitments and Contingencies                                                                                                                        | -                   |  | -                      
|                                                                                                                                                     |                     |  |                        
|Shareholders' equity:                                                                                                                                |                     |  |                        
|Preferred stock, no par value: authorized 1,000,000
           shares; none issued and outstanding                                                   | -                   |  | -                      
|Common stock, $1.00 par value: authorized 7,000,000
           shares; issued 6,120,406 shares in 2002 and 6,051,453
           shares in
      2001 | 6,120               |  | 6,051                  
|Additional paid-in capital                                                                                                                           | 21,050              |  | 20,352                 
|Retained earnings                                                                                                                                    | 47,956              |  | 45,888                 
|Accumulated other comprehensive loss                                                                                                                 | (616)               |  | (3,459)                
|Treasury stock, at cost: 942,186 shares in 2002 and
           921,806 shares in 2001                                                                | (12,980)            |  | (12,549)               
|                                                                                                                                                     |                     |  |                        
|Total shareholders' equity                                                                                                                           | 61,530              |  | 56,283                 
|                                                                                                                                                     |                     |  |                        
|Total liabilities and shareholders' equity                                                                                                           | $ 671,007           |  | $ 662,804              
|                                                                                                                                                     |                     |  |                        



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

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CONSOLIDATED CONDENSED STATEMENTS OF INCOME
BANCORP CONNECTICUT, INC.

|                                                                        | Three Months Ended
      June 30,
|----------------------------------------------------------------------- | ---------------------------------
|                                                                        |                                  
|(dollars in thousands, except per share data)                           | 2002                             
|                                                                       
|                                                                        | (unaudited)                      
|Interest income:                                                        |                                  
|Interest on loans,
      including fees                                 | $       5,903                    
|                                                                        |                                  
|Interest and dividends on investment
      securities:                  |                                  
|Interest income                                                         | 3,873                            
|Dividend income                                                         | 367                              
|Interest on trading account                                             | -                                
|                                                                        |                                  
|                                                                        | 4,240                            
|                                                                        |                                  
|Interest on Federal funds sold                                          | 2                                
|Other interest and dividends                                            | 48                               
|                                                                        |                                  
|Total interest income                                                   | 10,193                           
|                                                                        |                                  
|Interest expense:                                                       |                                  
|Savings deposits                                                        | 356                              
|Time deposits                                                           | 1,654                            
|NOW accounts                                                            | 150                              
|                                                                        |                                  
|                                                                        | 2,160                            
|Interest on borrowed money                                              | 2,129                            
|                                                                        |                                  
|Total interest expense                                                  | 4,289                            
|                                                                        |                                  
|Net interest income                                                     | 5,904                            
|Provision for loan losses                                               | 400                              
|                                                                        |                                  
|Net interest income after
      provision for loan
              losses | 5,504                            
|                                                                        |                                  
|Noninterest income:                                                     |                                  
|Net securities (losses) gains                                           | (428)                            
|Net trading account gains                                               | 4                                
|Service charges on deposit accounts                                     | 343                              
|Gains on sales of loans, originated for sale                            | 138                              
|Call options premiums                                                   | 47                               
|Brokerage servicing fees                                                | 95                               
|Other                                                                   | 165                              
|                                                                        |                                  
|Total noninterest income                                                | 364                              
|                                                                        |                                  
|Noninterest expense:                                                    |                                  
|Salaries and employee benefits                                          | 1,918                            
|Furniture and equipment                                                 | 272                              
|Net occupancy                                                           | 164                              
|Data processing                                                         | 181                              
|Advertising                                                             | 25                               
|Merger-related                                                          | 401                              
|Other                                                                   | 491                              
|                                                                        |                                  
|Total noninterest expense                                               | 3,452                            
|                                                                        |                                  
|Income before income taxes                                              | 2,416                            
|Provision for income taxes                                              | 838                              
|                                                                        |                                  
|Net income                                                              | $       1,578                    
|                                                                        |                                  
|Average common shares outstanding:                                      |                                  
|Basic                                                                   | 5,171,848                        
|Diluted                                                                 | 5,529,551                        
|Net income per common share:                                            |                                  
|Basic                                                                   | $         0.31                   
|Diluted                                                                 | $         0.29                   
|                                                                        |                                  
|Cash dividend per share                                                 | $        0.19                    

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

---

CONSOLIDATED CONDENSED STATEMENTS OF INCOME
BANCORP CONNECTICUT, INC.

|                                                          | Six Months Ended
      June 30,
|--------------------------------------------------------- | -------------------------------
|                                                         
|                                                          |                                
|(dollars in thousands, except per share data)             | 2002                           
|                                                         
|                                                          | (unaudited)                    
|Interest income:                                          |                                
|Interest on loans, including fees                         | $   11,863                     
|                                                          |                                
|Interest and dividends on investment
      securities:    |                                
|Interest income                                           | 7,619                          
|Dividend income                                           | 836                            
|Interest on trading account                               | -                              
|                                                          |                                
|                                                          | 8,455                          
|                                                          |                                
|Interest on Federal funds sold                            | 8                              
|Other interest and dividends                              | 94                             
|                                                          |                                
|Total interest income                                     | 20,420                         
|                                                          |                                
|Interest expense:                                         |                                
|Savings deposits                                          | 711                            
|Time deposits                                             | 3,415                          
|NOW accounts                                              | 320                            
|                                                          |                                
|                                                          | 4,446                          
|Interest on borrowed money                                | 4,240                          
|                                                          |                                
|Total interest expense                                    | 8,686                          
|                                                          |                                
|Net interest income                                       | 11,734                         
|Provision for loan losses                                 | 400                            
|                                                          |                                
|Net interest income after
      provision for loan losses | 11,334                         
|                                                          |                                
|Noninterest income:                                       |                                
|Net securities (losses) gains                             | (505)                          
|Net trading account gains                                 | 24                             
|Service charges on deposit accounts                       | 649                            
|Gains on sales of loans, originated for sale              | 340                            
|Call options premiums                                     | 175                            
|Brokerage servicing fees                                  | 198                            
|Other                                                     | 344                            
|                                                          |                                
|Total noninterest income                                  | 1,225                          
|                                                          |                                
|Noninterest expense:                                      |                                
|Salaries and employee benefits                            | 3,759                          
|Furniture and equipment                                   | 538                            
|Net occupancy                                             | 323                            
|Data processing                                           | 362                            
|Advertising                                               | 180                            
|Merger-related                                            | 401                            
|Other                                                     | 1,075                          
|                                                          |                                
|Total noninterest expense                                 | 6,638                          
|                                                          |                                
|Income before income taxes                                | 5,921                          
|Provision for income taxes                                | 1,891                          
|                                                          |                                
|Net income                                                | $     4,030                    
|                                                          |                                
|Average common shares outstanding:                        |                                
|Basic                                                     | 5,166,200                      
|Diluted                                                   | 5,490,631                      
|Net income per common share:                              |                                
|Basic                                                     | $      0 .78                   
|Diluted                                                   | $       0.73                   
|                                                          |                                
|Cash dividend per share                                   | $       0.38                   

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

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CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
BANCORP CONNECTICUT, INC.
(unaudited)

|(dollars in thousands, except per share data)                                      |  | Common
      Stock |  | Additional
      Paid-In
      Capital |  | Retained
      Earnings |  | Accumulated
      Other
      Comprehensive
      Loss |  | Treasury
      Stock |  | Total
      Shareholders'
      Equity
|---------------------------------------------------------------------------------- |  | ------------------ |  | -------------------------------------- |  | ----------------------- |  | ------------------------------------------------------ |  | -------------------- |  | --------------------------------------
|                                                                                  
|Balance, December 31, 2000                                                         |  | $    5,896         |  | $   18,872                             |  | $ 41,699                |  | $     (5,278)                                          |  | $    (8,873)         |  | $    52,316                           
|                                                                                   |  |                    |  |                                        |  |                         |  |                                                        |  |                      |  |                                       
|Net income                                                                         |  | -                  |  | -                                      |  | 4,536                   |  | -                                                      |  | -                    |  | 4,536                                 
|Decrease in net unrealized loss on
           securities
       available-for-sale |  | -                  |  | -                                      |  | -                       |  | 2,542                                                  |  | -                    |  | 2,542                                 
|                                                                                   |  |                    |  |                                        |  |                         |  |                                                        |  |                      |  |                                       
|Total comprehensive income                                                         |  |                    |  |                                        |  |                         |  |                                                        |  |                      |  | 7,078                                 
|                                                                                   |  |                    |  |                                        |  |                         |  |                                                        |  |                      |  |                                       
|Stock options exercised (60,341
      shares)                                      |  | 61                 |  | 478                                    |  | -                       |  | -                                                      |  | -                    |  | 539                                   
|Cash dividends declared ($0.37 per share)                                          |  | -                  |  | -                                      |  | (1,911)                 |  | -                                                      |  | -                    |  | (1,911)                               
|Treasury stock purchased (135,170 shares)                                          |  | -                  |  | -                                      |  | -                       |  | -                                                      |  | (2,453)              |  | (2,453)                               
|Tax benefits related to common stock options
           exercised                  |  | -                  |  | 170                                    |  | -                       |  | -                                                      |  | -                    |  | 170                                   
|                                                                                   |  |                    |  |                                        |  |                         |  |                                                        |  |                      |  |                                       
|                                                                                   |  |                    |  |                                        |  |                         |  |                                                        |  |                      |  |                                       
|Balance, June 30, 2001                                                             |  | $   5,957          |  | $   19,520                             |  | $ 44,324                |  | $        (2,736)                                       |  | $   (11,326)         |  | $    55,739                           
|                                                                                   |  |                    |  |                                        |  |                         |  |                                                        |  |                      |  |                                       
|                                                                                   |  |                    |  |                                        |  |                         |  |                                                        |  |                      |  |                                       
|Balance, December 31, 2001                                                         |  | $   6,051          |  | $   20,352                             |  | $   45,888              |  | $       (3,459)                                        |  | $   (12,549)         |  | $    56,283                           
|                                                                                   |  |                    |  |                                        |  |                         |  |                                                        |  |                      |  |                                       
|Net income                                                                         |  | -                  |  | -                                      |  | 4,030                   |  | -                                                      |  | -                    |  | 4,030                                 
|Decrease in net unrealized loss on
           securities available-for-sale        |  | -                  |  | -                                      |  | -                       |  | 2,885                                                  |  | -                    |  | 2,885                                 
|Minimum pension liability adjustment                                               |  | -                  |  | -                                      |  | -                       |  | (42)                                                   |  | -                    |  | (42)                                  
|                                                                                   |  |                    |  |                                        |  |                         |  |                                                        |  |                      |  |                                       
|Total comprehensive income                                                         |  |                    |  |                                        |  |                         |  |                                                        |  |                      |  | 6,873                                 
|                                                                                   |  |                    |  |                                        |  |                         |  |                                                        |  |                      |  |                                       
|Stock options exercised (68,953 shares)                                            |  | 69                 |  | 487                                    |  | -                       |  | -                                                      |  | -                    |  | 556                                   
|Cash dividends declared ($0.38 per share)                                          |  | -                  |  | -                                      |  | (1,962)                 |  | -                                                      |  | -                    |  | (1,962)                               
|Treasury stock purchased (20,380 shares)                                           |  | -                  |  | -                                      |  | -                       |  | -                                                      |  | (431)                |  | (431)                                 
|Tax benefits related to common stock options
          exercised                   |  | -                  |  | 211                                    |  | -                       |  | -                                                      |  | -                    |  | 211                                   
|                                                                                   |  |                    |  |                                        |  |                         |  |                                                        |  |                      |  |                                       
|                                                                                   |  |                    |  |                                        |  |                         |  |                                                        |  |                      |  |                                       
|Balance, June 30, 2002                                                             |  | $   6,120          |  | $   21,050                             |  | $   47,956              |  | $           (616)                                      |  | $   (12,980)         |  | $    61,530                           
|                                                                                   |  |                    |  |                                        |  |                         |  |                                                        |  |                      |  |                                       

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

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CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
BANCORP CONNECTICUT, INC.

|                                                                                                  | Six Months Ended
      June 30,
|------------------------------------------------------------------------------------------------- | -------------------------------
|                                                                                                  |                                
|(in thousands)                                                                                    | 2002                           
|                                                                                                 
|                                                                                                  | (unaudited)                    
|Cash flows from operating activities:                                                             |                                
|Net income                                                                                        | $             4,030            
|                                                                                                  |                                
|Adjustments to reconcile net income to net
      cash provided
          by operating activities: |                                
|Amortization of bond premiums
      (accretion of discounts), net                                 | (237)                          
|Deferred income tax provision                                                                     | 44                             
|Provision for loan losses                                                                         | 400                            
|Gain on sale of foreclosed real
      estate and repossessed property                             | (82)                           
|Gains on sales of loans,
      originated for sale                                                | (340)                          
|Proceeds from sales of loans,
      originated for sale                                           | 19,346                         
|Loans originated for sale                                                                         | (18,023)                       
|Amortization of deferred loan
      points                                                        | (120)                          
|Net securities losses (gains)                                                                     | 505                            
|Net trading account gains                                                                         | (24)                           
|Depreciation and amortization                                                                     | 389                            
|Decrease (increase) in trading
      account                                                      | 24                             
|(Increase) decrease in accrued
      income receivable                                            | (573)                          
|Decrease (increase) in other
      assets                                                         | 220                            
|Increase (decrease) in other
      liabilities                                                    | 1,135                          
|                                                                                                  |                                
|Total adjustments                                                                                 | 2,664                          
|                                                                                                  |                                
|Net cash provided by operating
      activities                                                   | 6,694                          
|                                                                                                  |                                
|Cash flows from investing activities:                                                             |                                
|Purchases of securities available-for-sale                                                        | (79,416)                       
|Proceeds from sales of securities
      available-for-sale                                        | 49,401                         
|Proceeds from maturities of securities
      available-for-sale                                   | 2,000                          
|Paydowns on mortgage-backed securities                                                            | 17,465                         
|(Purchases) redemptions of Federal Home Loan Bank stock,
      net                                | (239)                          
|(Originations) repayment of loans, net                                                            | (13,538)                       
|Purchases of premises and equipment, net                                                          | (138)                          
|Proceeds from sales of foreclosed real estate and
      repossessed property, net                 | 213                            
|                                                                                                  |                                
|Net cash (used for) provided by
      investing activities                                        | (24,252)                       
|                                                                                                  |                                
|Cash flows from financing activities:                                                             |                                
|Net increase (decrease) in time deposits                                                          | 7,492                          
|Net increase in other deposits                                                                    | 9,266                          
|Net increase in Federal funds purchased and repurchase
      agreements                           | 4,021                          
|Proceeds from Federal Home Loan Bank borrowings                                                   | 10,000                         
|Repayment of Federal Home Loan Bank borrowings                                                    | (10,064)                       
|Proceeds from exercise of stock options                                                           | 466                            
|Repurchase of common stock                                                                        | (431)                          
|Cash dividends paid                                                                               | (2,992)                        
|                                                                                                  |                                
|Net cash provided by (used for)
      financing activities                                        | 17,758                         
|                                                                                                  |                                
|Net increase (decrease) in cash
      and cash equivalents                                        | 200                            
|Cash and cash equivalents at beginning of period                                                  | 19,481                         
|                                                                                                  |                                
|Cash and cash equivalents at end of period                                                        | $          19,681              
|                                                                                                  |                                
|Noncash Investing and Financing Activities:                                                       |                                
|Decrease in net unrealized loss on securities
      available-for-sale                            | $           2,885              
|Transfer of loans to foreclosed real
      estate/repossessed property                            | 93                             

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

---



NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)
BANCORP CONNECTICUT, INC.

Note 1 - Basis of Presentation

The consolidated condensed financial statements of Bancorp Connecticut, Inc. (the "Company") include the accounts of its wholly owned subsidiary, Southington Savings Bank (the "Bank").  In the state of Connecticut, the Bank operates four branches in Southington, including a limited service facility, and three additional branch offices in Cheshire, Kensington and Wallingford.  The Cheshire and Kensington branches were opened in April 2001.  The Bank has three subsidiaries located in Southington, Connecticut: BCI Financial Corporation ("BCIF"), SSB Mortgage Corporation ("SSBM") and SSB Insurance Services, Inc. ("SSBI").  BCIF is an indirect auto finance subsidiary.  SSBM is a passive investment company formed to take advantage of changes in Connecticut state tax statutes.  SSBI earns commissions on consumer and business insurance coverage referrals through a joint marketing agreement with an insurance agency.  The Bank's primary source of revenue is providing loans to commercial and consumer customers.  In July 2001, the Bank effected the change of its charter from a savings bank to a commercial bank, as approved by the Connecticut Banking Commissioner on May 9, 2001.  This change was made in order to more closely reflect how the Bank presently conducts its banking operations.  All significant intercompany balances and transactions have been eliminated in consolidation.

On April 11, 2002, the Company announced that it had signed a definitive agreement with Banknorth Group, Inc. ("Banknorth") under which Banknorth will acquire the Company for $28.00 per share in cash.  Banknorth is a commercial banking company headquartered in Portland, Maine.  The proposed transaction is subject to all required regulatory approvals, the approval by shareholders of the Company and other customary conditions.  The proposed transaction is expected to close in the third quarter of 2002.  Certain merger costs will be incurred by the Company prior to the expected closing date.  As of July 25, 2002, all regulatory approvals have been obtained.  The Company's shareholders will consider and vote on the approval of the merger at the Company's annual meeting of shareholders to be held on August 15, 2002.

The consolidated condensed statement of condition as of June 30, 2002, the consolidated condensed statements of income for the three and six month periods ended June 30, 2002 and 2001, and the consolidated condensed statements of changes in shareholders' equity and consolidated condensed statements of cash flows for the six month periods ended June 30, 2002 and 2001 have been prepared by the Company without audit.  Certain amounts for prior periods have been reclassified to conform to the current period presentation.

In the opinion of management, the financial statements have been prepared in conformity with generally accepted accounting principles for interim financial statements and include all adjustments necessary to present fairly the financial position of the Company as of June 30, 2002 and the results of operations for the three and six month periods ended June 30, 2002 and 2001, and the changes in shareholders' equity and cash flows for the six month periods ended June 30, 2002 and 2001. Results of operations for the three and six month periods ended June 30, 2002 are not necessarily indicative of results for any other period.

The statement of condition as of December 31, 2001, which has been included for comparative purposes, has been condensed from the audited statements for the year then ended.  Certain information and footnote disclosures normally included in financial statements presented in accordance with generally accepted accounting principles have been condensed or omitted.  These consolidated condensed financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 2001.

In July 2001, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards No. 141 "Business Combinations" ("SFAS 141") and No. 142 "Goodwill and Other Intangible Assets" ("SFAS 142") which are effective July 1, 2001 and January 1, 2002, respectively, for the Company.  SFAS 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001.  Under SFAS 142, amortization of goodwill, including goodwill recorded in past business combinations, will discontinue upon adoption of this standard.  The Company was required to test for impairment any goodwill and intangible assets subsequent to their initial recognition in accordance with the provisions of SFAS 142.  The adoption of SFAS 141 and 142 had no impact on the Company's results of operations or its financial position because the Company had no recent business combinations and presently does not have any recorded goodwill or other related intangible assets subject to the provisions of SFAS 142.



Note 2 - Securities

The amortized cost, gross unrealized gains and losses and estimated fair values of securities available-for-sale were as follows:

|                                                | June 30, 2002
|----------------------------------------------- | -------------
|                                                |              
|                                                |              
|                                                |              
|                                                |              
|                                                |              
|United States Government and agency obligations |              
|Municipal bonds                                 |              
|Corporate bonds                                 |              
|Federal agency mortgage-backed securities       |              
|Capital trust preferreds                        |              
|Money market preferreds                         |              
|Marketable equity securities                    |              
|Mutual funds - broker                           |              
|Mutual funds - other                            |              
|                                                |              
|Total                                           |              
|                                                |              



|                                                | December 31, 2001
|----------------------------------------------- | -----------------
|                                                |                  
|                                                |                  
|                                                |                  
|                                                |                  
|                                                |                  
|United States Government and agency obligations |                  
|Municipal bonds                                 |                  
|Corporate bonds                                 |                  
|Federal agency mortgage-backed securities       |                  
|Capital trust preferreds                        |                  
|Money market preferreds                         |                  
|Marketable equity securities                    |                  
|Mutual funds - broker                           |                  
|Mutual funds - other                            |                  
|                                                |                  
|Total                                           |                  
|                                                |                  



Note 3 - Loans

The composition of the loan portfolio was as follows:

|                          | June 30,
      2002 |  | December 31,
      2001
|------------------------- | ------------------- |  | -----------------------
|                          |                     |  |                        
|                          | (in thousands)     
|                          |                     |  |                        
|Commercial                | $        89,149     |  | $        90,830        
|Commercial real estate    | 55,928              |  | 53,338                 
|Residential real estate   | 101,472             |  | 107,791                
|Real estate construction  | 12,199              |  | 5,379                  
|Consumer                  | 92,995              |  | 82,767                 
|                          |                     |  |                        
|                          | 351,743             |  | 340,105                
|Less:                     |                     |  |                        
|Deferred loan fees        | (452)               |  | (556)                  
|Allowance for loan losses | (5,645)             |  | (6,029)                
|                          |                     |  |                        
|Total loans               | $      345,646      |  | $      333,520         
|                          |                     |  |                        



Note 4 - Allowance for Loan Losses

Changes in the allowance for loan losses were as follows:

|                           | Six Months Ended
      June 30,
|-------------------------- | -------------------------------
|                           |                                
|                           | 2002                           
|                           |                                
|                           | (in thousands)                 
|                           |                                
|Balance, beginning of year | $           6,029              
|Provision for loan losses  | 400                            
|Loans charged-off          | (929)                          
|Recoveries                 | 145                            
|                           |                                
|Balance, end of period     | $          5,645               
|                           |                                



Note 5 - Nonperforming Assets

The balances of nonperforming assets were as follows:

|                                                                              | June 30,
      2002    |  | December 31,
      2001
|----------------------------------------------------------------------------- | ---------------------- |  | -----------------------
|                                                                              |                        |  |                        
|                                                                              | (dollars in thousands)
|Nonaccrual loans:                                                             |                        |  |                        
|Commercial                                                                    | $              537     |  | $                70    
|Commercial real estate                                                        | 43                     |  | 53                     
|Residential real estate                                                       | 125                    |  | 221                    
|Consumer                                                                      | 114                    |  | 23                     
|                                                                              |                        |  |                        
|Total nonaccrual loans                                                        | 819                    |  | 367                    
|Accruing loans past due 90 days or more                                       | -                      |  | -                      
|                                                                              |                        |  |                        
|Total nonperforming loans                                                     | 819                    |  | 367                    
|Foreclosed real estate, net                                                   | -                      |  | 30                     
|Repossessed automobiles                                                       | -                      |  | 8                      
|                                                                              |                        |  |                        
|Total nonperforming assets                                                    | $             819      |  | $             405      
|                                                                              |                        |  |                        
|                                                                              |                        |  |                        
|Nonperforming loans as a percentage of total loans                            | 0.23%                  |  | 0.11%                  
|                                                                              |                        |  |                        
|                                                                              |                        |  |                        
|Nonperforming assets as a percentage of total assets                          | 0.12%                  |  | 0.06%                  
|                                                                              |                        |  |                        
|                                                                              |                        |  |                        
|Restructured
      loans in compliance with modified terms not
included above | $ 455                  |  | $ 464                  
|                                                                              |                        |  |                        



Note 6 - Deposits

Deposits consisted of the following:

|                                            | June
      30,
      2002 |  | December 31,
      2001
|------------------------------------------- | ------------------------- |  | -----------------------
|                                            |                           |  |                        
|                                            | (in thousands)           
|                                           
|Noninterest-bearing demand deposits         | $     52,302              |  | $     48,516           
|NOW accounts                                | 60,734                    |  | 64,362                 
|Regular savings                             | 85,062                    |  | 78,500                 
|Money market savings                        | 44,634                    |  | 42,088                 
|Certificates of deposit - under $100,000    | 142,495                   |  | 139,046                
|Certificates of deposit - $100,000 and over | 46,681                    |  | 42,951                 
|Club accounts                               | 587                       |  | 274                    
|                                            |                           |  |                        
|Total                                       | $    432,495              |  | $    415,737           
|                                            |                           |  |                        



Note 7 - Funds Borrowed

Funds borrowed consisted of the following:

|                                                       | June 30,
      2002 |  | December 31,
      2001
|------------------------------------------------------ | ------------------- |  | -----------------------
|                                                       |                     |  |                        
|                                                       | (in thousands)     
|                                                       |                     |  |                        
|Federal funds purchased                                | $        3,500      |  | $        1,725         
|Securities sold under repurchase agreements - Broker   | 62,600              |  | 55,100                 
|Securities sold under repurchase agreements - Customer | 6,895               |  | 12,148                 
|                                                       |                     |  |                        
|                                                       | 72,995              |  | 68,973                 
|Federal Home Loan Bank advances                        | 94,735              |  | 94,800                 
|                                                       |                     |  |                        
|Total                                                  | $     167,730       |  | $     163,773          
|                                                       |                     |  |                        



Note 8 - Per Common Share Data

Basic earnings per share is computed using the weighted average common shares outstanding during the periods presented.  The computation of diluted earnings per share is similar to the computation of basic earnings per share except the denominator is increased to include the number of additional common shares that would have been outstanding if dilutive potential common shares had been issued.  The shares used in the computations for the three and six-month periods ended June 30, 2002 and 2001 were as follows:

|                                 | Three Months Ended
      June 30, |  | Six Months Ended
      June 30,
|-------------------------------- | --------------------------------- |  | -------------------------------
|                                 |                                   |  |                                
|                                 | 2002                              |  | 2001                           
|                                 |                                   |  |                                
|Basic                            | 5,171,848                         |  | 5,129,690                      
|Effect of dilutive stock options | 357,703                           |  | 297,038                        
|                                 |                                   |  |                                
|Diluted                          | 5,529,551                         |  | 5,426,728                      
|                                 |                                   |  |                                



Note 9 - Shareholders' Equity

The following table presents the components and related tax effects allocated to other comprehensive loss for the six-month period ended June 30, 2002:

|                                                                            | Before
      Tax
      Amount |  | Tax
      (Benefit)
      Expense |  | Net
      of Tax
      Amount
|--------------------------------------------------------------------------- | ----------------------------- |  | --------------------------------- |  | -----------------------------
|                                                                            |                               |  |                                   |  |                              
|                                                                            | (in thousands)               
|                                                                           
|Net unrealized gains on securities arising
        during the period        | $    3,934                    |  | $    1,377                        |  | $    2,557                   
|Less: reclassification adjustment for losses realized
        in net income | (505)                         |  | (177)                             |  | (328)                        
|                                                                            |                               |  |                                   |  |                              
|Net unrealized gains on securities                                          | $    4,439                    |  | $    1,554                        |  | $ 2,885                      
|                                                                            |                               |  |                                   |  |                              

The following table presents the components and related tax effects allocated to other comprehensive loss for the six-month period ended June 30, 2001:

|                                                                           | Before
      Tax
      Amount |  | Tax
      Expense |  | Net
      Of Tax
      Amount
|-------------------------------------------------------------------------- | ----------------------------- |  | ----------------- |  | -----------------------------
|                                                                           |                               |  |                   |  |                              
|                                                                           | (in thousands)               
|                                                                           |                               |  |                   |  |                              
|Net unrealized gains on securities arising
        during the period       | $   4,226                     |  | $   1,437         |  | $   2,789                    
|Less: reclassification adjustment for gains realized
        in net income | 375                           |  | 128               |  | 247                          
|                                                                           |                               |  |                   |  |                              
|Net unrealized gains on securities                                         | $   3,851                     |  | $   1,309         |  | $   2,542                    
|                                                                           |                               |  |                   |  |                              

In April 2000, the Company's Board of Directors voted to authorize a new share-buyback program of up to 5% (262,000) of its then outstanding shares of common stock over the next year.  In April 2001, this share-buyback program was terminated in accordance with its terms.  Pursuant to that program, the Company purchased 101,000 shares of its outstanding shares of common stock at an average price of $15.24 per share, or 1.9% of its outstanding shares as of April 2000 and April 2001.

In April 2001, the Company's Board of Directors voted to authorize a new share-buyback program of up to 10% (515,000) of its then outstanding shares of common stock over the next year.  In April 2002, this share-buyback program was terminated in accordance with its terms.  Pursuant to that program, the Company purchased 185,350 shares of its outstanding shares of common stock at an average price of $18.95 per share, or 3.6% of its outstanding shares as of April 2001 and April 2002.  In light of the aforementioned definitive agreement between Banknorth Group, Inc. and the Company, the Company has not instituted another share-buyback program.



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

COMPARISON OF THE THREE AND SIX MONTH PERIODS
ENDED JUNE 30, 2002 AND 2001

The following discussion and analysis presents a review of the financial condition and results of operations of Bancorp Connecticut, Inc. (the "Company").  Since Southington Savings Bank (the "Bank") is the sole subsidiary of the Company, the Company's earnings and financial condition are predicated almost entirely on the performance of the Bank.  This review should be read in conjunction with the consolidated condensed financial statements and other financial data presented elsewhere herein.

On April 11, 2002, the Company announced that it had signed a definitive agreement with Banknorth Group, Inc. ("Banknorth") under which Banknorth will acquire the Company for $28.00 per share in cash.  Banknorth is a commercial banking company headquartered in Portland, Maine.  The proposed transaction is subject to all required regulatory approvals, the approval by shareholders of the Company and other customary conditions.  The proposed transaction is expected to close in the third quarter of 2002.  Certain merger costs will be incurred by the Company prior to the expected closing date.  As of July 25, 2002, all regulatory approvals have been obtained.  The Company's shareholders will consider and vote on the approval of the merger at the Company's annual meeting of shareholders to be held on August 15, 2002.

Changes in Financial Condition

Investments - Securities available-for-sale decreased $3,987,000 or 1.4% to $285,433,000 as of June 30, 2002 from $289,420,000 as of December 31, 2001.  Activity in the investment portfolio is undertaken primarily to improve net interest income, over time, by taking advantage of market conditions to enhance returns on these investments.  Proceeds from maturities and sales (excluding net realized losses) and pay-downs on Federal agency mortgage-backed securities net of purchases of securities amounted to $8,663,000.  Net sales of marketable equity securities (excluding net realized losses) amounted to $7,615,000 during this period as proceeds from sales were reinvested in short-term investments in contemplation of the aforementioned merger.  Net unrealized losses (excluding the income tax benefits) in the securities portfolio totaled $883,000 as of June 30, 2002, a decrease of $4,439,000, compared to unrealized losses of $5,322,000 as of December 31, 2001.  This decrease in net unrealized losses of $4,439,000 was primarily a result of lower long-term interest rates as of June 30, 2002 compared to December 31, 2001 and the resultant impact on the values of the Federal agency mortgage-backed securities and the bond portfolios.

As of June 30, 2002, $24,700,000 of the securities portfolio was comprised of money market preferred stocks.  These securities are highly liquid, generally reprice every 49 days and are subject to the tax advantages of the Federal dividends received deduction in 2002 and 2001.  In addition, $19,789,000 of the securities portfolio consisted of U.S. Government and Federal agency par value mutual funds that are available for withdrawal on a daily basis.

Loans - Loans increased $11,638,000 or 3.4% to $351,743,000 as of June 30, 2002 from $340,105,000 as of  December 31, 2001 primarily as a result of an increase in consumer loans.  Consumer loans, which represented 26.4% of the loan portfolio as of quarter-end, increased $10,228,000 or 12.4% mainly due to loans closed by BCIF, the Bank's auto loan financing subsidiary.  Residential real estate loans, which represented 28.9% of the loan portfolio as of June 30, 2002, decreased by $6,319,000 or 5.9%.  Of this decrease, $1,810,000 was attributable to residential real estate loans held for sale.  The Bank's primary focus with respect to residential real estate loans continues to be origination for sale, on a servicing released basis, or referral to third parties.  Real estate construction loans increased $6,820,000 or 126.8% primarily in the commercial construction category.  Commercial loans and commercial real estate loans, which represented 41.3% of the loan portfolio as of June 30, 2002, remained relatively constant, as compared to December 31, 2001, reflecting an increase of $909,000 or 0.6%.

Deposits - Total deposits increased $16,758,000 or 4.0% to $432,495,000 as of June 30, 2002 from $415,737,000 as of December 31, 2001.  Core deposit categories reflected a net increase of $9,266,000 or 4.0%, due to higher regular savings, money market savings and noninterest-bearing demand deposit account balances of $6,562,000, $2,546,000 and $3,786,000, respectively, partially offset by lower NOW account balances of $3,628,000.  This core deposit increase was supplemented by a rise in certificates of deposit and club accounts of $7,492,000 or 4.1%.

Borrowings - Funds borrowed increased $3,957,000 or 2.4% from 163,773,000 as of December 31, 2001 to $167,730,000 as of June 30, 2002.  Federal funds purchased and securities sold under agreements to repurchase increased $4,022,000 or 5.8% to $72,995,000 as of June 30, 2002 from $68,973,000 as of December 31, 2001.  Increases in repurchase agreements to broker/dealers and Federal funds purchased of $7,500,000 and $1,775,000, respectively, were partially offset by a decrease in repurchase agreements to customers of $5,253,000.  The increase in repurchase agreements to broker/dealers reflects the funding of unsettled security purchases as of December 31, 2001. Advances from the Federal Home Loan Bank of Boston (the "FHLB") of $94,735,000 remained relatively constant as compared to the year-end 2001 balance of $94,800,000.  FHLB advances and broker/dealer repurchase agreements (i.e. borrowings) are used primarily to match certain loan originations and security purchases, to manage the maturities of interest-bearing liabilities, and to meet certain short-term liquidity needs as part of the Bank's overall asset/liability management strategy.

Changes in Results of Operations

Earnings - Net income for the quarter ended June 30, 2002 was $1,578,000 or $0.29 per diluted share compared to $2,205,000 or $0.41 per diluted share for the second quarter of 2001, a decrease of 29.3% on a per share basis.  An increase in net interest income was more than offset by net security losses in 2002 versus gains in 2001, a higher provision for loan losses and merger-related expenses.  The annualized return on average assets for the quarter ended June 30, 2002 was 0.95% compared to 1.45% for the same quarter last year while the return on average equity was 10.58% compared to 15.82% the previous year mainly due to the lower level of earnings.

Net income for the six months ended June 30, 2002 was $4,030,000 or $0.73 per diluted share compared to $4,536,000 or $0.84 per diluted share for the same period in 2001, a decrease of 13.1% on a per share basis.  An increase in net interest income was more than offset by net security losses in 2002 versus gains in 2001, a higher provision for loan losses and merger-related expenses.  The annualized return on average assets was 1.22% for the six months ended June 30, 2002 compared to 1.47% for the same period in 2001 while the return on average equity was 13.70% compared to 16.51% for the prior year period.  The decrease in the return on average assets and equity were due primarily to the lower level of earnings.

Net Interest Income - Net interest income, the difference between interest earned on interest-earning assets and interest expense incurred on interest-bearing liabilities, is a significant component of the Company's consolidated condensed statements of income.  Net interest income is affected by changes in the volumes of and rates on interest- earning assets and interest-bearing liabilities, the volume of interest-earning assets funded with noninterest-bearing deposits and shareholders' equity, and the level of nonperforming assets.

Average interest-earning assets increased by $54,412,000 or 9.2% to $645,469,000 for the three months ended June 30, 2002 from $591,057,000 for the same quarter in 2001 mainly as a result of an increase in the loan and invested funds portfolios of $32,445,000 and $21,645,000, respectively, which were funded primarily by an inflow of funds from core deposits.

For the three months ended June 30, 2002, net interest income of $6,083,000, on a tax equivalent basis, increased $602,000 or 11.0% compared to the $5,481,000 for the same period in 2001.  This increase is the result of the effect of a higher level of average interest-earning assets of $54,412,000 for the quarter ended June 30, 2002 as compared to the same period in 2001 coupled with a 6 basis point rise in the net interest margin between the two quarterly periods. Average noninterest-bearing demand deposits, which increased by $5,873,000 or 14.2% during the second quarter of 2002 compared to the same quarter in 2001, helped reduce the average cost of funds and thus had a positive effect on net interest income.

The ratio of net interest income, on a tax equivalent basis, to average interest-earning assets (net interest margin) was 3.77% for the quarter ended June 30, 2002 compared to 3.71% for the same period in 2001.  The interest rate spread, the difference between the average interest rate on earning assets and interest-bearing liabilities, on a tax equivalent basis, was 3.31% in 2002 compared to 3.06% in 2001.  Average yields on interest-earning assets declined 106 basis points while the overall interest rate on interest-bearing liabilities decreased 131 basis points between the two three-month periods.  The greater decrease in the interest rate on interest-bearing liabilities primarily reflects the continued repricing of certificates of deposit in a lower interest rate environment without essentially any further drop in the market rates of interest, including the prime rate.  It is not anticipated that future periods will benefit as much from the repricing of certificates of deposit since the majority of the certificates of deposit portfolio has already repriced at current market rates.

Average interest-earning assets increased by $40,517,000 or 6.8% to $640,767,000 for the six months ended June 30, 2002 from $600,250,000 for the same period in 2001 mainly as a result of an increase in the loan and invested funds portfolios of $27,612,000 and $14,209,000, respectively, which were funded primarily by an inflow of funds from core deposits.

For the six months ended June 30, 2002, net interest income of $12,133,000, on a tax equivalent basis, increased $1,269,000 or 11.7% compared to the $10,864,000 for the same period in 2001.  This increase is mainly the result of the higher level of average interest-earning assets of $40,517,000 for the six months ended June 30, 2002 as compared to the same period in 2001.  Average noninterest-bearing demand deposits, which increased by $6,305,000 or 15.5% during the six months ended June 30, 2002 compared to the same quarter in 2001, helped reduce the average cost of funds and thus had a positive effect on net interest income.

The ratio of net interest income, on a tax equivalent basis, to average interest-earning assets (net interest margin) was 3.79% for the six months ended June 30, 2002 compared to 3.62% for the same period in 2001.  The interest rate spread, on a tax equivalent basis, was 3.32% in 2002 compared to 2.95% in 2001.  Average yields on interest-earning assets declined 110 basis points while the overall interest rate on interest-bearing liabilities decreased 147 basis points between the two six-month periods.  The greater decrease in the interest rate on interest-bearing liabilities primarily reflects the continued repricing of deposits in a lower interest rate environment without essentially any further drop in the market rates of interest, including the prime rate.

Provision for Loan Losses - For the three months ended June 30, 2002 and 2001, the provisions for loan losses were $400,000 and $0 respectively.  Net loan charge-offs totaled $779,000 for the second quarter of 2002, primarily attributable to charge-offs associated with two commercial credits, compared to $19,000 for the same period in 2001.  A provision for loan losses was provided during the second quarter of 2002 in light of net charge-offs, allowing for previously established reserves on the aforementioned two commercial credits and, somewhat mitigated by continued favorable delinquency statistics and stable economic conditions in the Company's market area.

For the six months ended June 30, 2002 and 2001, the provisions for loan losses were $400,000 and $110,000, respectively.  Net loan charge-offs totaled $784,000 for the six months ended June 30, 2002 compared to $77,000 during the same period in 2001.

The allowance for loan losses was $5,645,000 or 1.60% of outstanding loans as of June 30, 2002 compared to $6,029,000 or 1.77% of outstanding loans as of December 31, 2001 and $6,052,000 or 1.93% of outstanding loans as of June 30, 2001.  Nonperforming loans were $819,000 as of June 30, 2002, $367,000 as of December 31, 2001 and $333,000 as of June 30, 2001, representing .23%, .11% and .11%, respectively, of outstanding loans.  The increase in nonperforming loans as of June 30, 2002 is also attributable to the aforementioned two commercial credits.

Management regularly monitors and has established a formal process for determining the adequacy of the allowance for loan losses.  This process results in an allowance that consists of two components, allocated and unallocated.  The allocated component includes allowance estimates (percentages) that result from analyzing certain individual loans (including impaired loans), and specific loan types.  The policy of the Bank is to review all commercial loans and delinquent consumer loans quarterly.  Up to a total of nine risk rating classifications are used to describe the credit risk associated with commercial and consumer loans.  Within these classifications, the problem loan categories are: "substandard," "doubtful" and "loss."  Loans designated loss are charged-off quarterly.  A risk factor is assigned by loan type to loans within each classification in determining the respective allowance.  For loans that are analyzed individually, third-party information such as appraisals may be used to supplement management's analysis.  For loans that are analyzed on a pool basis, such as residential mortgage loans (1-4 family), management's analysis consists of reviewing delinquency trends, historical charge-off experience, prevailing economic conditions, size and current composition of the loan portfolio, collateral value trends and other relevant factors.  In determining the percentages to be allocated to the various loan types and the resultant unallocated portion of the allowance, management utilizes a long economic cycle to estimate net loan charge-off percentages for specific portfolios.  While this economic cycle method anticipates net charge-offs over the estimated remaining lives of specific portfolios and supports the percentages used to determine the allowance, actual net charge-offs in recent years have been below this average.  In addition to the assessment performed by management, the Bank's loan portfolio is subjected to an annual external credit review function and examination by its regulators.  The results of these examinations are incorporated into management's assessment of the allowance for loan losses.

Noninterest Income - Total noninterest income decreased $698,000 or 65.7% to $364,000 in the second quarter of 2002 as compared to $1,062,000 for the same period in 2001.  Core noninterest income, as shown in the following table, decreased by $145,000 or 15.5% to $788,000 in 2002 from $933,000 in 2001.  The following table presents a comparison of the components of noninterest income.

|                                             |  | Three Months Ended
      June 30, |  | Increase
      (Decrease) | 
|-------------------------------------------- |  | --------------------------------- |  | ------------------------- | 
|                                             |  |                                   |  |                           | 
|                                             |  | 2002                              |  | 2001                      | 
|                                             |  |                                   |  |                           | 
|(dollars in thousands)                       |  |                                   |  |                           | 
|                                             |  |                                   |  |                           | 
|Service charges on deposit accounts          |  | $     343                         |  | $     274                 | 
|Gains on sales of loans, originated for sale |  | 138                               |  | 189                       | 
|Brokerage servicing fees                     |  | 95                                |  | 127                       | 
|Call options premiums                        |  | 47                                |  | 148                       | 
|Other                                        |  | 165                               |  | 195                       | 
|                                             |  |                                   |  |                           | 
|Core noninterest income                      |  | 788                               |  | 933                       | 
|Net securities (losses) gains                |  | (428)                             |  | 98                        | 
|Net trading account gains                    |  | 4                                 |  | 31                        | 
|                                             |  |                                   |  |                           | 
|Total noninterest income                     |  | $     364                         |  | $   1,062                 | 
|                                             |  |                                   |  |                           | 

The rise in service charges on deposit accounts is primarily the result of price increases instituted during the first quarter of 2002, increased collection efforts implemented in connection with management's initiative to improve the Bank's overall fee income and a $11,000 volume increase in fees generated from the Bank's SSB ATM/Debit card product for its retail customers.  The gains on sales of loans, originated for sale, decreased $51,000 reflecting reduced volume from sales of residential real estate loans of $57,000 partially offset by $6,000 of increased income from loans generated for sale into the secondary market by BCIF, the Bank's indirect auto finance company.  Brokerage servicing fees decreased $32,000 due to lower sales volume as a result of the current unsettled market conditions.  Call options premiums declined by $101,000 as a result of decreased activity.  The Company sells call options on certain of its equity securities as a means of enhancing its overall rate of return on these investments.  Pursuant to the previously mentioned definitive agreement with Banknorth Group, Inc., the Company is precluded from acquiring equity securities, as defined therein, without the prior written consent of Banknorth Group, Inc., except for equity securities that are permissible investments for a national bank.  Accordingly, the Company's income from the sale of call options in future periods may continue to be substantially below historical levels.  The decrease in other income reflects reduced insurance fee income of $26,000.

Management regularly reviews the Company's securities available-for-sale portfolio for individual securities that have significantly declined in fair value from their amortized cost basis for an extended period of time.  The evaluation includes the amount and duration of the fair value decline, changes in credit ratings and the business outlook for the company.  When a decline in fair value is deemed to be "other than temporary", the amortized cost basis of the individual security is written down to fair value.  The amount of the write-down is included in earnings as a realized loss.  Included in net securities losses for the three months ended June 30, 2002 are $23,000 of net securities gains realized on sales of securities available-for-sale and $451,000 of losses resulting from the write-down of certain equity securities determined to have "other than temporary" declines in fair value.  Included in net securities gains for the quarter ended June 30, 2001 were $467,000 of "other than temporary" write-downs and $565,000 of net securities gains realized on sales of securities available-for-sale.

Total noninterest income decreased $1,158,000 or 48.6% to $1,225,000 for the six months ended June 30, 2002 as compared to $2,383,000 for the same period in 2001.  Core noninterest income, as shown in the following table, decreased by $208,000 or 10.9% to $1,706,000 in 2002 from $1,914,000 in 2001.  The following table presents a comparison of the components of noninterest income.

|                                             |  | Six Months Ended
      June 30, |  | Increase
      (Decrease) | 
|-------------------------------------------- |  | ------------------------------- |  | ------------------------- | 
|                                             |  |                                 |  |                           | 
|                                             |  | 2002                            |  | 2001                      | 
|                                             |  |                                 |  |                           | 
|(dollars in thousands)                       |  |                                 |  |                           | 
|                                             |  |                                 |  |                           | 
|Service charges on deposit accounts          |  | $     649                       |  | $     511                 | 
|Gains on sales of loans, originated for sale |  | 340                             |  | 334                       | 
|Brokerage servicing fees                     |  | 198                             |  | 299                       | 
|Call options premiums                        |  | 175                             |  | 437                       | 
|Other                                        |  | 344                             |  | 333                       | 
|                                             |  |                                 |  |                           | 
|Core noninterest income                      |  | 1,706                           |  | 1,914                     | 
|Net securities (losses) gains                |  | (505)                           |  | 375                       | 
|Net trading account gains                    |  | 24                              |  | 94                        | 
|                                             |  |                                 |  |                           | 
|Total noninterest income                     |  | $   1,225                       |  | $   2,383                 | 
|                                             |  |                                 |  |                           | 

The rise in service charges on deposit accounts is primarily the result of price increases instituted during the first quarter of 2002, increased collection efforts implemented in connection with management's initiative to improve the Bank's overall fee income, a $23,000 volume increase in fees generated from the Bank's SSB ATM/Debit card product for its retail customers and an increase of $18,000 in ATM usage fees.  The gains on sales of loans, originated for sale, rose $6,000 reflecting $62,000 of increased income from loans generated for sale into the secondary market by BCIF, the Bank's indirect auto finance company, partially offset by reduced volume from sales of residential real estate loans of $56,000.  Brokerage servicing fees decreased $101,000 due to lower sales volume as a result of the current unsettled market conditions.  Call options premiums declined by $262,000 as a result of decreased activity as explained in the above quarterly analysis.  The increase in other income mainly reflects increased auto loan servicing income of $38,000 and higher safe deposit fees of $7,000 partially offset by reduced insurance fee income of $34,000.

Included in net securities losses for the six months ended June 30, 2002 are $38,000 of net securities losses realized on sales of securities available-for-sale and $467,000 of losses resulting from the write-down of certain equity securities determined to have "other than temporary" declines in fair value.  Included in net securities gains for the six months ended June 30, 2001 were $467,000 of "other than temporary" write-downs and $842,000 of net securities gains realized on sales of securities available-for-sale.

Noninterest Expense - The increase in operating expenses of $287,000 for the second quarter of 2002 compared to the same period in 2001 reflects merger-related costs to date of $401,000 in connection with the previously mentioned definitive agreement with Banknorth Group, Inc.  Exclusive of merger-related costs, operating expenses decreased $114,000 or 3.6% to $3,051,000 in 2002 from $3,165,000 in 2001.  The Company's efficiency ratio was 46.11% during the second quarter of 2002 compared to 50.83% for the same period in 2001.  The efficiency ratio is equal to total noninterest expense (excluding foreclosed real estate and repossessed property expense (recoveries), net and merger-related expense) divided by the total of net interest income and noninterest income (excluding net securities (losses) gains and net trading account gains).

Salaries and employee benefits were $129,000 or 7.2% higher for the quarter ended June 30, 2002 compared to the same period of 2001.  This increase primarily reflects scheduled employee annual salary increases, $69,000 of higher pension expense as a result of changes in actuarial assumptions and an increase in other compensation expense of $25,000.

The expenses related to furniture and equipment decreased $28,000 or 9.3% to $272,000 for the second quarter of 2002 compared to $300,000 for the same period in 2001.  Depreciation expense decreased by $19,000 in 2002 compared to the previous year mainly due to reduced capital expenditures while expensed non-capital purchases also decreased by $12,000.

Advertising expense decreased $105,000 or 80.8% to $25,000 for the second quarter of 2002 compared to $130,000 for the same period in 2001 primarily due to the curtailment of advertising expenditures as a result of the pending merger.

The decrease in other noninterest expenses of $127,000 or 20.6% for the three months ended June 30, 2002 compared to the same period of 2001 reflects net expense reductions of $74,000 for accrual adjustments (such as audit fees) as a result of the pending merger and the increase in net foreclosed real estate and repossessed property recoveries that amounted to $24,000.  Exclusive of the aforementioned items, the $29,000 or 4.6% decrease in other noninterest expenses reflects a net decrease in a number of miscellaneous expense categories.

The increase in operating expenses of $400,000 for the six months ended June 30, 2002 compared to the same period in 2001 reflects merger-related costs to date of $401,000 in connection with the previously mentioned definitive agreement with Banknorth Group, Inc.  Exclusive of merger-related costs, operating expenses of $6,237,000 were relatively constant for 2002 compared to $6,238,000 for 2001.  The Company's efficiency ratio, as previously defined, was 46.97% for the six months ended June 30, 2002 compared to 50.37% for the same period in 2001.

Salaries and employee benefits increased $230,000 or 6.5% for the first six months of 2002 compared to the same period of 2001.  This increase primarily reflects scheduled employee annual salary increases, $138,000 of higher pension expense as a result of changes in actuarial assumptions, an increase in other compensation expense of $51,000 and increased utilization of temporary employees of $29,000 partially offset by reduced commission wages of $20,000.  Staffing costs resulting from two new branch facilities opened in April 2001 were offset with reduced employee levels in other areas of the Company.

The expenses related to furniture and equipment totaled $538,000 for the six months ended June 30, 2002 compared to $569,000 for the same period in 2001, a decrease of $31,000 or 5.5%.  Depreciation expense decreased by $19,000 in 2002 compared to the previous year mainly due to reduced capital expenditures while expensed non-capital purchases also decreased by $12,000.

Data processing expense increased $31,000 or 9.4% to $362,000 for the first six months of 2002 compared to $331,000 for the same period of 2001.  This increase was mainly the result of a $14,000 increase in charges related to the Bank's in-house computer processing operations, a $13,000 rise in ATM processing charges due to volume and new services and increased internet site expenses of $6,000 partially offset by payroll conversion charges of $5,000 in 2001.

Advertising expense decreased $68,000 or 27.4% to $180,000 for the first six months of 2002 compared to $248,000 for the same period in 2001 primarily due to the curtailment of advertising expenditures as a result of the pending merger.

The decrease in other noninterest expenses of $176,000 or 14.1% for the first six months of 2002 compared to the same period of 2001 reflects net expense reductions of $74,000 for accrual adjustments (such as audit fees) as a result of the pending merger and the increase in net foreclosed real estate and repossessed property recoveries that amounted to $62,000.  Exclusive of the aforementioned items, the $40,000 or 3.2% decrease in other noninterest expenses reflects a net decrease in a number of miscellaneous expense categories.  Included in these miscellaneous expense category decreases are consulting fees of $63,000 incurred in 2001 in connection with management's initiative to improve the Bank's overall fee income that were partially offset by increased expenses in 2002 in legal fees of $22,000 and correspondent bank service charges of $30,000, the latter of which was incurred in lieu of maintaining compensating balances.

Provision for Income Taxes - The provision for income taxes for the three months ended June 30, 2002 and 2001 was $838,000 and $1,007,000, respectively, representing effective tax rates of 34.7% and 31.4%, respectively.

The provision for income taxes for the six months ended June 30, 2002 and 2001 was $1,891,000 and $1,998,000, respectively, representing effective tax rates of 31.9% and 30.6%, respectively.

With respect to the merger-related expenses incurred in the second quarter of 2002, $397,000 are a direct non-tax deductible charge to earnings, resulting in the increased effective tax rates for 2002 compared to 2001.  The effective income tax rates are below statutory rates primarily as a result of the dividends received deduction with respect to dividends earned on equity investments and the existence of the passive investment company, which eliminates state income taxes.

Liquidity - The liquidity of a banking institution reflects its ability to provide funds to meet loan requests, to accommodate possible outflows in deposits and to take advantage of interest rate market opportunities.  Funding of loan requests, providing for liability outflows and management of interest rate fluctuations require continuous analysis in order to match the maturities of specific categories of short-term loans and investments with specific types of deposits and borrowings.  Bank liquidity is thus normally considered in terms of the nature and mix of a banking institution's sources and uses of funds.  The Bank's Asset Liability Committee is responsible for implementing the policies and guidelines for the maintenance of prudent levels of liquidity.  Management believes, as of June 30, 2002, that liquidity as measured by the Company is well in excess of its minimum guidelines.

The Bank's principal sources of funds for operations are cash flows generated from earnings, deposits, loan repayments, borrowings from the Federal Home Loan Bank of Boston (the "FHLB") and securities sold under repurchase agreements and maturities and prepayments of its securities.  Such sources are supplemented by Federal funds sold and unencumbered securities available-for-sale.  Brokered deposits were not utilized as a source of funds during 2002 or 2001, and none were outstanding as of June 30, 2002.

The Bank is a member of the FHLB, which makes substantial borrowings available to its members.  The Bank is eligible to borrow against its assets in an amount not to exceed collateral as defined by the FHLB.  As of June 30, 2002, the Bank's current borrowing capacity totaled $111,753,000.  The Bank's actual FHLB borrowings on that date were $94,735,000.  Based upon unencumbered securities as of June 30, 2002, the Bank had the ability to increase its potential borrowing capacity at the FHLB to $153,055,000 as of June 30, 2002.  Management believes that the current level of liquidity is adequate given the nature of the Company's operations.

The inflow and outflow of funds is detailed in the consolidated condensed statements of cash flows for the six months ended June 30, 2002 and 2001 and is summarized below.

During the current period, cash and cash equivalents increased by $200,000, as net cash provided by operating and financing activities of  $24,452,000 exceeded the net cash used for investing activities of $24,252,000.

The net cash provided by financing activities of $17,758,000 for the six months ended June 30, 2002 primarily reflected a net increase in deposits of $16,758,000 and higher Federal funds purchased and repurchase agreements of $4,021,000 partially offset by cash dividends paid of $2,992,000.

Net cash used for investing activities of $24,252,000 for the six months ended June 30, 2002 was mainly attributable to net originations of loans by the Company totaling $13,538,000 and a net increased investment in securities available-for-sale in the amount of $10,550,000.

Closely related to the concept of liquidity is the management of interest-earning assets and interest-bearing liabilities, which focuses on maintaining stability in the interest rate spread, an important factor in earnings growth and stability. Emphasis is placed on maintaining a controlled rate sensitivity position to avoid wide swings in interest rate spreads and to minimize risk due to changes in interest rates.  An asset or liability is considered rate sensitive within a specified period when it matures or could be repriced within such period in accordance with its contractual terms. Management establishes overall policy and interest rate risk tolerance levels which are administered by the Bank's Asset Liability Committee on a monthly basis.  See Item 3 for further discussion.

Capital Resources - The Bank is subject to various regulatory capital requirements administered by the Federal banking agencies.  Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Bank's financial statements.  Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank's assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices.  The Bank's capital amounts and classifications are also subject to quantitative judgements by the regulators about components, risk weightings and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier 1 capital (as defined) to risk weighted assets (as defined), and of Tier 1 capital (as defined) to average assets (as defined).  Management believes, as of June 30, 2002, that the Bank meets all capital adequacy requirements to which it is subject.

To be categorized as well capitalized, the Bank must maintain the ratios set forth in the table below.  Management believes that there are no events or conditions that have occurred that would change its category.  The Bank's actual capital amounts and ratios were (dollars in thousands):

|                                         | Actual      |  |       | To Be Well Capitalized
      Under Prompt Corrective
      Action Provisions |    
|---------------------------------------- | ----------- |  | ----- | ---------------------------------------------------------------------------- | ---
|                                         |             |  |       |                                                                              |    
|                                         | Amount      |  | Ratio |                                                                              |    
|                                         |             |  |       |                                                                              |    
|As of June 30, 2002:                     |             |  |       |                                                                              |    
|Total Capital (to Risk Weighted Assets)  | $    66,061 |  | 14.67 | %                                                                            | >/=
|Tier 1 Capital (to Risk Weighted Assets) | 60,431      |  | 13.42 |                                                                              | >/=
|Tier 1 Capital (to Average Assets)       | 60,431      |  | 9.12  |                                                                              | >/=

On April 17, 2002, the Board of Directors of the Company declared a cash dividend of $0.19 per common share that was paid on May 15, 2002 to shareholders of record on May 1, 2002.  Subsequent to June 30, 2002, the Board of Directors of the Company declared a cash dividend of $0.19 per common share payable on August 15, 2002 to shareholders of record on August 1, 2002.  Pursuant to the aforementioned definitive agreement between Banknorth Group, Inc. and the Company, the Company is precluded from paying dividends except for regular quarterly dividends not to exceed $0.19 per common share without the prior written consent of Banknorth Group, Inc.

In April 2000, the Company's Board of Directors voted to authorize a share-buyback program of up to 5% (262,000) of its then outstanding shares of common stock over the next year.  In April 2001, this share-buyback program was terminated in accordance with its terms.  Pursuant to that program, the Company purchased 101,000 shares of its outstanding shares of common stock at an average price of $15.24 per share, or 1.9% of its outstanding shares as of April 2000 and April 2001.

In April 2001, the Company's Board of Directors voted to authorize a new share-buyback program of up to 10% (515,000) of its then outstanding shares of common stock over the next year.  In April 2002, this share-buyback program was terminated in accordance with its terms.  Pursuant to that program, the Company purchased 185,350 shares of its outstanding shares of common stock at an average price of $18.95 per share, or 3.6% of its outstanding shares as of April 2001 and April 2002.  In light of the aforementioned definitive agreement between Banknorth Group, Inc. and the Company, the Company has not instituted another share-buyback program.  Management believes that capital resources are adequate.

The per share closing market price of the Company common stock as of June 30, 2002 was $28.06 or 236% of its book value of $11.88 per share.  As of December 31, 2001, the per share market value was $19.50 or 178% of its book value of $10.97 per share.  As previously discussed, on April 11, 2002, the Company announced that it had signed a definitive agreement with Banknorth Group, Inc. ("Banknorth") under which Banknorth will acquire the Company for $28.00 per share in cash.  The common stock closed at $28.00 on August 8, 2002.

---

Average Statements of Condition, Net Interest Income and Interest Rates (a)

|                                                                      |  | Three Months Ended June 30,
|--------------------------------------------------------------------- |  | ---------------------------
|                                                                      |  |                            
|                                                                      |  | 2002                       
|                                                                     
|(dollars in thousands)                                                |  | Average
      Balance      
|                                                                     
|Assets                                                                |  |                            
|Interest-earning assets:                                              |  |                            
|Loans(b)                                                              |  | $   344,626                
|Taxable investment securities(c)                                      |  | 283,503                    
|Municipal bonds - tax exempt(c)                                       |  | 11,457                     
|Federal funds sold                                                    |  | 601                        
|Other interest-earning assets                                         |  | 5,282                      
|                                                                      |  |                            
|Total interest-earning assets                                         |  | 645,469                    
|                                                                      |  |                            
|Noninterest-earning assets                                            |  | 17,814                     
|                                                                      |  |                            
|Total Assets                                                          |  | $   663,283                
|                                                                      |  |                            
|Liabilities and Equity                                                |  |                            
|Interest-bearing liabilities:                                         |  |                            
|NOW and savings deposits                                              |  | $ 190,161                  
|Time deposits                                                         |  | 187,900                    
|Federal
      funds purchased and repurchase
              agreements |  | 74,639                     
|Federal Home Loan Bank Advances                                       |  | 96,776                     
|                                                                      |  |                            
|Total interest-bearing liabilities                                    |  | 549,476                    
|Noninterest-bearing liabilities:                                      |  |                            
|Demand deposits                                                       |  | 47,178                     
|Other                                                                 |  | 6,983                      
|Shareholders' equity                                                  |  | 59,646                     
|                                                                      |  |                            
|Total Liabilities and Shareholders'
           Equity                 |  | $ 663,283                  
|                                                                      |  |                            
|Net interest income on a tax equivalent
          basis(c)            |  |                            
|Tax equivalent adjustment                                             |  |                            
|                                                                      |  |                            
|Net interest income                                                   |  |                            
|                                                                      |  |                            
|Net interest spread (tax equivalent basis)                            |  |                            
|                                                                      |  |                            
|Net interest margin (tax equivalent basis)                            |  |                            
|                                                                      |  |                            



|(a) | Computed on an annualized basis.                                                                                                                            
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Average balances for loans include nonaccrual and renegotiated balances.                                                                                    
|(c) | Yields/Rates are computed on a tax equivalent basis using a Federal income tax rate of 34% and a state income tax rate of 0% in 2002 and 2001, respectively.

---

Average Statements of Condition, Net Interest Income and Interest Rates (a)

|                                                                  |  | Six Months Ended June 30,
|----------------------------------------------------------------- |  | -------------------------
|                                                                  |  |                          
|                                                                  |  | 2002                     
|                                                                 
|(dollars in thousands)                                            |  | Average
      Balance    
|                                                                 
|                                                                  |  |                          
|Assets                                                            |  |                          
|Interest-earning assets:                                          |  |                          
|Loans(b)                                                          |  | $ 342,262                
|Taxable investment securities(c)                                  |  | 280,554                  
|Municipal bonds - tax exempt(c)                                   |  | 11,701                   
|Federal funds sold                                                |  | 886                      
|Other interest-earning assets                                     |  | 5,364                    
|                                                                  |  |                          
|Total interest-earning assets                                     |  | 640,767                  
|                                                                  |  |                          
|Noninterest-earning assets                                        |  | 17,775                   
|                                                                  |  |                          
|Total Assets                                                      |  | $ 658,542                
|                                                                  |  |                          
|                                                                  |  |                          
|Liabilities and Equity                                            |  |                          
|Interest-bearing liabilities:                                     |  |                          
|NOW and savings deposits                                          |  | $ 188,909                
|Time deposits                                                     |  | 185,791                  
|Federal
      funds purchased and
          repurchase agreements |  | 73,212                   
|Other borrowings                                                  |  | 97,599                   
|                                                                  |  |                          
|Total interest-bearing liabilities                                |  | 545,511                  
|                                                                  |  |                          
|Noninterest-bearing liabilities:                                  |  |                          
|Demand deposits                                                   |  | 46,943                   
|Other                                                             |  | 7,258                    
|Shareholders' equity                                              |  | 58,830                   
|                                                                  |  |                          
|Total Liabilities and
        Shareholders' Equity                |  | $ 658,542                
|                                                                  |  |                          
|Net interest income on a tax
        equivalent basis(c)          |  |                          
|Tax equivalent adjustment                                         |  |                          
|                                                                  |  |                          
|Net interest income                                               |  |                          
|                                                                  |  |                          
|Net interest spread (tax equivalent basis)                        |  |                          
|                                                                  |  |                          
|Net interest margin (tax equivalent basis)                        |  |                          
|                                                                  |  |                          



|(a) | Computed on an annualized basis.                                                                                                                            
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Average balances for loans include nonaccrual and renegotiated balances.                                                                                    
|(c) | Yields/Rates are computed on a tax equivalent basis using a Federal income tax rate of 34% and a state income tax rate of 0% in 2002 and 2001, respectively.



---

Rate/Volume Analysis

|                                                                        |  | Three Months Ended
      June 30, 2002
      Compared to 2001 |  | Six Months ended
      June 30, 2002
      Compared to 2001
|----------------------------------------------------------------------- |  | ------------------------------------------------------------- |  | -----------------------------------------------------------
|                                                                        |  |                                                               |  |                                                            
|                                                                        |  | Increase (Decrease)
      Due to                              |  |                                                            
|                                                                        |  |                                                               |  |                                                            
|(in thousands)                                                          |  | Volume                                                        |  | Rate                                                       
|                                                                        |  |                                                              
|Interest earned on:                                                     |  |                                                               |  |                                                            
|Loans                                                                   |  | $ 614                                                         |  | $(1,011)                                                   
|Taxable investment
      securities                                     |  | 277                                                           |  | (617)                                                      
|Municipal bonds - tax exempt                                            |  | 106                                                           |  | (9)                                                        
|Federal funds sold                                                      |  | (1)                                                           |  | (6)                                                        
|Other interest-earning
      assets                                     |  | (9)                                                           |  | (34)                                                       
|                                                                        |  |                                                               |  |                                                            
|Total
      interest income                                             |  | 987                                                           |  | (1,677)                                                    
|                                                                        |  |                                                               |  |                                                            
|Interest paid on:                                                       |  |                                                               |  |                                                            
|NOW and savings deposits                                                |  | 161                                                           |  | (584)                                                      
|Time deposits                                                           |  | 54                                                            |  | (815)                                                      
|Federal funds purchased and
                repurchase
      agreements |  | 71                                                            |  | (88)                                                       
|Federal Home Loan Bank
      advances                                   |  | 45                                                            |  | (136)                                                      
|                                                                        |  |                                                               |  |                                                            
|Total
      interest expense                                            |  | 331                                                           |  | (1,623)                                                    
|                                                                        |  |                                                               |  |                                                            
|Change in net interest income                                           |  | $     656                                                     |  | $    (54)                                                  
|                                                                        |  |                                                               |  |                                                            

(1)  The change in interest due to both tax equivalent rate and volume has been allocated to changes due to volume and changes due to tax equivalent rate in proportion to the relationship of the absolute dollar amounts of the change in each.

Forward-Looking Statements

This Form 10-Q contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause the results of the Company and the Bank to differ materially from those expressed or implied by such forward-looking statements.  All statements other than statements of historical fact are forward-looking statements, including consummation of the acquisition of the Company by Banknorth Group, Inc., any projections of earnings, revenues, or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; statements of belief and any statement of assumptions underlying any of the foregoing.  The risks, uncertainties and assumptions referred to above include the general risks associated with the delivery of financial products and services, fluctuating investment returns, rapid technological changes, competition, as well as other risks that are described from time to time in the Company's filings with the Securities and Exchange Commission ("SEC").  The Company assumes no obligations to update these forward-looking statements.

The Company has filed relevant documents concerning the merger with the SEC, including a proxy statement.  WE URGE INVESTORS TO READ THESE DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION.  Investors are able to obtain these documents free of charge at the SEC's website, www.sec.gov.  In addition, documents filed with the SEC by the Company are available free of charge from the Secretary of the Company (Phillip J. Mucha, Secretary, Bancorp Connecticut, Inc., 121 Main Street, Southington, Connecticut 06489, telephone (860) 628-0351).  The directors and executive officers of the Company may be deemed to be participants in the solicitation of proxies to approve the merger.  Information about the directors and executive officers of the Company and ownership of Company common stock is set forth in the Company's proxy statement dated July 5, 2002 as filed with the SEC.  THE COMPANY INVESTORS SHOULD READ THE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY BEFORE MAKING A DECISION CONCERNING THE MERGER.

Item 3.    Quantitative and Qualitative Disclosures About Market Risk

Market risk is the exposure to loss resulting from changes in interest rates, foreign currency exchange rates, commodity prices and equity prices.  The primary market risks to which the Bank is exposed are interest rate risk and equity risk.  The majority of the Bank's interest rate risk arises from the instruments, positions and transactions entered into for purposes other than trading.  They include loans, securities available-for-sale, deposit liabilities, short-term borrowings and long-term debt.  Interest rate risk occurs when assets and liabilities reprice at different times as interest rates change.

The Bank manages interest rate risk through an Asset Liability Committee comprised of certain directors and certain members of senior management.  The committee monitors exposure to interest rate risk on a quarterly basis using both a traditional gap analysis report and a simulation model.  Traditional gap analysis identifies short and long-term interest rate positions or exposure.  The simulation model measures the amount of short-term earnings at risk under both rising and falling rate scenarios.  The Bank's interest rate risk as of June 30, 2002 and December 31, 2001 utilizing a simulation model to measure the estimated percentage change in net interest income due to an increase or decrease in market interest rates of up to 200 basis points, spread evenly over the next twelve months, is 5.3% and
-10.0%, respectively, each within the Bank's established 10% of net interest income tolerance limit.

The Company's market risk also includes equity price risk.  The Company's marketable equity securities portfolio had unrealized net losses of $916,000, consisting of $1,320,000 of losses and $404,000 of gains, as of June 30, 2002 which is included, net of taxes, in accumulated other comprehensive loss, a separate component of the Company's shareholders' equity.  If equity security prices decline due to unfavorable market conditions or other factors, the Company's shareholders' equity would decrease as a result of unrealized losses and potential write-downs of certain equity securities due to declines in fair value deemed to be "other than temporary" that would be included in earnings as realized losses.

---



|PART II.                                             | OTHER INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|---------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Item 1.                                              | Legal Proceedings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                     | Not applicable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Item 2.                                              | Changes in Securities and Use of Proceeds                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                     | Not applicable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Item 3.                                              | Defaults Upon Senior Securities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                     | Not applicable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Item 4.                                              | Submission of Matters to a Vote of Security Holders                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                     | Not applicable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Item 5.                                              | Other Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                     | On April 11, 2002, the Company announced that it had signed a definitive agreement with Banknorth Group, Inc. ("Banknorth") under which Banknorth will acquire the Company for $28.00 per share in cash.  Banknorth is a commercial banking company headquartered in Portland, Maine.  The proposed transaction is subject to all required regulatory approvals, the approval by shareholders of the Company and other customary conditions.  The proposed transaction is expected to close in the third quarter of 2002.  Certain merger costs will be incurred by the Company prior to the expected closing date. As of July 25, 2002, all regulatory approvals have been obtained.  The Company's shareholders will consider and vote on the approval of the merger at the Company's annual meeting of shareholders to be held on August 15, 2002.
|                                                     | The Board of Directors amended the Company's Bylaws at its June 19, 2002 meeting to include a provision, as permitted by Delaware law, which allows the Board of Directors to announce, at any shareholders' meeting, the time and date of an adjourned meeting if the adjourned meeting is not more than 30 days after the meeting and if a new record date is not set.  Prior to the amendment, the Bylaws provided that notice of an adjourned meeting shall be given to the stockholders not present or represented at the meeting.                                                                                                                                                                                                                                                                                                              
|Item 6.                                              | Exhibits and Reports on Form 8-K                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(a)  Exhibits required by Item 601 of Regulation S-K
|                                                     | Exhibit No.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                     | 2.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                     | 3.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                     | 3.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                     | 3.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                     | 4.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                     | 4.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                     | 10.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                     | 10.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                     | 10.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                     | 10.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                     | 10.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                     | 10.6                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                     | 10.7                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                     | 10.8                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                     | 10.9                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(b)  Reports on Form 8-K                            
|                                                     | 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                     | 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                     | 3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      



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SIGNATURES

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



|                      | Bancorp
Connecticut, Inc.                      (Registrant)                                      
|--------------------- | -------------------------------------------------------------------------------------------------
|                      |                                                                                                  
|                      |                                                                                                  
|Date:  August 8, 2002 | /s/   Robert D. Morton                                                                           
|                      | Robert D. Morton
Chairman, President and Chief
  Executive Officer
(Principal Executive Officer) 
|                      |                                                                                                  
|                      |                                                                                                  
|                      |                                                                                                  
|Date:  August 8, 2002 | /s/   Phillip
  J. Mucha                                                                         
|                      | Phillip J. Mucha
Chief Financial Officer
  and Treasurer/Secretary
(Principal Accounting Officer)



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CERTIFICATION OF PERIODIC REPORT

I, Robert D. Morton, Chief Executive Officer and I, Phillip J. Mucha, Chief Financial Officer, of Bancorp Connecticut, Inc., certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section
13540, that:

|(1) | the Quarterly Report on Form 10-Q of the Company for the quarterly period ended June 30, 2002 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | the information contained in the Report fairly presents, in all material respects, the financial    condition and results of operations of the Company.                                                                                          





|Date:  August 8, 2002 | /s/   Robert D. Morton                                                                           
|--------------------- | -------------------------------------------------------------------------------------------------
|                      | Robert D. Morton
Chairman, President and Chief
  Executive Officer
(Principal Executive Officer) 
|                      |                                                                                                  
|                      |                                                                                                  
|                      |                                                                                                  
|Date:  August 8, 2002 | /s/   Phillip J. Mucha                                                                           
|                      | Phillip J. Mucha
Chief Financial Officer
  and Treasurer/Secretary
(Principal Accounting Officer)

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EXHIBIT INDEX

|Exhibit No. | Description                                                                                                                                                                                                                                                                        
|----------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1         | Agreement and Plan of Merger, dated as of April 10, 2002, between Bancorp Connecticut, Inc. and Banknorth Group, Inc. (Incorporated by reference to Exhibit 2.1 to the Registrant's Form 8-K/A (Amendment No. 1) dated April 11, 2002)                                             
|3.1         | Certificate of Incorporation of Registrant (Incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-4 (Registration No. 33-77696) (the "Registration Statement"))                                                                            
|3.2         | Amended and Restated Bylaws of Registrant (Exhibit 3.2
- Annexed Hereto)                                                                                                                                                                                                           
|3.3         | Certificate of Amendment of Certificate of Incorporation dated May 20, 1996 (Incorporated by reference to Exhibit 3.3 to the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1996)                                                                           
|4.1         | Instruments defining the rights of security holders (Included in Exhibits 3.1 and 3.2)                                                                                                                                                                                             
|4.2         | Form of Stock Certificate (Incorporated by reference to Exhibit 4.5 to the Registrant's Registration Statement on Form S-8 (Registration No. 33-333-2638))                                                                                                                         
|10.1        | Employment and Non-Competition Agreement dated
as of February 1, 2000, as amended, by and between the Company, the Bank and Robert D. Morton (Incorporated by reference to Exhibit 10.1 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2001)
|10.2        | Southington Savings Bank 1986 Stock Option Plan (Incorporated by reference to Exhibit 10.2 to the Registration Statement)                                                                                                                                                          
|10.3        | Southington Savings Bank 1993 Stock Option Plan (Incorporated by reference to Exhibit 10.3 to the Registration Statement)                                                                                                                                                          
|10.4        | Pension Plan of Southington Savings Bank, as amended (Exhibit 10.4
- Annexed Hereto)                                                                                                                                                                                               
|10.5        | Southington Savings Bank Supplemental Retirement Plan (Incorporated by reference to Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1996)                                                                              
|10.6        | Bancorp Connecticut, Inc. 1997 Stock Option Plan (Incorporated by reference to Exhibit 4.3 to the Registrant's Registration Statement on Form S-8 (Registration No. 33-30146))                                                                                                     
|10.7        | Southington Savings Bank Supplemental Executive Retirement Plan, as amended (Incorporated by reference to Exhibit 10.7 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2001)                                                                 
|10.8        | Employment and Non-Competition Agreement dated as of February 1, 2000, by and between the Company, the Bank and Phillip J. Mucha (Incorporated by reference to Exhibit 10.8 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2000)   
|10.9        | Split-Dollar Agreement dated as of August 5, 1996 by and between Trust Company of Connecticut, as Trustee, and Robert D. Morton (Incorporated by reference to Exhibit 10.9 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2001)             



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