Dear Shareholder:

         You are  cordially  invited  to attend the 1999  Annual  Meeting of the
Shareholders  of  Bancorp  Connecticut,  Inc.  (the  "Company")  to be  held  on
Wednesday,  May 19, 1999. Matters scheduled for consideration at the Meeting are
the  election of  directors,  and the  ratification  of the  appointment  of the
Company's independent accountants for 1999.

         Please  give the  enclosed  Proxy  Statement  your  prompt and  careful
attention.  A copy of the Company's 1998 Annual Report to  Shareholders  also is
enclosed.  If you need an additional copy of the Company's Annual Report, please
call Lesley A. DeAngelo at 860-620-5295.

         It is important  that your shares be  represented  at the  Meeting.  To
ensure that your shares will be represented, please sign and promptly return the
enclosed  proxy in the  envelope  provided,  regardless  of whether  you plan to
attend the Meeting.  If you attend the  Meeting,  you may vote in person even if
you previously have mailed in your proxy.

                                                     Sincerely,

                                                     /s/ ROBERT D. MORTON
                                                     ------------------------
                                                         ROBERT D. MORTON
                                                         President


<PAGE>



                            BANCORP CONNECTICUT, INC.
                                 121 MAIN STREET
                         SOUTHINGTON, CONNECTICUT 06489

                 NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS OF
                            BANCORP CONNECTICUT, INC.
                             TO BE HELD MAY 19, 1999

                TO THE SHAREHOLDERS OF BANCORP CONNECTICUT, INC.:

     Notice is hereby  given that the 1999  Annual  Meeting of the  Shareholders
(the  "Meeting") of Bancorp  Connecticut,  Inc. (the  "Company") will be held at
2:00 p.m.  on  Wednesday,  May 19,  1999,  at The Aqua Turf Club,  556  Mulberry
Street, Southington, Connecticut, for the following purposes:

          (1) To elect four  directors to serve until the 2002 annual meeting of
     shareholders and until their successors are elected and have qualified;

          (2) To ratify the  appointment  of  PricewaterhouseCoopers  LLP as the
     Company's  independent  accountants for the fiscal year ending December 31,
     1999; and

          (3) To transact  such other  business as may properly  come before the
     Meeting or any adjournment thereof.

     Only  shareholders  of record of outstanding  shares of Common Stock of the
Company at the close of business on March 24,  1999,  are entitled to notice of,
and to vote at, the Meeting or any adjournment or postponement thereof.

     A list of the Company's shareholders will be open to the examination of any
shareholder,  for any purpose germane to the Meeting,  during ordinary  business
hours, for at least 10 days prior to the Meeting, at the offices of the Company.

                                              BY ORDER OF THE BOARD OF DIRECTORS

                                              /s/ Wayne F. Patenaude
                                              ---------------------------
                                                  Wayne F. Patenaude
                                                  Secretary

Southington, Connecticut
April 16, 1999

         YOUR VOTE IS IMPORTANT.  TO VOTE YOUR SHARES,  PLEASE MARK,  SIGN, DATE
AND RETURN THE  ENCLOSED  PROXY CARD AS PROMPTLY AS POSSIBLE  WHETHER OR NOT YOU
PLAN TO ATTEND THE MEETING IN PERSON.  IF YOU ATTEND THE  MEETING,  YOU MAY THEN
REVOKE YOUR PROXY AND VOTE IN PERSON.


<PAGE>



                            BANCORP CONNECTICUT, INC.

                                 121 MAIN STREET
                         SOUTHINGTON, CONNECTICUT 06489
                                 (860) 628-0351

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

                                 PROXY STATEMENT
                               FOR ANNUAL MEETING
                             TO BE HELD MAY 19, 1999

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

                                  INTRODUCTION

     This Proxy Statement is furnished to  shareholders of Bancorp  Connecticut,
Inc.,  a  Delaware   corporation  (the   "Company"),   in  connection  with  the
solicitation  of proxies by the Board of Directors of the Company (the  "Board")
for use at the  Annual  Meeting  of  Shareholders  of the  Company to be held on
Wednesday,  May 19, 1999, at 2:00 p.m.,  local time, at The Aqua Turf Club,  556
Mulberry  Street,   Southington,   Connecticut  06489  and  any  adjournment  or
postponement  thereof (the  "Meeting").  The Company is the holding  company for
Southington  Savings  Bank, a  Connecticut-chartered  capital stock savings bank
(the "Bank").

     At the  Meeting,  shareholders  will be asked to consider and vote upon two
proposals:  (1) the  election of four  directors  to serve as  directors  of the
Company until the 2002 annual meeting of shareholders  ("Proposal  Number One");
and (2) the ratification of the appointment of PricewaterhouseCoopers LLP as the
Company's  independent  accountants for the fiscal year ending December 31, 1999
("Proposal Number Two").

     This Proxy  Statement is dated April 16, 1999, and is first being mailed to
shareholders along with the related form of proxy on or about April 16, 1999.

     If a proxy in the  accompanying  form is properly  executed and returned to
the Company in time for the  Meeting and is not revoked  prior to the time it is
exercised,  the shares represented by the proxy will be voted in accordance with
the  directions  specified  therein  for the  matters  listed on the proxy card.
Unless the proxy specifies that it is to be voted against or voting authority is
to be withheld on a listed  proposal,  such proxy will be voted FOR each nominee
listed in Proposal  Number One and FOR Proposal Number Two, and otherwise in the
discretion  of the proxy holders as to any other matter that may come before the
Meeting.

     Voting by those present during the Meeting will be by ballot. Votes will be
counted by tellers of the election.  These tellers will canvas the  shareholders
present at the  Meeting,  count their votes and count the votes  represented  by
proxies  presented.  Abstentions and broker nonvotes are counted for purposes of
determining the number of shares represented at the Meeting,  but are deemed not
to have voted on the applicable  proposal.  Abstentions and broker nonvotes will
therefore have the same effect as a negative vote.  Broker nonvotes occur when a
broker nominee,  holding shares in street name for the beneficial owner thereof,
has not received voting instructions from the beneficial owner and does not have
discretionary authority to vote such shares.

<PAGE>

                              REVOCABILITY OF PROXY

     Any  shareholder of the Company who has given a proxy may revoke such proxy
at any time  before it is voted by either (i) filing a written  revocation  or a
duly executed proxy bearing a later date with Wayne F.  Patenaude,  Secretary of
the  Company,  at  Bancorp  Connecticut,  Inc.,  121 Main  Street,  Southington,
Connecticut 06489, or (ii) attending the Meeting and voting in person before the
proxy is voted.  Attendance at the Meeting will not in and of itself  constitute
the revocation of a proxy.

             RECORD DATE, OUTSTANDING SECURITIES AND VOTES REQUIRED

     The Board has fixed the close of  business  on March 24, 1999 as the record
date (the "Record Date") for  determining  holders of outstanding  shares of the
Company's  Common  Stock,  par value  $1.00 per share  ("Common  Stock") who are
entitled  to  notice  of and to  vote at the  Meeting.  As of the  Record  Date,
5,193,948  shares of Common  Stock were  issued and  outstanding.  Each share of
Common Stock is entitled to one vote, and a majority of the  outstanding  shares
of Common Stock will  constitute a quorum for the transaction of business at the
Meeting.  No other class of securities of the Company is outstanding or entitled
to vote at the Meeting.

     The election of each nominee listed in Proposal Number One as a director of
the Company requires the affirmative vote of a plurality of the shares of Common
Stock which are present or represented at the Meeting.  The approval of Proposal
Number Two requires the  affirmative  vote of a majority of the shares of Common
Stock which are present or represented at the Meeting.

     The Company  expects that the  officers  and  directors of the Company will
vote the shares of Common Stock held by them (representing  approximately  7.61%
of the shares of Common Stock issued and  outstanding)  in favor of each nominee
listed in Proposal Number One and in favor of Proposal Number Two.


                             PRINCIPAL SHAREHOLDERS

     As of the  Record  Date,  there  were no persons or groups (as that term is
used in Section  13(d)(3) of the  Securities  Exchange Act of 1934) known to the
Company who own or may be deemed to own  beneficially  more than five percent of
the outstanding Common Stock.


                               PROPOSAL NUMBER ONE

                              ELECTION OF DIRECTORS

     The Company's Certificate of Incorporation (the "Certificate") provides for
a Board of Directors  of not less than seven and not more than fifteen  members,
as fixed from time to time by the Board  pursuant to the Company's  Bylaws.  The
Certificate  also  provides  that the Board is divided  into three  classes,  as
nearly equal in number as the then total number of  directors  constituting  the
entire Board permits, with the term of office of one class expiring each year at
the annual meeting. Each class of directors is elected for a term of three years
except  in  the  case  of   elections  to  fill   vacancies  or  newly   created
directorships.


<PAGE>

     The Board  presently  consists  of the twelve  persons  indicated  below as
either nominee for director or continuing directors.  Four individuals are to be
elected  to  serve  for a term  of  three  years  and  until  the  election  and
qualification of their successors. Unless a shareholder WITHHOLDS AUTHORITY, the
holders  of  proxies  representing  shares  of  Common  Stock  will vote FOR the
election of Michael J. Karabin,  David P. Kelley,  Ralph G. Mann, and Anthony S.
Pizzitola  as  directors to serve until the  Company's  2002 annual  meeting and
until their  successors are elected and have qualified.  The Board has no reason
to  believe  that any of the  nominees  will  decline or be unable to serve as a
director of the Company.  However,  if any such nominee shall be unavailable for
any  reason,  then  proxies  will be voted for the  election  of such  person or
persons as may be recommended by the Board.

         The  following  tables set forth,  as of  February  28,  1999,  certain
information about each nominee director,  each director continuing in office and
each executive officer of the Company and the Bank who is not a director. Unless
otherwise  stated,  all nominees,  directors  continuing in office and executive
officers  have  held the  positions  described  for the  past  five  years.  The
Company's  executive  officers serve at the pleasure of the Board.  Each nominee
and continuing director also serves as a director of the Bank.



NOMINEES                     AGE         DIRECTOR SINCE         TERM EXPIRING*
--------                     ---         --------------         -------------

Michael J. Karabin           52               1994                   2002

David P. Kelley              57               1994                   2002

Ralph G. Mann                69               1994                   2002

Anthony S. Pizzitola         68               1994                   2002


CONTINUING DIRECTORS         AGE         DIRECTOR SINCE          TERM EXPIRING
--------------------         ---         --------------          -------------

Andrew J. Meade              60               1994                   2000

Frank R. Miller              60               1994                   2000

Robert D. Morton             58               1994                   2000

Dennis J. Stanek             56               1994                   2000

Norbert H. Beauchemin        62               1995                   2001

Walter J. Hushak             75               1994                   2001

Frederick E. Kuhr            61               1994                   2001

Joseph J. LaPorte            65               1994                   2001


*  Assumes election at the Meeting.

     NORBERT H.  BEAUCHEMIN,  CPA, is Vice President of the  accounting  firm of
Dudzik & Beauchemin, P.C., CPAs, located in Southington, Connecticut.

     WALTER J. HUSHAK has served as Chairman  of the Board of  Directors  of the
Bank (the "Bank Board") since May 1994 and prior to that as Vice Chairman of the
Bank Board since  1982.  He retired in April 1998 as Senior  Vice  President  of
Janazzo Services, Inc., which is located in Southington, Connecticut.

     MICHAEL J.  KARABIN is  President  of  Acme-Monaco  Spring  Corporation,  a
manufacturer of springs, stampings, wire forms, orthodontic hardware and medical
assemblies located in New Britain, Connecticut.

     DAVID P.  KELLEY is a partner in the law firm of Kelley,  Crispino & Kania,
Southington,  Connecticut.  He has  been the  Southington  Town  Attorney  since
November 1993. He is also Counsel to the Bank.

     FREDERICK E. KUHR is President  and  controlling  shareholder  of Evergreen
Nursery, Inc., Southington, Connecticut.

<PAGE>

     JOSEPH J. LAPORTE retired in 1996 as a Manufacturers  Representative of the
BCS  Company,  a  distributor  of  industrial  metal  finishing   chemicals  and
equipment, located in Thompson, Connecticut. From 1992 to 1998, he was President
of JNF Associates, Inc., developers of real estate.

     RALPH G. MANN retired as President and Chief Executive  Officer of the Bank
on December 31, 1991. He was associated  with the Bank as an officer or employee
for 37 years, including 10 years as Chief Executive Officer.

     ANDREW J. MEADE has  served as Vice  Chairman  of the Bank Board  since May
1994. He is President of International  Security Products,  Inc. (doing business
as Lori Lock),  a  manufacturer  of security  products  located in  Southington,
Connecticut.   He  also  is  President  of  Delta  Controls,   a  subsidiary  of
International  Security  Products.  Mr.  Meade also has been the Chairman of the
Southington Town Council since 1993.

     FRANK R. MILLER,  CPA, is the Managing  Partner of the  accounting  firm of
Miller, Moriarty and Company, L.L.C., located in New Britain, Connecticut.

     ROBERT D. MORTON has been the  President of the Company since its formation
on March 31,  1994.  Mr.  Morton  has also been  President  and Chief  Executive
Officer of the Bank since January 1992.

     ANTHONY S. PIZZITOLA  retired in October 1994 as President and Treasurer of
Pizzitola  Electric Co., Inc., an electrical  contractor located in Southington,
Connecticut.

     DENNIS J. STANEK is Senior  Vice  President-Investments  of Tucker  Anthony
Incorporated,  an investment  banking  firm.  Mr. Stanek is based in such firm's
Hartford, Connecticut office.


                COMPANY EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

     Mr. Wayne F. Patenaude is the Company's  only executive  officer other than
Mr. Morton.


  NAME                          AGE                     POSITION
  ----                          ---                     --------
Wayne F. Patenaude              38      Secretary and  Treasurer of the Company;
                                        Treasurer and Chief Financial Officer of
                                        the Bank

     WAYNE F.  PATENAUDE  has been the  Treasurer  and  Secretary of the Company
since  January 1, 1999 and March 17,  1999,  respectively,  and Chief  Financial
Officer and  Treasurer of the Bank since  January 1, 1999.  Prior to joining the
Bank,  he  served as Senior  Vice  President  and  Chief  Financial  Officer  of
Glastonbury Bank and Trust Company.  He has been a Chartered  Financial  Analyst
since 1994.


              THE BOARD OF DIRECTORS AND CERTAIN OF ITS COMMITTEES

     The Board has a standing Audit and Compliance  Committee  whose members are
appointed  annually.  The Audit and Compliance  Committee  currently consists of
Messrs.  Beauchemin,  Hushak,  Karabin,  Kelley, Meade and Miller. The Audit and
Compliance Committee reviews the report of the Company's internal audit function
and compliance function, recommends annually to the Board the appointment of the
independent certified public accountants for the Company,  reviews the scope and
the cost of the  prospective  annual audit and reviews the results  thereof with
the Company's  independent  certified public accountants,  reviews  management's
procedures  and  policies  relative to the  adequacy of the  Company's  internal
accounting controls, and reviews compliance with federal and state laws relating
to accounting  practices.  The members of the Audit and Compliance Committee are
also members of the Bank's Audit and Compliance Committee.

<PAGE>

     The  Board  has a  Compensation  Committee  that  meets  jointly  with  the
Compensation  Committee  of the  Bank  Board  because  the  Company  has no paid
employees.   The  Compensation  Committee  is  responsible  for  developing  the
Company's overall  compensation  philosophy and recommending the compensation of
the Bank's  executive  officers  to the Bank Board and the  Company  Board.  Mr.
Morton does not  participate in any Board or Bank Board  discussions  concerning
his  compensation.  The  Compensation  Committee  currently  consists of Messrs.
Hushak,   Karabin,   Kelley,   LaPorte,   Meade,  Miller,  and  Pizzitola.   See
"Compensation  Committee Report on Executive  Compensation"  for a more detailed
description of the Compensation Committee's function.

     The Board has not established a standing nominating committee. The Board as
a whole operates as a nominating  committee.  A shareholder's  right to nominate
individuals  for  election  to the Board is set forth in the  Company's  Bylaws.
Pursuant  to the Bylaws,  a  shareholder  must  deliver  written  notice of such
shareholder's  intent to make such a nomination  to, or mail such notice so that
it is received by, the Company's  Secretary at the Company's principal executive
offices  not less  than 20 days nor more than 130 days  prior to the  applicable
meeting.  The Bylaws further require that the written notice set forth (1) as to
each person whom the  shareholder  proposes to nominate (a) such person's  name,
age,  business  address  and  residence  address,  (b) such  person's  principal
occupation or employment, (c) the class and number of shares of the Company such
person beneficially owns, and (d) any other information required by law; and (2)
as to the shareholder giving such notice (a) such shareholder's name and address
as they appear on the Company's  records,  (b) the class and number of shares of
the Company such shareholder  beneficially  owns, (c) a representation  that the
shareholder  is a holder of record of stock of the  Company  entitled to vote at
the  applicable  meeting  and  intends  to  appear in person or by proxy at such
meeting to nominate  the person or persons  specified  in the notice,  and (d) a
description of all  arrangements or  understandings  between the shareholder and
each nominee  specified  in the notice and any other  person or persons  (naming
such other person or persons)  pursuant to which the shareholder  will make such
nomination  or  nominations.  A copy of the  Company's  Bylaws  will be provided
without charge to any shareholder of the Company upon such shareholder's written
request to Lesley A.  DeAngelo,  Bancorp  Connecticut,  Inc.,  121 Main  Street,
Southington, Connecticut 06489.

         During  1998,  the Board  held 16  meetings,  the Audit and  Compliance
Committee held 1 meeting, and the Compensation Committee held 5 meetings. During
1998, each director of the Company  attended at least 75% of the meetings of the
Board and all committees upon which he served, except Mr. Pizzitola who attended
57% of such meetings.

<PAGE>

                    STOCK OWNERSHIP OF DIRECTORS AND OFFICERS

     The  following  table sets forth as of  February  28,  1999,  the number of
shares of Common  Stock  beneficially  owned by (a) each  director,  nominee for
director  and the  individuals  named in the Summary  Compensation  Table of the
Company;  and (b) all directors,  nominees and executive officers of the Company
as a group.

Name of Beneficial              Amount and Nature of        Percent of
     Owner                     Beneficial Ownership (1)      Class (2)
---------------------         ------------------------      ---------
Robert D. Morton                       200,420   (3)          3.27%
Walter J. Hushak                        88,062   (4)          1.44%
Anthony S. Pizzitola                    70,984   (5)          1.16%
Anthony Priore, Jr.                     67,456   (6)          1.10%
Joseph J. LaPorte                       67,414   (7)          1.10%
Ralph G. Mann                           65,066   (8)          1.06%
Andrew J. Meade                         62,592   (9)          1.02%
Norbert H. Beauchemin                   59,271   (10)           *
Michael J. Karabin                      58,184   (11)           *
Frederick E. Kuhr                       55,788   (12)           *
David P. Kelley                         46,082   (13)           *
Dennis J. Stanek                        38,868   (14)           *
Frank R. Miller                         31,725   (15)           *

All directors, nominees and executive  912,212   (16)        14.87%
officers as a group (14 persons)

*    LESS THAN ONE PERCENT.
----------------------------------------------

(1)  Except as otherwise  noted,  each person named in the table has sole voting
     and  investment  power  over the  number of shares of Common  Stock  listed
     opposite his name.  The Company's  directors  and  principal  officers hold
     options to purchase  shares of Common Stock pursuant to the Company's Stock
     Option Plans. For the purpose of the table, shares subject to those options
     which may be  exercised  within  the next 60 days  ("currently  exercisable
     options") are deemed  beneficially  owned by the  individuals  holding such
     options. Until such time as the options are exercised,  no person will have
     voting or investment power over the shares subject to the options.

(2)  For the purpose of computing  the  percentage of  outstanding  Common Stock
     owned by each  person  named in the  table,  shares  subject  to  currently
     exercisable  options held by such person  pursuant to the  Company's  Stock
     Option Plans are deemed to be outstanding.

(3)  Includes beneficial  ownership of 53,490 shares purchased by Mr. Morton for
     himself;  and 9,250 shares  purchased by Mr.  Morton's  wife over which Mr.
     Morton has no voting or investment  power and of which Mr. Morton disclaims
     beneficial ownership. Includes 137,680 shares issuable upon the exercise of
     currently exercisable options.

<PAGE>

(4)  Includes  24,900 shares  issuable  upon  exercise of currently  exercisable
     options.

(5)  Includes  beneficial  ownership of 30,376 shares purchased by Mr. Pizzitola
     for himself and 10,028 shares  purchased by Mr. Pizzitola's wife over which
     Mr.  Pizzitola has no voting or investment  power.  Includes  30,580 shares
     issuable upon the exercise of currently exercisable options.

(6)  Includes  56,800 shares  issuable  upon  exercise of currently  exercisable
     options.

(7)  Includes 33,474 shares  purchased  jointly by Mr. LaPorte and his wife over
     which Mr. LaPorte has shared voting and investment  power.  Includes 33,940
     shares issuable upon exercise of currently exercisable options.

(8)  Includes  36,586  shares  purchased  jointly by Mr.  Mann and his wife over
     which Mr. Mann has shared  voting and  investment  power.  Includes  28,480
     shares issuable upon the exercise of currently exercisable options.

(9)  Includes  beneficial  ownership of 11,959 shares purchased by Mr. Meade for
     himself;  991 shares purchased by Mr. Meade's wife; 10,495 shares purchased
     by Mr. Meade for the Meade Trust; and 5,207 shares purchased jointly by Mr.
     Meade and his wife.  Includes  33,940 shares  issuable upon the exercise of
     currently exercisable options.

(10) Includes 4,023 shares purchased by Mr. Beauchemin for himself; 3,636 shares
     purchased by Mr.  Beauchemin's wife over which Mr. Beauchemin has no voting
     or  investment  power  and of which  Mr.  Beauchemin  disclaims  beneficial
     ownership;  28,680  shares  purchased by Dudzik &  Beauchemin,  P.C.  CPA's
     Profit Sharing Trust over which Mr.  Beauchemin has no voting or investment
     power and of which Mr. Beauchemin disclaims beneficial  ownership;  and 432
     shares  purchased  by  Dudzik &  Beauchemin,  P.C.  CPA's  over  which  Mr.
     Beauchemin  has no voting or investment  power and of which Mr.  Beauchemin
     disclaims  beneficial  ownership.  Includes  22,500  shares  issuable  upon
     exercise of currently exercisable options.

(11) Includes beneficial  ownership of 4,612 shares purchased by Mr. Karabin for
     himself;  2,570 shares  purchased by Mr. Karabin's wife for their daughters
     over which Mr. Karabin has no voting or investment  power, and of which Mr.
     Karabin  disclaims  beneficial  ownership  of 1,528  shares;  2,002  shares
     purchased by Mr.  Karabin's  wife for their sons over which Mr. Karabin has
     no voting or investment  power;  and 22,920 shares purchased by Acme-Monaco
     Spring  Corporation  (Profit  Sharing),  of which Mr. Karabin is President,
     over which Mr.  Karabin has shared voting and  investment  power.  Includes
     26,080 shares issuable upon the exercise of currently exercisable options.

(12) Includes  beneficial  ownership of 21,848 shares  purchased  jointly by Mr.
     Kuhr and his wife over  which Mr.  Kuhr has shared  voting  and  investment
     power.  Includes  33,940  shares  issuable  upon the  exercise of currently
     exercisable options.

(13) Includes  33,940 shares  issuable  upon  exercise of currently  exercisable
     options.

(14) Includes  33,940 shares  issuable  upon  exercise of currently  exercisable
     options.

<PAGE>

(15) Includes beneficial  ownership of 11,521 shares purchased by Mr. Miller for
     himself;  and 104 shares purchased by Mr. Miller's wife as custodian for an
     unrelated  third  party over which Mr.  Miller has no voting or  investment
     power and of which Mr.  Miller  disclaims  beneficial  ownership.  Includes
     20,100 shares issuable upon the exercise of currently exercisable options.

(16) Includes 516,820 shares issuable upon the exercise of currently exercisable
     options.


             SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors,  and persons who own more than ten percent of its Common
Stock, to file reports of ownership and changes in ownership with the Securities
and Exchange  Commission  (the  "Commission")  and the National  Association  of
Securities  Dealers,  Inc.  Officers,  directors  and  greater  than ten percent
shareholders  are required by the  Commission to furnish the Company with copies
of all  Section  16(a)  forms  that they file.  The  Company is not aware of any
person or group that owns in excess of five  percent of the  outstanding  Common
Stock. See "Principal Shareholders."

     Based  solely on its review of the copies of such forms  received by it, or
written representations from certain reporting persons that no reports on Form 5
were  required  for those  persons,  the Company  believes  that during 1998 all
filing requirements applicable to its officers and directors were complied with,
except that Mr. Stanek filed one late report of  beneficial  ownership on Form 4
regarding one transfer of securities.


                             EXECUTIVE COMPENSATION

     The following tables set forth information with respect to Mr. Morton's and
Mr.  Anthony  Priore,  Jr.'s  compensation.  Mr. Morton is the  Company's  Chief
Executive  Officer and Mr. Priore was the  Company's  Treasurer and Secretary in
1998 and they are the only  officers  of the  Company  whose  salary  and  bonus
exceeded $100,000 in 1998. All amounts listed below were paid by the Bank to Mr.
Morton in his capacity as the Bank's  President and Chief Executive  Officer and
to Mr.  Priore in his  capacity as the Bank's  Senior Vice  President  and Chief
Financial Officer.

                           SUMMARY COMPENSATION TABLE

-------------------------------------------------------------------------------
                            Annual Compensation      Long-Term
                                                    Compensation
                           --------------------    ---------------
                                                       Awards
                                                   ---------------
                                                     Securities
       Name                                          Underlying      All Other
       and                    Salary    Bonus(1)   Options/SARs(2)  Compensation
Principal Position   Year       ($)       ($)            (#)             ($)
--------------------------------------------------------------------------------
Robert D. Morton,    1998    $181,617     $0           7,500         $10,062 (3)
President            1997    $163,028   $40,000       25,000         $ 4,750 (4)
                     1996    $156,180   $30,000       12,500         $ 4,500 (4)
-------------------------------------------------------------------------------
Anthony Priore, Jr., 1998    $ 90,058   $10,000         0            $ 3,302 (5)
Treasurer and        1997    $ 83,558   $20,000        8,000         $ 3,017 (5)
Secretary *          1996    $ 81,000   $17,000        4,000         $ 2,850 (5)
--------------------------------------------------------------------------------

(1)  Consists of cash distributions under the Bank's profit sharing plan.

(2)  Consists only of securities underlying options. Neither the Company nor the
     Bank has any plan pursuant to which Stock Appreciation  Rights ("SARs") may
     be granted to any person.

(3)  Includes  aggregate  contributions of $4,800 made by the Bank to the Bank's
     savings plan for Mr. Morton's benefit and $5,262 for automobile allowance.

<PAGE>

(4)  Includes  aggregate  contributions  made by the Bank to the Bank's  savings
     plan for Mr. Morton's benefit.

(5)  Consists of  contributions  made by the Bank to the Bank's savings plan for
     Mr. Priore's benefit.

* Mr. Priore  resigned from his positions on December 31, 1998 and left the Bank
on February 12, 1999.

STOCK OPTIONS GRANTED IN 1998.
-----------------------------

     The following table sets forth certain information  regarding stock options
granted to the individuals named in the Summary  Compensation Table during 1998.
In addition,  in accordance with the Commission's  rules, the table also shows a
hypothetical  potential  realizable value of such options based on assumed rates
of annual  compounded  stock price  appreciation of 5% and 10% from the date the
options were granted over the full option term. The assumed rates of growth were
selected by the Company for illustration  purposes only, and are not intended to
predict  future stock prices,  which will depend upon market  conditions and the
Company's future  performance and prospects.  Based upon the closing stock price
and the  number of common  shares  outstanding  at the end of 1998,  an  assumed
annual stock price  appreciation of 10% would produce a corresponding  aggregate
pretax gain over the full option term of  approximately  $122.7  million for the
Company's common shareholders.

<TABLE>
<CAPTION>
                    OPTION/SAR GRANTS IN LAST FISCAL YEAR (1)
<S>                  <C>            <C>              <C>                  <C>                 <C>              <C>    

----------------------------------------------------------------------------------------------------------------------------
                                                                                             Potential Realizable Value at
                                                                                             Assumed Annual Rates of Stock
                                                                                             Price Appreciation For Option
                                    Individual Grants                                                   Term(2)
----------------------------------------------------------------------------------------------------------------------------
                      Number of        Percent of
                      Securities          Total
                      underlying        Options/
                     Options/SARs     SARs Granted    Exercise or
                       Granted        to Employees     Base Price         Expiration             5%               10%
      Name               (#)         in Fiscal Year      ($/Sh)            Date (3)              ($)              ($)
------------------ ----------------- --------------- --------------- --------------------- ---------------- ----------------
Robert D. Morton,       7,500             23%            15.625            12/21/08            76,753           191,630
President
------------------ ----------------- --------------- --------------- --------------------- ---------------- ----------------
Anthony                  -0-              -0-             N/A                N/A                 N/A              N/A
Priore, Jr.,
Treasurer
------------------ ----------------- --------------- --------------- --------------------- ---------------- ----------------
</TABLE>

(1)  Neither the Company nor the Bank has any plan pursuant to which SARs may be
     granted to any person.

<PAGE>

(2)  Potential  Realizable Value is based on the assumed annual growth rates for
     each of the grants shown over their ten-year option term.  Actual gains, if
     any, on stock option  exercises are dependent on the future  performance of
     the  Company's  Common  Stock.  There can be no assurance  that the amounts
     reflected in this table will be achieved.

(3)  The options  granted to Mr. Morton cannot be exercised  until  December 21,
     1999.

     AGGREGATED OPTION EXERCISES IN 1998 AND OPTION VALUES AT DECEMBER 31, 1998.
The  following  table sets forth  certain  information  concerning  stock option
exercises  by the  individuals  named in the Summary  Compensation  Table during
1998,  including  the  aggregate  value of gains  on the  date of  exercise.  In
addition,  this table includes the number of shares covered by both  exercisable
and non-exercisable stock options as of December 31, 1998. Also reported are the
values for "in-the-money" options that represent the positive spread between the
exercise  price of any such existing  stock options and the closing market price
of the Common Stock at December 31, 1998.

<TABLE>
<CAPTION>

 <S>                 <C>               <C>             <C>                      <C>                       
                                   AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
                                                         OPTION/SAR VALUES (1)
------------------------------------------------------------------------------------------------------------------
                                                         Number of Securities
                                                        Underlying Unexercised   Value of Unexercised in-the-Money
                     Shares Acquired                    Options/SARs at Fiscal   Options/SARs at Fiscal Year-End
                       on Exercise     Value Realized        Year-End (#)                      ($)
      Name                (#)               ($)        Exercisable/Unexercisable    Exercisable/Unexercisable
-------------------- ---------------- ---------------- ------------------------- ---------------------------------
Robert D. Morton,          0                 0               160,720/7,500                  1,202,516/0
President
-------------------- ---------------- ---------------- ------------------------- ---------------------------------
Anthony Priore, Jr.        0                 0                56,800/0                      441,588/0
Treasurer
-------------------- ---------------- ---------------- ------------------------- ---------------------------------
</TABLE>

(1)  Mr. Morton and Mr. Priore do not hold any SARs.


                                  PENSION PLAN

     The Bank maintains a noncontributory  defined benefit pension plan that has
been qualified under the Internal Revenue Code of 1986, as amended (the "Code"),
and the Employee  Retirement Income Security Act of 1974, as amended  ("ERISA").
The pension plan covers  full-time  employees of the Bank who have  attained the
age of 21 and have  completed  at least one year of  service  with the Bank.  In
general,  the pension plan provides for monthly payments to or on behalf of each
covered employee upon such employee's  normal retirement date after the later of
reaching the age of 65 or the fifth anniversary of the employee's  participation
in the plan.  The plan also  provides the option of receiving  early  retirement
benefits,  provided  that the  participant  has reached the age of 55 and has at
least 10 years of service with the Bank.

     Effective for benefits  earned after June 30, 1989,  benefit  payments to a
participant  are  based  upon (i) the  employee's  number  of years of  credited
service (up to a maximum of 30), (ii) his average cash  compensation  (excluding
bonuses and other special pay) for the 60 consecutive calendar months of highest
earnings  during  the  last  120  consecutive   calendar  months  preceding  the
employee's  retirement date, and (iii) his Social Security covered compensation.
A participant  may choose from a variety of monthly payment  options,  including
payments for the participant's  lifetime only, or for the participant's lifetime
and the lifetime of his surviving spouse.

<PAGE>

     Under the  pension  plan,  the Bank  makes an annual  contribution  for the
benefit of eligible  employees to meet the funding  requirements of the Code and
ERISA.  Such  contributions  are  computed  on an  actuarial  basis.  All of the
contributions to and all of the expenses  involved in administering  the pension
plan are paid  entirely by the Bank.  Although  the Bank's  employees  no longer
contribute to the pension plan to help fund their benefits, they have previously
made such contributions.


<TABLE>
<CAPTION>

                                             SOUTHINGTON SAVINGS BANK

                                           DEFINED BENEFIT PENSION PLAN

                                              ANNUAL PENSION BENEFITS
                                             BASED ON YEARS OF SERVICE
<S>           <C>            <C>              <C>             <C>               <C>              <C>     

-------------------------------------------------------------------------------------------------------------
                                                   Years of Service
-------------------------------------------------------------------------------------------------------------

Final 
Average
Earnings          10             15               20               25               30               35
------------ ------------- ---------------- --------------- ---------------- ---------------- ---------------
$ 20,000      $  3,000       $  4,500         $   6,000       $   7,500         $  9,000         $  9,000
------------ ------------- ---------------- --------------- ---------------- ---------------- ---------------
  25,000         3,750          5,625             7,500           9,375           11,250           11,250
------------ ------------- ---------------- --------------- ---------------- ---------------- ---------------
  35,000         5,536          8,304            11,072          13,840           16,608           16,608
------------ ------------- ---------------- --------------- ---------------- ---------------- ---------------
  50,000         8,761         13,142            17,522          21,903           26,283           26,283
------------ ------------- ---------------- --------------- ---------------- ---------------- ---------------
  75,000        14,136         21,204            28,272          35,340           42,408           42,408
------------ ------------- ---------------- --------------- ---------------- ---------------- ---------------
 100,000        19,511         29,267            39,022          48,778           58,533           58,533
------------ ------------- ---------------- --------------- ---------------- ---------------- ---------------
 125,000        24,886         37,329            49,772          62,215           74,658           74,658
------------ ------------- ---------------- --------------- ---------------- ---------------- ---------------
 150,000        30,261         45,392            60,522          75,653           90,783           90,783
------------ ------------- ---------------- --------------- ---------------- ---------------- ---------------
 175,000*       32,411         48,617            64,822          81,028           97,233           97,233
------------ ------------- ---------------- --------------- ---------------- ---------------- ---------------
 200,000*       32,411         48,617            64,822          81,028           97,233           97,233
------------ ------------- ---------------- --------------- ---------------- ---------------- ---------------
</TABLE>

*    Compensation limited to $160,000

The above table  reflects  the benefit  formula  that is currently in effect for
those earning benefits after June 30, 1989. Effective for benefits earned on and
after June 30, 1994, the limit on an individual's compensation is $150,000, with
future  indexing,  under Section  401(a)(17) of the Code. The limit for 1995 and
1996 was $150,000.  The limit for 1997 and 1998 was $160,000. The limit for 1999
is indexed at $160,000.

     The  pension  plan  covers a  participant's  cash  compensation  (excluding
bonuses and other special pay), which is approximately  equivalent to the annual
compensation   reported  in  the  column  entitled   "Salary"  in  the  "Summary
Compensation  Table" above. The above table illustrates  annual pension benefits
for an employee who retired at age 65 in 1998 and elects to have equal  payments
paid over his lifetime, with no continuation to a spouse. The benefits listed in
the table are not subject to a deduction for Social Security or any other offset
amount. For the purposes of the pension plan, at June 30, 1998, Mr. Morton had 7
years of service and Mr. Priore had 21 years of service.

<PAGE>

                            SUPPLEMENTAL PENSION PLAN

     Effective  January  1,  1996,  the Bank  adopted a  supplemental  executive
retirement plan ("SERP") for Mr. Morton. Under the terms of the SERP, Mr. Morton
will receive a supplemental  pension  benefit at retirement  equal to the excess
benefit  which would have  accrued if the Bank's  defined  benefit  pension plan
benefit were calculated without regard to the compensation and benefit limits of
Sections 401(a)(17) and 415 of the Code.

     Retirement  benefits  payable  under  the  SERP  may be  paid  in any  form
permitted under the Bank's defined benefit pension plan, a lump sum payout, or a
fixed number of equal annual  installments  commencing  when Mr.  Morton  begins
receipt of his benefits under the defined benefit pension plan.

     The Bank has funded its  obligations  under the SERP by  purchasing  a cash
surrender value life insurance policy on Mr. Morton.

     Effective  December 21, 1998, the Bank adopted another SERP for Mr. Morton,
which in combination with current and prior other employer  provided  retirement
benefits  would provide upon Mr.  Morton's  retirement a benefit equal to 60% of
his final average compensation.  The benefits under the Plan will not vest until
Mr. Morton's  death,  disability or completion of 10 years service with the Bank
(on June 30, 2000),  except for a change of control, in which event his benefits
will immediately vest. The Bank's first funding  obligation under this plan will
not occur until 1999. The Bank expects to fund its obligations with assets to be
purchased by the Bank and held in a grantor trust.


                                  SAVINGS PLAN

     In 1987,  the Bank  adopted  a  contributory  defined  contribution  profit
sharing plan that is intended to be qualified  under the Code and ERISA,  and is
further  intended to comply with the requirements of Section 401(k) of the Code.
The plan covers  employees who have attained the age of 21 and have completed at
least one year of service with the Bank.  Eligible  employees may elect to defer
from 1% to 15% of their  compensation  (but, for 1998, not in excess of $10,000)
by means of payroll  deduction.  For employees earning over $80,000,  the amount
which  they may  contribute  may be  further  limited  in any year to enable the
savings plan to meet certain tests imposed by the Code. Participants who work at
least 500 hours during a calendar year also receive a Bank matching contribution
equal to, in the Bank's  discretion,  no more than 6% of their  compensation for
the calendar year. Such participants received Bank matching  contributions of 3%
of  their  compensation  for  1998.  Such  participants  will  receive  matching
contributions of 3% of their compensation for 1999. Participants are always 100%
vested in their contributions and Bank matching contributions.

     Contributed   sums  are  held  in  trust  and   invested  by  the  trustee.
Participants receive a proportionate share of plan earnings or losses based upon
their investment selection and their account balances.  Participants may request
a loan  from  their  accounts  in the  plan  subject  to  certain  restrictions.
Generally,  the amount of the loan may not exceed  one-half of their interest in
the plan.  Participants  may  request a  withdrawal  of their  contributions  in
certain  circumstances.  Otherwise,  upon  a  participant's  retirement,  death,
disability or termination of employment,  the participant's accounts may be paid
out in a lump sum.


                              EMPLOYMENT AGREEMENT

     The Bank and Robert D. Morton, President and Chief Executive Officer of the
Company and the Bank, are parties to a three-year  employment  agreement,  which
expires  January  1,  2000.  The  term  of  the  employment   agreement  extends
automatically  for one  additional  year on each  January  1, so that  there are
successive  three-year  terms of  employment,  unless either party gives 90-days
advance notice. The agreement provides, among other things, for an annual review
of Mr. Morton's salary, for merit increases at the discretion of the Bank Board,
and for  participation in bonuses and employee benefit plans and fringe benefits
which are or may be adopted by the Bank for its executive employees.

<PAGE>

     The Bank Board may terminate Mr. Morton's employment  agreement at any time
with or without cause. If he were terminated  without cause, Mr. Morton would be
entitled to receive  either a monthly  payment  over the  remaining  term of the
agreement or a lump sum amount equal to Mr. Morton's then current salary for the
remaining term of the agreement,  discounted by one-half of one percent for each
month of the remaining term of the agreement.  Such amounts would not be reduced
by any  compensation  that Mr. Morton might receive from new employment.  If Mr.
Morton's  employment is terminated within one year of a change in control of the
Company,  either  involuntarily  by  action  of the Bank or by Mr.  Morton,  the
agreement  provides for a lump sum severance  payment to Mr. Morton on or before
his  last day of  employment  with the Bank  equal to three  times  the  highest
compensation  paid  or  payable  to  Mr.  Morton  with  respect  to  any  twelve
consecutive  month  period  during the three  years  ending with the date of Mr.
Morton's  termination.  Severance  payments would be reduced by any liability of
the Bank  for any  payments  made  for  termination  without  cause  but not for
compensation  received for any new  employment.  The  employment  agreement also
contains  a  two-year  covenant  not to compete  if Mr.  Morton  terminates  his
employment  without  the consent of the Bank Board or more than one year after a
change in control of the Company and/or the Bank.


                          TRANSACTIONS WITH MANAGEMENT

     There has been no  transaction or series of  transactions  since January 1,
1998, and no  transactions  are proposed,  to which the Company or the Bank is a
party in which the amount  involved  exceeds  $60,000 and in which any director,
nominee,  executive  officer  or  member  of  their  immediate  families  has an
interest.


                         CERTAIN BUSINESS RELATIONSHIPS

     Mr. Dennis J. Stanek,  a member of the Board,  is a Senior Vice President -
Investments  of Tucker  Anthony  Incorporated  ("Tucker  Anthony"),  which  firm
provides  securities  brokerage services to the Bank. Mr. Stanek did not receive
any portion of the fees paid by the Bank to Tucker  Anthony in  connection  with
these  services  during  1998.  Tucker  Anthony  will  continue to perform  such
services in 1999.

     For  information  concerning Mr. Kelley's  relationship  with the Bank, see
"Compensation Committee Interlocks and Insider Participation" below.

     In the opinion of  management,  the services  described in this section and
under  "Transactions  with  Management"  were  provided  on  terms  at  least as
favorable as could be obtained  from  independent  parties.  The Company and the
Bank  expect to continue  to use the  services of each of the above  persons and
entities in the future.


                      INDEBTEDNESS OF MANAGEMENT AND OTHERS

     The Bank has  engaged  and  expects  to  engage in the  future  in  banking
transactions  in the ordinary  course of business  with  directors and executive
officers  of the Company and their  associates  and members of their  respective
families.  Such transactions are made on substantially the same terms, including
interest rates and collateral on loans, as those prevailing at the same time for
comparable transactions with others and do not involve more than the normal risk
of collectibility or present other unfavorable features.


             COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

     The  Company  provides  no cash  compensation  to its  executive  officers.
Instead, the Bank provides such compensation.

<PAGE>

     The Compensation  Committee of the Company is responsible for reviewing and
approving the Company's overall  compensation  philosophy and, together with the
Compensation Committee of the Bank,  recommending the compensation of the Bank's
executive officers.  The Compensation  Committee's  recommendations on executive
compensation  are  presented  to the Bank  Board and the Board  for  review  and
approval.

     The  Bank's  compensation  program is  comprised  of a base  salary,  stock
options,  an annual  cash  profit  sharing  program  and  customary  retirement,
insurance and vacation benefits.

     In establishing executive compensation, one of the Compensation Committee's
primary considerations is its review of industry data from peer group surveys of
salary  ranges and incentive  pay. The Bank's peer group is determined  based on
company asset size,  number of employees and  geographical  considerations.  The
Compensation   Committee   exercises   discretion  and  makes   judgments  after
considering all factors that are relevant to the success of the Bank,  including
the  achievement  of objective  targets  relating to the Bank's  management  and
financial  performance.  The  Compensation  Committee  considered  the following
guidelines in establishing Mr. Morton's compensation:  overall leadership of the
Bank and the  Company;  development  of future  strategies  for the Bank and the
Company;  implementation of strategic plans;  achievement of performance targets
that  reflect the  continued  financial  success of the Bank and the Company and
overall  shareholder  value.  Mr.  Morton  received an annual merit  increase of
$19,449 for 1998 (or 11.7% of his 1997 salary).

     Although,  in previous years, the Compensation  Committee has established a
profit sharing pool each year, the Compensation  Committee  decided for the year
ended 1998 to phase out the profit  sharing pool by 1999, and to utilize some of
the accrued  dollars in the pool to adjust base salaries and ranges to make them
more competitive.

     Although  certain  employees  were paid a percentage  of last year's profit
sharing  payout  the Board of  Directors  voted  not to pay Mr.  Morton a profit
sharing pool payout in 1998, but,  instead  increased his base salary in 1999 to
make it more in line with that of his peer group.

     The Board  also  voted  effective  December,  1998 to  provide  him with an
additional   supplemental   executive   retirement   plan,  as  described  under
"Supplemental Pension Plan," to make his plan more in line with that of his peer
group.

     Stock  options are granted to employees at all levels of the  organization.
In recommending option grants for 1998, the Compensation  Committee reviewed all
ownership of options and distributed new options to certain  officers,  based on
total past options  granted.  In 1998, Mr. Morton  received  options to purchase
7,500  shares  of the  Company's  common  stock,  representing  23% of the total
options distributed to those employees during 1998.

     The  Compensation  Committee  believes that executive  compensation  levels
during fiscal 1999 adequately reflect the Bank's  compensation  goals,  policies
and  philosophies.  Effective for 1999, Mr.  Morton's total  compensation  award
reflects the  Compensation  Committee's  judgment based on its evaluation of Mr.
Morton's contribution to the Bank's 1998 operating results.

Walter J. Hushak           David P. Kelley           Frank R. Miller
Michael J. Karabin         Joseph L. LaPorte         Anthony S. Pizzitola
                           Andrew J. Meade

                                     * * * *

<PAGE>

           COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     Messrs.  Hushak,  Karabin,  Kelley,  LaPorte,  Meade,  Miller and Pizzitola
served as members of the  Compensation  Committee  of the  Company  and the Bank
Board during the fiscal year ended  December  31,  1998.  As part of the Boards'
review of the Compensation Committee's recommendations,  Mr. Morton participated
in the Boards'  deliberations  concerning  executive officer  compensation.  Mr.
Morton  did  not  participate  in any  such  deliberations  relating  to his own
compensation.

         Mr. Kelley is a partner of the law firm of Kelley, Crispino & Kania. He
received a retainer of $17,000 for acting as Bank Counsel in 1998. In 1998,  the
Bank paid Kelley,  Crispino & Kania fees for additional legal  representation on
various  matters.  Mr. Kelley will receive a $20,000 retainer for acting as Bank
counsel in 1999.  Kelley,  Crispino & Kania  continues to represent  the Bank on
various legal matters.

     Mr.  Morton  is the  President  of the  Company  and  President  and  Chief
Executive Officer of the Bank.


                            COMPENSATION OF DIRECTORS

     The directors of the Company are also directors of the Bank. In 1998,  each
director  of the Bank,  other  than the  President,  received  a fee of $400 for
attendance  at each regular  meeting of the Bank Board,  $500 for  attendance at
each  director/officer  seminar,  and $300 for  attendance  at each meeting of a
committee  of the Bank Board.  Company  board and  committee  meetings  normally
immediately   follow  Bank  meetings,   and  directors   receive  no  additional
compensation  for their services at such meetings.  When a Company  meeting does
not  occur on the same  day as a Bank  meeting,  the  Company  pays  non-officer
directors  for each meeting  based upon the same rate schedule in effect for the
Bank.

     In  addition  to his  fees  for  attendance  at Bank  Board  and  committee
meetings,  the Bank in 1998 also paid  Walter J.  Hushak  $17,000  for  services
rendered as Bank Chairman. Mr. Hushak will receive $20,000 for services rendered
as Bank Chairman in 1999.

     Directors who are not employees of the Company may  participate in the 1997
Stock Option Plan (the "1997 Plan") and be awarded  non-qualified  stock options
("NQSO's").  Nonemployee directors were previously eligible to be awarded NQSO's
pursuant to the 1993 Stock Option Plan that  terminated on May 14, 1997 upon the
approval of the 1997 Stock Option Plan.  The exercise  price of these NQSO's may
never be less than the fair market value of the  underlying  Common Stock on the
date the NQSO's are granted.

     Pursuant  to the 1997 Plan,  on  December  21,  1998,  Messrs.  Beauchemin,
Hushak,  Karabin,  Kelley,  Kuhr, LaPorte,  Mann, Meade,  Miller,  Pizzitola and
Stanek were each granted NQSO's to purchase 7,500 shares of Common Stock.  These
options become  exercisable on December 21, 1999 at an exercise price of $15.625
per share and expire on December 21, 2008.


                         SHAREHOLDER RETURN PRESENTATION

     The following graph compares the change in the Company's  cumulative  total
return on its Common Stock to (a) the change in the  cumulative  total return on
the stocks  included in the  Standard and Poor's 500 Index and (b) the change in
the  cumulative  total  return on the stocks  included in the Keefe,  Bruyette &
Woods,  Inc.  New  England  Bank Index  assuming an  investment  of $100 made on
December 31, 1993, in the Bank,  the Company's  sole  subsidiary,  and comparing
relative values on December 31, 1998. All of these  cumulative total returns are
computed  assuming the  reinvestment  of dividends at the  frequency  with which
dividends  were paid  during  the  period.  Note  that the  Common  Stock  price
performance  shown  below  should  not be viewed as being  indicative  of future
performance.



<PAGE>

Performance Graph

                     INDEX OF TOTAL RETURN (12/31/93 = 100)

------------- --------------- ------------------- --------------- --------------
                                                                    Price Plus
                  S&P 500      KBW New England          BKCT        Cumulative
   Date            Index          Bank Index          Indexed       Dividends
------------- --------------- ------------------- --------------- --------------
 12/31/93         100.00           100.00              100.00         $5.625
  3/31/94          96.24           105.19              115.68         $6.507
  6/30/94          96.65           123.93              120.25         $6.764
  9/30/94         101.38           118.33              113.75         $6.399
 12/31/94         101.36           100.67               99.60         $5.602
------------- --------------- ------------------- --------------- --------------
  3/31/95         111.19           113.03              100.83         $5.671
  6/30/95         121.77           128.41              131.28         $7.385
  9/30/95         131.42           146.93              147.39         $8.291
 12/31/95         139.31           157.13              142.07         $7.991
------------- --------------- ------------------- --------------- --------------
  3/31/96         146.78           157.45              165.61         $9.316
  6/30/96         153.35           167.00              221.14        $12.439
  9/30/96         158.05           187.66              221.78        $12.475
 12/31/96         171.21           217.03              223.75        $12.586
------------- --------------- ------------------- --------------- --------------
  3/31/97         175.83           225.37              233.24        $13.120
  6/30/97         206.46           270.80              258.02        $14.514
  9/30/97         221.91           319.57              361.74        $20.348
 12/31/97         228.26           373.11              430.52        $24.217
------------- --------------- ------------------- --------------- --------------
  3/31/98         260.03           395.82              420.37        $23.646
  6/30/98         268.59           386.00              399.95        $22.497
  9/30/98         241.92           302.58              345.62        $19.441
 12/31/98         293.36           344.79              317.02        $17.833
------------- --------------- ------------------- --------------- --------------


Source:  KEEFE, BRUYETTE & WOODS, INC.


<PAGE>


     THE ELECTION OF EACH NOMINEE  REQUIRES THE AFFIRMATIVE  VOTE OF A PLURALITY
OF THE SHARES  PRESENT OR  REPRESENTED  AT THE  MEETING.  THE BOARD OF DIRECTORS
RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE ELECTION OF ALL NOMINEES.

                               PROPOSAL NUMBER TWO

          RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP
                       AS INDEPENDENT ACCOUNTANTS FOR THE
                      FISCAL YEAR ENDING DECEMBER 31, 1999

     The Board has entered into an agreement  with  PricewaterhouseCoopers  LLP,
independent  certified  public  accountants,  to be  the  Company's  independent
accountants  for  the  fiscal  year  ending   December  31,  1999,   subject  to
ratification by the Company's shareholders.  PricewaterhouseCoopers LLP has been
the  Company's  independent  certified  public  accountants  since the Company's
formation  on  March  31,  1994  and the  Bank's  independent  certified  public
accountants since August 1993. A representative of PricewaterhouseCoopers LLP is
expected to be present at the Meeting to respond to  appropriate  questions  and
will have the  opportunity  to make a  statement  if he or she desires to do so.
Unless otherwise directed, proxies will be voted in favor of ratification of the
appointment of PricewaterhouseCoopers LLP.

     THE APPOINTMENT OF THE COMPANY'S  INDEPENDENT  ACCOUNTANTS MUST BE RATIFIED
BY THE  AFFIRMATIVE  VOTE OF A MAJORITY OF THE SHARES OF COMMON STOCK PRESENT OR
REPRESENTED AT THE MEETING.  THE BOARD RECOMMENDS THAT  SHAREHOLDERS  VOTE "FOR"
THE  RATIFICATION  OF  THE  APPOINTMENT  OF  PRICEWATERHOUSECOOPERS  LLP  AS THE
COMPANY'S INDEPENDENT ACCOUNTANTS.

                              SHAREHOLDER PROPOSALS

     If a shareholder intends to present a proposal at the Company's 2000 annual
meeting  of  shareholders,  and  seeks  to have  the  proposal  included  in the
Company's  proxy  statement and form of proxy  relating to that annual  meeting,
pursuant to Rule 14a-8 of the Securities  Exchange Act of 1934, as amended,  the
proposal  must be  received by the Company at its  principal  executive  offices
located  at 121 Main  Street,  Southington,  Connecticut  06489 on or before the
close of business December 17, 1999. If a shareholder wishes to present a matter
at the 2000 annual  meeting that is outside of the processes of Rule 14a-8,  the
Company's  bylaws  state that notice to the Company must be given to the Company
by April 28, 2000. After that date, the proposal will be considered untimely and
the Company's proxies will have  discretionary  voting authority with respect to
such matter. Any proposals, as well as any related questions, should be directed
to the Secretary of the Company.

                                  SOLICITATION

     The Company will bear all costs and  expenses  associated  with  soliciting
management  proxies.  In  addition  to  the  use of the  mails,  proxies  may be
solicited by the directors, officers and regular employees of the Company and/or
the Bank by personal interview,  telephone or telegram. Such directors, officers
and employees will not be additionally compensated for such solicitation but may
be reimbursed  for  out-of-pocket  expenses  incurred in  connection  therewith.
Arrangements will also be made with custodians, nominees and fiduciaries for the
forwarding of  solicitation  material to the  beneficial  owners of Common Stock
held of record by such persons,  and the Company will reimburse such custodians,
nominees and fiduciaries for their reasonable out-of-pocket expenses incurred in
connection therewith.

<PAGE>

                                  OTHER MATTERS

     As of the date of this Proxy Statement, the Board is not aware of any other
business or matters to be presented for  consideration at the Meeting other than
as set forth in the Notice of Meeting attached to this Proxy Statement. However,
if any other  business  shall come  before the  Meeting  or any  adjournment  or
postponement  thereof and be voted upon,  the enclosed  proxy shall be deemed to
confer  discretionary  authority  on the  individuals  named to vote the  shares
represented by such proxy as to any such matters.

                           ANNUAL REPORT ON FORM 10-K

     THE COMPANY WILL PROVIDE  WITHOUT CHARGE TO EACH  BENEFICIAL  HOLDER OF ITS
COMMON STOCK ON THE RECORD DATE, UPON THE WRITTEN REQUEST OF ANY SUCH PERSON,  A
COPY OF THE  COMPANY'S  ANNUAL  REPORT ON FORM 10-K FOR THE  FISCAL  YEAR  ENDED
DECEMBER 31, 1998, AS FILED WITH THE COMMISSION. ANY SUCH REQUEST SHOULD BE MADE
IN WRITING TO LESLEY A. DEANGELO,  BANCORP  CONNECTICUT,  INC., 121 MAIN STREET,
SOUTHINGTON, CONNECTICUT 06489.

Southington, Connecticut
April 16, 1999`


<PAGE>


                            BANCORP CONNECTICUT, INC.
                                 121 Main Street
                              Southington, CT 06489

                  Proxy for the Annual Meeting of Shareholders
                     To be held at 2:00 p.m. on May 19, 1999
          Aqua Turf Club, 556 Mulberry Street, Southington, Connecticut

The undersigned hereby appoints Wayne F. Patenaude, Secretary and Treasurer, and
Stephen M. Settino,  or any of them,  attorneys and proxies for the  undersigned
with power of  substitution,  to act and to vote, with the same force and effect
as the undersigned, all shares the undersigned is entitled to vote at the Annual
Meeting of Shareholders of Bancorp Connecticut, Inc. to be held on May 19, 1999,
and any and all adjournments thereof.

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

          Please mark, sign and date your proxy on the reverse side.

<PAGE>

                 Please Detach and Mail in the Envelope Provided

/X/ Please mark your
      votes as in this
      example.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL OF THE BELOW PROPOSALS.

Proposal 1.
Election of
Directors for a 
three year term
expiring in 2002.

                  WITHHOLD AUTHORITY
FOR               FOR ALL NOMINEES
/   /                      /   /

Michael J. Karabin, David P. Kelley, Ralph G. Mann, Anthony S. Pizzitola

TO WITHHOLD AUTHORITY FOR INDIVIDUAL NOMINEE(S).  Write individual
nominee(s) name(s) below.

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

Proposal 2.  Ratification  of the appointment of  PricewaterhouseCoopers  LLP as
independent accountants.

FOR               AGAINST           ABSTAIN
/   /             /   /             /   /

Such  persons (or their  substitutes)  are directed to vote as indicated in this
proxy and are  authorized to vote in their  discretion  upon any other  business
which properly comes before the meeting or any adjournment thereof.

IF NO CHOICE IS SPECIFIED,  SHARES  REPRESENTED  BY THIS PROXY WILL BE VOTED FOR
ALL NOMINEES AND PROPOSAL 2.

Please sign and date this proxy and promptly return it in the envelope provided.

I WILL ATTEND THE ANNUAL MEETING  /   /

Signature(s)                             Date
             --------------------------        -----------------------------


NOTE:  Please sign as name appears  hereon.  Joint owners should each sign. When
signing as attorney, executor,  administrator,  trustee or guardian, please give
full title as such.