EMPLOYMENT AND NON-COMPETITION AGREEMENT
                    ----------------------------------------

THIS AGREEMENT made as of the 1st day of February, 2000 by and among SOUTHINGTON
SAVINGS BANK,  with its principal  offices at 121 Main Street,  Southington,  CT
06489 (The "Bank"), BANCORP CONNECTICUT, INC., with its principal offices at 121
Main Street,  Southington,  CT 06489 (the "Parent Corp."), and ROBERT D. MORTON,
an individual residing in Southington, CT (the "Executive").

                              W I T N E S S E T H:
                              - - - - - - - - - -

Executive is currently employed by the Bank as its President and Chief Executive
Officer and by the Parent Corp. as its President  and Chief  Executive  Officer.
This Agreement is entered into to set forth the terms of Executive's  employment
with the Bank and  Parent  Corp.  and in order to  ensure  that the Bank and the
Parent Corp.  will have the  continued  attention  and  dedication of Executive,
notwithstanding  the possibility,  threat or occurrence of a "Change of Control"
(as defined below) of the Bank or the Parent Corp. Accordingly, in consideration
of the mutual promises and covenants contained herein, including but not limited
to, the severance  benefits provided to Executive by Bank or the Parent Corp. in
the  circumstances  set forth below,  and  Executive's  having  access to Bank's
and/or the Parent Corp.'s confidential  business and technological  information,
the parties agree as follows:

1.   DEFINITIONS
     -----------

Where used in this Agreement:

A.   "CAUSE" shall mean (a) the willful,  repeated or  continued  failure by the
Executive  to  perform  duties  reasonably  requested  of him  hereunder,  after
Executive  is notified in writing of such  failure and fails to cure same within
15 days following his receipt of such notice; (b) commission by the Executive of
a felony  or a crime  involving  moral  turpitude;  (c)  repeated  misuse by the
Executive  of  alcohol  or  controlled   substances;   (d)   deception,   fraud,
misrepresentation,  dishonesty,  breach of  fiduciary  duty  involving  personal
profit; (e) any act or omission by the Executive which substantially impairs the
Bank's  business,  good will or  reputation;  (f) any willful  violation  by the
Executive  of any  relevant  and  material  law,  rule or  regulation  of  which
Executive  is aware or  reasonably  should have been aware,  after  Executive is
notified in writing of such violation and fails to cure such violation within 15
days following his receipt of such notice (unless such violation is incapable of
being  cured,  in which  case no such  notice or  opportunity  to cure  shall be
required):  (g) any other material violation of any provision of this Agreement,
including,  but not limited to,  restrictive  covenants against  competition and
disclosure of confidential  information,  after Executive is notified in writing
of such violation and fails to cure such violation  within 15 days following his
receipt of such notice  (unless such  violation is incapable of being cured,  in
which case

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<PAGE>


no such  notice or  opportunity  to cure  shall be  required);  (h)  Executive's
removal and/or permanent  prohibition  from  participating in the conduct of the
Bank's affairs by the Commissioner of Banking of the State of Connecticut or the
FDIC; or (i)  termination of all obligations of the Bank and/or the Parent Corp.
under this  Agreement  by the FDIC in  connection  with an  agreement to provide
financial assistance to or on behalf of the Bank and/or Parent Corp..

B.   "CHANGE OF CONTROL"  shall  mean,  with  respect  to either the Bank or the
Parent Corp., the occurrence of any of the following:


     (a) the acquisition by any individual,  entity or group (within the meaning
of Section  13(d)(3) or  14(d)(2) of the  Securities  Exchange  Act of 1934,  as
amended (the "Exchange Act")) (a "Person") of beneficial  ownership  (within the
meaning  of Rule 13d-3  promulgated  under the  Exchange  Act) of 30% or more of
either (i) the then outstanding shares of common stock of the Bank or the Parent
Corp. (The "Outstanding  Common Stock") or (ii) the combined voting power of the
then outstanding  voting securities of the Bank or the Parent Corp.  entitled to
vote   generally  in  the  election  of  directors  (the   "Outstanding   Voting
Securities"); provided, however, that for purposes of this subparagraph (a), the
following  acquisitions  shall  not  constitute  a Change  of  Control:  (i) any
acquisition  directly from the Bank or the Parent Corp.  (ii) any acquisition by
the Bank or the Parent Corp.,  (iii) any acquisition by an employee benefit plan
(or related  trust)  sponsored or  maintained by the Bank or the Parent Corp. or
any  corporation  controlled  by the  Bank  or the  Parent  Corp.  or  (iv)  any
acquisition  by any  corporation  pursuant to a transaction  which complies with
clauses (i), (ii) and (iii) of subparagraph (c) below; or

     (b)  Individuals  who, as of the date  hereof,  are members of the Board of
Directors of the Bank or the Parent Corp. (the "Incumbent  Board") cease for any
reason to  constitute  at least a majority of the Board of Directors of the Bank
or the Parent Corp.; provided,  however, that any individual becoming a director
subsequent to the date hereof whose election,  or nomination for election by the
Bank's or the Parent Corp.'s shareholders,  was approved by a vote of at least a
majority  of  the  directors  then  comprising  the  Incumbent  Board  shall  be
considered as though such individual were a member of the Incumbent  Board,  but
excluding,  for this purpose,  any such individual  whose initial  assumption of
office  occurs  as a result of an actual or  threatened  election  contest  with
respect to the election or removal of  directors  or other actual or  threatened
solicitation  of proxies or consents by or on behalf of a Person  other than the
Board of Directors of the Bank or the Parent Corp.; or

     (c)  Consummation of a  reorganization,  merger or consolidation or sale or
other  disposition of all or substantially  all of the assets of the Bank or the
Parent Corp.  (a "Business  Combination")  unless,  immediately  following  such
Business Combination, each of the following conditions are satisfied: (i) all or
substantially all of the individuals and



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<PAGE>



entities who were the beneficial owners, respectively, of the Outstanding Common
Stock and  Outstanding  Voting  Securities  immediately  prior to such  Business
Combination  beneficially  own,  directly or  indirectly,  more than 66-2/3% of,
respectively,  the then  outstanding  shares  of common  stock and the  combined
voting  power  of the  then  outstanding  voting  securities  entitled  to  vote
generally in the election of directors,  as the case may be, of the  corporation
resulting  from such Business  Combination  (including,  without  limitation,  a
corporation which, as a result of such transaction,  owns the Bank or the Parent
Corp. or all or  substantially  all of the Bank's or the Parent  Corp.'s  assets
either directly or through one or more  subsidiaries) in substantially  the same
proportions as their ownership,  immediately prior to such Business Combination,
of the Outstanding Common Stock and Outstanding  Voting Securities,  as the case
may be; (ii) no Person  (excluding any corporation  resulting from such Business
Combination  or any  employee  benefit  plan (or  related  trust) of the Bank or
Parent Corp. or any related corporation or such corporation  resulting from such
Business Combination) beneficially owns, directly or indirectly, 30% or more of,
respectively,  the then  outstanding  shares of common stock of the  corporation
resulting  from such Business  Combination  or the combined  voting power of the
then outstanding voting securities of such corporation except to the extent that
such ownership  existed prior to the Business  Combination  and (iii) at least a
majority of the members of the board of directors of the  corporation  resulting
from such Business  Combination  were members of the Incumbent Board at the time
of the  execution  of the  initial  agreement,  or of the action of such  Board,
providing for such Business Combination; or

     (d)  Approval  by the  shareholders  of the Bank or the Parent  Corp.  of a
complete  liquidation or dissolution of the Bank or the Parent Corp. that is not
pursuant to a business Combination.

C.   "DISABILITY" shall mean the Executive's inability by reason of any physical
or mental injury or illness to  substantially  perform the services  required of
him  hereunder  either  for a period  in  excess  of one  hundred  eighty  (180)
consecutive  days  or for a  period  of one  hundred  eighty  (180)  days in the
aggregate during any three hundred sixty (360) day period.

2.   EMPLOYMENT DUTIES
     -----------------

(a)  The Bank and Parent Corp. will employ the  Executive as its  President  and
Chief Executive Officer.  The Executive will continue in such employment for the
duration of the Term of  Employment  (as set forth  below) and will  perform all
services  which may be required of him in such  office,  and such  services  and
assignments as may be issued by the Bank's Chief Executive Officer, in each case
consistent  with  the  title  and  responsibilities  of  his  position  and  his
expertise.



                                       3
<PAGE>



(b)  Executive understands and agrees that Executive shall  not, while  employed
by Bank and Parent Corp., undertake or engage in any other employment occupation
or  business  enterprise  without the prior  written  consent of Bank and Parent
Corp..  The  provisions  of this  Paragraph  4 shall not be  deemed to  preclude
membership in  professional  societies,  lecturing or the acceptance of honorary
positions, that are in any case incidental to Executive's employment by Bank and
Parent Corp. and which are not adverse or antagonistic to Bank and Parent Corp.,
their business or prospects, financial or otherwise.

3.   TERM OF EMPLOYMENT
     ------------------

Subject to the renewal provisions of this Agreement,  the term of this Agreement
shall  commence on February 1, 2000 and shall  expire on December  31, 2001 (the
"Initial Period"),  unless terminated earlier by either party in accordance with
the  provisions of Paragraph 8. This  Agreement  shall  automatically  renew for
successive  one year periods  unless either party (the Bank and the Parent Corp.
being considered as one party for purposes of this Paragraph 3) delivers written
notice of its intention not to renew this  Agreement at least twelve (12) months
prior  to  the  expiration  of  the  then-current  term.  The  phrase  "Term  of
Employment" shall mean the Initial Period and all renewal periods.  In the event
that Executive's  employment  relationship with Bank is terminated,  Executive's
obligations  under Paragraphs 10 and 11 hereof  nevertheless  shall survive such
termination.

4.   COMPENSATION
     ------------

(a)  For  service  commencing April 1, 2000, the Executive's base salary will be
at the annual rate of Two Hundred  Fifty  Thousand  Five  Hundred  ($250,500.00)
Dollars.  The Bank will review the  Executive's  salary  annually,  on or before
April 1st of each  employment  year.  The  Executive's  base  salary will not be
reduced  below  $250,500.00  or, if his base  salary is  increased,  below  such
increased amount.

(b)  The  Executive's  base  salary  will  be  paid  at  periodic  intervals  in
accordance with the Bank's payroll practices for executive employees.

(c)  The  Bank will deduct and  withhold,  from any  payments  to the  Executive
hereunder,   any  and  all  federal,  state  and  local  income  and  employment
withholding  taxes and any other amounts  required to be deducted or withheld by
the Bank under applicable law.

5.   EXPENSE REIMBURSEMENT
     ---------------------

The Bank shall reimburse the Executive for all customary, ordinary and necessary
business  expenses incurred by him in the performance of his duties hereunder in
accordance with Bank policies and procedures.



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<PAGE>



6.   FRINGE BENEFITS
     ---------------

During the Term of Employment, the Executive will be eligible to practice in any
retirement  plan,  group life insurance plan, group medical and dental insurance
plan (same co-payments as applicable to other employees of the Bank), accidental
death and dismemberment  plan,  short-term and long-term  disability program and
other employee benefit plans that are made available to other executive officers
and for which he qualifies. The Executive will be eligible for five (5) weeks of
paid vacation during each calendar year in which he is employed hereunder.

7.   DEATH
     -----

If the Executive dies during the Term of Employment, the employment relationship
created by this  Agreement  will  terminate,  and the  Executive's  salary shall
continue to be paid to his designated  beneficiary  or, if none, to his personal
representative only through the end of the month in which his death occurred. In
addition,   the   Executive,   or  his   designated   beneficiary   or  personal
representative,  will be entitled to such death benefits as may be payable under
Paragraph 6.

8.   TERMINATION
     -----------

(a)  This Agreement may be terminated only under the following circumstances:

     (i)   Any party may terminate  this Agreement on thirty (30) days notice to
           the other party (except as provided below);

     (ii)  This Agreement and the  Executive's  employment  shall terminate upon
           Executive's  death or  retirement  in  accordance  with the Company's
           normal retirement policies;

     (iii) If the Executive is disabled  within the meaning of Paragraph 1C, the
           Company may terminate his  employment  upon not less than thirty (30)
           days  prior  written  notice  unless  during  such  thirty day period
           Executive  resumes  the  performance  of his  duties  hereunder  on a
           full-time basis; or

     (iv)  The Company may immediately terminate the Executive's  employment for
           "Cause" (as defined above).

(b)  In  the event  that the Bank or Parent  Corp.  terminates  the  Executive's
employment due to Disability or pursuant to Section  8(a)(ii),  the Executive or
his estate will be entitled to receive all accrued  salary and benefits  through
the date of termination, including without limitation



                                       5
<PAGE>



all  benefits to which he is entitled  under any  disability  plans or insurance
maintained by the Bank or Parent Corp..

(c)  In  the event  that the Bank or Parent  Corp.  terminates  the  Executive's
employment for Cause, or Executive terminates this Agreement pursuant to Section
8(a)(i),  the  Executive  will be entitled  to receive  all  accrued  salary and
benefits through the date of termination.

9.   SEVERANCE BENEFIT
     -----------------

(a)  If (i) the Bank or Parent Corp. terminates  this Agreement  without "Cause"
(other than on account of the Executive's death,  retirement or "Disability") or
(ii) the Executive  voluntarily  terminates his  employment  with six (6) months
following the occurrence of a Change of Control,  the Executive will be entitled
to receive in full satisfaction of the Bank's and Parent Corp.'s  obligations to
the Executive  under this Agreement (A) all accrued salary and benefits  through
the effective date of such termination; (B) a severance benefit equal to the sum
of (x)  thirty-six  (36)  months pay at  Executive's  then  current  base salary
payable  either  in a  single  lump  sum or,  at the  Executive's  option,  over
thirty-six (36) month period in accordance with the Bank's regular payroll cycle
and (y) three times the most recent annual bonus  received by Executive from the
Bank or the Parent Corp.;  and (C) all benefits then owed to Executive under all
employee  benefit  plans  maintained  by the Bank  and/or the Parent  Corp..  In
addition,  all stock  options  granted to the  Executive  by the Bank and/or the
Parent  Corp.  shall  be  fully  exercisable,  except  to the  extent  that  the
acceleration  of  vesting  thereunder  will  materially   adversely  affect  the
accounting treatment applicable to any Change of Control. In addition, Executive
shall  continue  to receive  paid  coverage  (subject to his payment of the same
share of the premium cost as is paid by other Bank  employees)  under the Bank's
group health insurance plan (as such plan may be modified from time to time), in
accordance with Executive's  coverage  elections in effect  immediately prior to
his termination of employment, for a period commencing at the termination of his
employment  and ending at the earlier of (i) twelve (12) months  thereafter;  or
(ii) the date on which Executive obtains coverage under another employer's group
health plan,  in which case  Executive's  participation  in the Bank's plan will
terminate. Thereafter, the Executive shall have whatever rights are available to
him under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended
("COBRA").

(b)  Except as expressly set forth above, the foregoing payments and benefits to
the Executive shall not be reduced by the amount of any compensation or benefits
received by the Executive from other employers following the termination of this
Agreement.



                                       6
<PAGE>



10.  CONFIDENTIALITY
     ---------------

The  Executive  has been,  and will in the  future be,  exposed to  confidential
information of the Bank and/or the Parent Corp., including,  but not limited to,
financial  information,  business  plans,  product  and service  ideas,  new and
existing customer lists, vendor lists,  account  information,  pricing policies,
trade secrets,  methods,  procedures and confidential  information of the Bank's
and/or  the Parent  Corp.'s  customers  (the  "Confidential  Information").  The
Executive agrees as follows:

     (a)  All  Confidential  Information  expressly  is  understood  to  be  the
          property  of the Bank  and/or  its  customers.  All such  Confidential
          Information  and any other  records  or  documents  of the Bank in the
          possession  or  control of  Executive  shall be  returned  to the Bank
          immediately upon the cessation of the Executive's  employment with the
          Bank.

     (b)  The  Executive  shall  keep  all  Confidential   Information  strictly
confidential,  and shall not use such Confidential Information on his own behalf
or on behalf of any third  parties or  disclose  the same to any third  parties,
either  directly or indirectly,  except in furtherance of the Bank's business or
as the Bank may direct.

11.  POST-EMPLOYMENT RESTRICTIONS ON COMPETITION
     -------------------------------------------

     (a)  In consideration of the severance  benefits  provided to the Executive
herein,  which  Executive  acknowledges he would not otherwise be entitled to in
the absence of this  Agreement,  the Executive  covenants and agrees that, for a
period of one (1) year  following the voluntary  termination by Executive of his
employment  with the Bank  pursuant to Section  8(a)(i)  for any reason  (except
following  a Change of  Control),  he will not accept  employment  or  otherwise
provide  services in the position or function of President  and Chief  Executive
Officer  or in any  similar  capacity  to any bank  headquartered  or having its
Connecticut operations headquartered within the "Restricted Territory" set forth
on  Exhibit  A. The  foregoing  restriction  applies  solely to the  Executive's
employment or  performance  of services to banks  headquartered  or having their
Connecticut  operations   headquartered  within  the  Restricted  Territory.  In
addition,  the  Executive  covenants  and agrees  that,  during the term of this
Agreement  and for a period of one (1) year  following  the  termination  of his
employment  with the Bank for any  reason,  he will  not  encourage  or  solicit
directly or  indirectly  any  employee of the Bank (i) to leave the Bank for any
reason  or (ii) to  devote  less that all of his or her  efforts  to the  Bank's
business.

     (b)  The  Executive  and the Bank  acknowledge  and  agree  that  they have
attempted  to limit  Executive's  ability  to  compete  with the Bank  only to a
reasonable  extent.  It is the desire and intent of the parties  hereto that the
provisions of this Agreement shall be



                                       7
<PAGE>



enforced to the fullest extent  permissible  under the laws and public  policies
applied  in each  jurisdiction  in which  enforcement  is sought.  However,  the
Executive  and the Bank agree that if a court finds that the scope of any one or
more of the provisions  contained in this Paragraph 11 shall, for any reason, be
invalid,  illegal,  excessively  broad,  unreasonable,  or  unenforceable in any
respect, then the court may modify the covenant to render it reasonable.

12.  SEVERABILITY
     ------------

If any provision,  paragraph, or subparagraph of this Agreement is determined by
a Court to be void, invalid, illegal, unreasonable or unenforceable, in whole or
in part, this adjudication  shall not affect the validity of any other provision
in this Agreement.  Each provision,  paragraph or subparagraph of this Agreement
is  severable  from  every  other  provision,  paragraph  and  subparagraph  and
constitutes a separate and distinct covenant.

13.  REMEDIES
     --------

The Executive  acknowledges and agrees that compliance with the  confidentiality
obligations  and  non-competition  contained in this  Agreement is necessary and
essential to protect the business and goodwill of Bank and/or the Parent  Corp.,
and that a breach of this  Agreement by the Executive will result in irreparable
and continuing  damage to Bank and/or the Parent Corp.,  for which money damages
would not provide adequate relief.  Consequently,  Executive agrees that, in the
event that he breaches or  threatens to breach the  confidentiality  obligations
contained in this Agreement, the Bank and/or the Parent Corp., shall be entitled
to either or both:

     (a)  immediate injunctive  relief in order to prevent the  continuation  of
such harm to Bank  and/or to the Parent  Corp.  and to enforce the terms of this
Agreement without the necessity of posting a bond; and

     (b)  money damages insofar as they can be determined.

Nothing in this Agreement  shall be construed to prohibit Bank from pursuing any
other remedy, the parties having agreed that all remedies are cumulative.

14.  GOVERNING LAW AND JURISDICTION
     ------------------------------

This Agreement and the enforceability thereof shall be governed by and construed
in  accordance  with  the  laws of the  State  of  Connecticut.  Any  action  or
proceeding  arising out of or relating to this Agreement may be commenced in any
state court or United States District Court located in the State of Connecticut.



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<PAGE>



15.  MODIFICATION
     ------------

The Parent Corp.,  the Bank and Executive  agree that this  Agreement may not be
modified or amended except by a written instrument  executed by Executive and an
authorized officer of Bank and the Parent Corp..

16.  COMPLETE AGREEMENT
     ------------------

This Agreement constitutes the entire agreement among the Parent Corp., the Bank
and Executive and shall  supersede and prevail over all other prior  agreements,
understandings  or  representations  by or between the parties,  whether oral or
written, with respect to the subject matters contained herein.

17.  ASSIGNMENT
     ----------

This  Agreement and the rights and  obligations of the parties hereto shall bind
and inure to the benefit of any  successor or  successors of Bank and the Parent
Corp.  by  reorganization,  merger or  consolidation  and any assignee of all or
substantially all of its business and properties, but neither this Agreement nor
any rights or benefits hereunder may be assigned by Executive.

18.  WAIVERS
     -------

If any party hereto shall waive any breach of any provisions of this  Agreement,
such party shall not be deemed to have waived any preceding or succeeding breach
of the same or any other provision of the Agreement.

19.  HEADINGS
     --------

The headings of the sections in this Agreement are inserted for convenience only
and shall not be deemed to  constitute a part of the Agreement nor to affect the
meaning of the Agreement.

20.  ATTORNEYS' FEES
     ---------------

If any party to this Agreement  breached any terms of this Agreement,  then that
party shall pay to the non-defaulting  party all of the  non-defaulting  party's
costs and expenses, including reasonable attorneys' fees, incurred by that party
in enforcing the terms of this Agreement.



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<PAGE>



21.  CERTAIN ADDITIONAL PAYMENTS TO THE EXECUTIVE

     (a)  Anything in this  Agreement to the  contrary  notwithstanding,  in the
event it shall be  determined  that any  payment or  distribution  by the Parent
Corp.  and/or the Bank to or for the benefit of the  Executive,  whether paid or
payable or distributed or distributable  pursuant to the terms of this Agreement
or  otherwise  (a  "Payment"),  would be subject  to the  excise tax  imposed by
Section  4999 of the Internal  Revenue Code of 1986,  as amended (the "Code") or
any similar  section of the Code or any  interest or  penalties  with respect to
such excise tax (such excise tax, together with any such interest and penalties,
are  hereinafter   collectively   referred  to  as  the  "Excise  Tax"),   then,
notwithstanding  any provision  herein to the contrary,  the Executive  shall be
entitled to receive an  additional  payment (a "Gross-up  Payment") in an amount
such that after payment by the Executive of all taxes (including any interest or
penalties imposed with respect to such taxes),  including,  without  limitation,
any income and  employment  taxes and any Excise Tax imposed  upon the  Gross-up
Payment, the Executive retains under this Agreement, after the imposition of all
applicable  taxes,  the same amount that he would have  retained had he not been
subject to the Excise Tax. The Gross-up  Payment under this  Paragraph  shall be
made no later than the later of (i) thirty (30) days  following  the date of the
Payment;  or (ii) the determination by the Accounting Firm pursuant to Paragraph
21(b) that a Gross-up Payment is required.

     (b)  Subject  to the  provisions  of Paragraph  21(c),  all  determinations
required to be made under this Paragraph,  including  whether a Gross-up Payment
is  required  and  the  amount  of such  Gross-up  Payment,  shall  be made by a
recognized  firm of certified  public  accountants  to be designated by the bank
(the "Accounting Firm"),  which shall provide detailed  supporting  calculations
both to the Parent  Corp.  and/or the Bank and the  Executive  within 30 days of
termination of employment under this Agreement,  if applicable,  or such earlier
time as is required by the Executive or the Parent Corp.  and/or the Bank.  When
calculating the amount of the Gross-up Payment, the Executive shall be deemed to
pay:

     (i)  Federal  income  taxes  at the  highest  applicable  marginal  rate of
federal income  taxation for the calendar year in which the Gross-up  Payment is
to be made, and

     (ii) Any applicable  state and local income taxes at the highest applicable
marginal rate of taxation for the calendar year in which the Gross-up Payment is
to be made, net of the maximum  reduction in federal income taxes which could be
obtained for deduction of such state and local taxes if paid in such year.

     All fees and expenses of the  Accounting  Firm shall be borne solely by the
Bank and/or the Parent  Corp..  The Bank or the Parent  Corp.  shall  furnish an
engagement letter to



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<PAGE>



the Accounting Firm in a form acceptable to the Bank or the Parent Corp. and the
Accounting  Firm in connection  with the  performance of the  Accounting  Firm's
services hereunder.

     If the  Accounting  Firm has performed  services for the person,  entity or
group who causes a Change of Control,  or affiliate  thereof,  the Executive may
select an alternative  accounting  firm from any nationally  recognized  firm of
certified  public  accountants  (which  alternative  firm shall be  referred  to
hereunder as the "Accounting  Firm").  If the Accounting Firm determines that no
Excise Tax is payable by the executive, the Bank and/or Parent Corp. shall cause
the  Accounting  Firm to  furnish  the  Executive  with an  opinion  that he has
substantial  authority  not to report any Excise Tax on his  federal  income tax
return.  Any  determination  by the  Accounting  Firm shall be binding  upon the
Parent Corp. and the Bank and the Executive.  As a result of the  uncertainty in
the  application  of  Section  4999  of the  Code  at the  time  of the  initial
determination  by the Accounting  Firm  hereunder,  it is possible that Gross-up
Payments which will not have been made by the Parent Corp.  and/or the Bank as a
result of such determination should have been made ("Underpayment"),  consistent
with the  calculations  required  to be made  hereunder.  In the event  that the
Parent Corp. and/or the Bank exhausts its remedies pursuant to Section 21(c) and
the  Executive  thereafter  is required to make a payment of any Excise Tax, the
Accounting Firm shall determine the amount of the Underpayment that has occurred
and any such Underpayment  shall be promptly paid by the Parent Corp. and/or the
Bank to or for the benefits of the Executive.

     (c)  The Executive shall notify the Parent Corp. and/or the Bank in writing
of any claim by the Internal Revenue Service that, if successful,  would require
the payment by the Parent Corp.  and/or the Bank of the Gross-up  Payment.  Such
notification  shall be given as soon as  practicable  but no later  than  twenty
business  days after the  Executive  receives  written  notice of such claim and
shall  apprise the Parent Corp.  and/or the Bank of the nature of such claim and
the date on which such claim is requested to be paid.  The  Executive  shall not
pay such claim prior to the  expiration of the thirty (30) day period  following
the date on which he gives such notice to the Parent Corp.  and/or Bank (or such
shorter period ending on the date that any payment of taxes with respect to such
claim is due).  If the Parent Corp.  and/or the Bank  notified the  Executive in
writing  prior to the  expiration of such period that it desires to contest such
claim, the Executive shall:

     (i)   give the  Parent  Corp.  and/or the Bank any  information  reasonably
           requested by the Parent Corp. and/or the Bank relating to such claim;

     (ii)  Take such  action in  connection  with  contesting  such claim as the
           Parent Corp. and/or the Bank shall reasonably request in writing from
           time  to  time,  including,   without  limitation,   accepting  legal
           representation with respect to



                                       11
<PAGE>



           such claim by an  attorney  reasonably selected  by the Parent  Corp.
           and/or the Bank.

     (iii) cooperate  with the  Parent  Corp.  and/or  the Bank in good faith in
           order effectively to contest such claim, and

     (iv)  permit  the  Parent  Corp.  and/or  the  Bank to  participate  in any
           proceedings relating to such claim;

provided,  however,  that the  Parent  Corp.  and/or the Bank shall bear and pay
directly all costs and expenses  (including  additional  interest and penalties)
incurred  in  connection  with such  contest  and shall  indemnify  and hold the
Executive  harmless,  on an after-tax  basis,  for any Excise Tax or income tax,
including  interest and penalties with respect  thereto,  imposed as a result of
such representation and such other costs and expenses. Without limitation on the
foregoing  provisions of this Paragraph,  the Parent Corp. and/or the Bank shall
control all  proceedings  taken in connection with such contest and, at its sole
option,  may pursue or forego any and all administrative  appeals,  proceedings,
hearings and conferences  with the taxing authority in respect of such claim and
may, at its sole option,  either direct the Executive to pay the tax claimed and
sue for a refund or contest the claim in a permissible manner, and the Executive
agrees to prosecute such contest to a  determination  before any  administrative
tribunal,  in a court  of  initial  jurisdiction  and in one or  more  appellate
courts, as the Parent Corp. and/or the Bank shall determine;  provided, however,
that if the Parent Corp. and/or the Bank directs the Executive to pay such claim
and sue for a refund,  the Parent Corp. and/or the Bank shall advance the amount
of such payment to the Executive,  on an interest free basis and shall indemnify
and hold the Executive  harmless,  on an after-tax basis, from any Excise Tax or
advance or with respect to any imputed income with respect to such advance;  and
further  provided that any extension of the statute of  limitations  relating to
payment of taxes for the taxable  year of the  Executive  with  respect to which
such  contested  amount is claimed to be due is limited solely to such contested
amount.  Furthermore,  the Parent Corp. and/or the Bank's control of the contest
shall be limited to issues  with  respect to which a Gross-up  Payment  would be
payable  hereunder and the Executive shall be entitled to settle or contest,  as
the case may be, any other issue raised by the Internal  Revenue  Service or any
other taxing authority.

     (d)  If, after  the receipt by the Executive of any amount  advanced by the
Parent Corp.  and/or the Bank pursuant to Paragraph 21(c), the Executive becomes
entitled to receive any refund with respect to such claim,  the Executive  shall
(subject to the Parent Corp. and /or the Bank's  complying with the requirements
of Paragraph 21(c)) promptly pay to the Parent Corp.  and/or the Bank the amount
of such refund  (together  with any  interest  paid or  credited  thereon by the
taxing  authority after deducting any taxes applicable  thereto).  If, after the
receipt by the  Executive of an amount  advanced by the Parent Corp.  and/or the
Bank



                                       12
<PAGE>



pursuant to Paragraph  21(c), a  determination  is made that the Executive shall
not be entitled to any refund  with  respect to such claim and the Parent  Corp.
and/or  the Bank does not  notify  the  Executive  in  writing  of its intent to
contest such denial or refund prior to the  expiration of thirty (30) days after
such  determination,  then  such  advance  shall be  forgiven  and  shall not be
required to be repaid and the amount of such advance shall offset, to the extent
thereof,  the amount of Gross-up  Payment  required  to be paid under  Paragraph
21(a).  The forgiveness of such advance shall be considered part of the Gross-up
Payment and subject to gross-up for any taxes (including  interest or penalties)
associated therewith.

IN WITNESS  WHEREOF,  the parties hereto have duly executed this Agreement as of
the date and year first above written.

                                      SOUTHINGTON SAVINGS BANK


                                         /s/ Walter Hushak
                                      ------------------------------------
                                      By:    Walter Hushak
                                      Title: Chairman


                                      BANCORP CONNECTICUT, INC.


                                         /s/ Walter Hushak
                                      ------------------------------------
                                      By:    Walter Hushak
                                      Title: Director


                                      EXECUTIVE


                                      /s/ Robert D. Morton
                                      ------------------------------------
                                          Robert D. Morton



                                       13
<PAGE>



                                    EXHIBIT A
                              RESTRICTED TERRITORY

     The  restriction  set forth in Paragraph 11 of this Agreement to which this
Exhibit is attached  shall apply to banks  headquartered  or having  Connecticut
operations  headquartered  in the following  municipalities  within the State of
Connecticut:

     Southington,  Meriden, Wallingford, New Britain, Plainville, Cheshire,
     Wolcott, Waterbury and Bristol









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