ex99-1.htm


                                                                                         EXHIBIT
      10.1

    


    AGREEMENT
      FOR DEPOSIT TRANSFER AND ASSUMPTION,

    PURCHASE
      AND SALE OF ASSETS AND ASSIGNMENT

    AND
      ASSUMPTION OF LEASE

    


    


    This
      AGREEMENT is made as of this 13th day of November, 2007, by and between Savings
      Institute Bank and Trust Company, a federally chartered stock savings bank
      having its principal office in Willimantic, Connecticut (the "Purchaser"),
      and
      The Bank of Southern Connecticut, a Connecticut state chartered bank and trust
      company having its main office in New Haven, Connecticut (the
      "Seller");

    


    WHEREAS,
      the Seller desires, upon the terms and conditions set forth herein, to (i)
      divest the deposit liabilities of its branch office at 15 Masonic Street, New
      London, Connecticut (the "Branch"), (ii) sell the Loans described in Section
      1.4, (iii) sell the Assets described in Section 2.1 and (iv) consummate the
      other transactions contemplated hereby (collectively, the "Transactions");
      and

    


    WHEREAS,
      the Purchaser desires to assume such deposit liabilities of the Branch, to
      purchase the Loans and the Assets as more specifically set forth herein and
      to
      consummate the Transactions;

    


    NOW,
      THEREFORE, in consideration of the commitments and covenants contained herein,
      and for other good and valuable consideration, the receipt and sufficiency
      of
      which are hereby mutually acknowledged, the Seller and the Purchaser (each,
      a
      "Party" and collectively, the "Parties") agree and covenant as
      follows:

    


    


    ARTICLE
      I

    ASSUMPTION
      OF LIABILITIES

    


    1.1           Time
      and Place of Closing.

    


    (a)           The
      closing of the transactions contemplated hereby (the "Closing") shall occur
      on a
      Friday at 5:00 p.m. on a date mutually agreeable to the Parties following
      receipt of all Government Approvals (as defined in Section 1.9), the expiration
      of all legally mandated waiting periods, the receipt of all other required
      consents and the satisfaction of all of the closing conditions (the "Closing
      Date");

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b)           The
      Closing shall be at the offices of the Purchaser or at such other place as
      the
      Seller and the Purchaser may mutually agree.

    


    1.2           Transfers
      and Consideration.

    


    (a)           The
      Purchaser agrees that on and after the Closing Date, subject to the terms and
      conditions of this Agreement, it will assume the following Deposit Liabilities
      (as defined below):

    


    (i)           Assumption
      of Deposits. On the Closing Date, subject to the terms and conditions set forth
      in this Agreement, the Purchaser will assume the aggregate outstanding balance
      of all deposit accounts attributed on the records of the Seller to the Branch,
      including, without limitation, all savings, checking, transaction, negotiable
      order of withdrawal and certificate accounts, plus accrued interest payable
      on
      such accounts as of the Closing Date as reflected on the records of the Seller,
      but shall not include: (a) deposits which are held by the Seller pursuant to
      or
      under any judgment, decree or order of any court, are subject to any legal
      restraint or legal process, or are subject to any lien, claim, charge or
      encumbrance; (b) deposits which, in the calendar year in which the Closing
      occurs, become subject to escheat to any government authority pursuant to
      applicable escheat and unclaimed property laws; (c) any deposit under a trust
      or
      custodial arrangement qualified as an individual retirement account within
      the
      meaning of section 408 of the Internal Revenue Code of 1986, as amended (the
      "Code"), (d) accounts maintained by a customer solely or principally to
      facilitate the sending of funds remittances outside the United States, and
      (e)
      deposits that, in the sole discretion of the Seller, are essential to
      maintaining relationships with customers that have accounts or loans domiciled
      at any of the Seller's other offices (collectively, the "Deposit Liabilities").
      (A list of such Deposit Liabilities as of November 5, 2007 is attached hereto
      as
      Schedule 1.2.)  Such schedule shall be updated as of the Closing
      Date.

    


    (ii)           Except
      as expressly set forth in Section 1.2(a)(i), the Purchaser will not assume
      any
      other Deposit Liabilities of the Seller arising prior to the Closing Date,
      and
      the Purchaser will not assume any other Deposit Liabilities whatsoever of the
      Seller arising on and after the Closing Date.

    


    1.3           Payment.

    


    (a)           The
      amount to be paid by the Seller to the Purchaser in consideration of the
      assumption by the Purchaser of the Deposit Liabilities (the "Deposit Transfer
      Amount") shall equal the outstanding balances and accrued interest on the
      Deposit Liabilities ("Closing Balances") as of the close of business on the
      Closing Date reduced by (i) the amount of any overdrafts described in Sections
      1.4 and 1.10 and (ii) an amount determined by multiplying the Closing Balances
      ((i) and (ii) collectively, the "Adjustments") less (x) any and all deposits
      identified in Schedule 1.3 and 1.3(a) annexed hereto by TWELVE PERCENT (12%)
      and
      (y) the deposits identified in Schedule 1.3 by SIX PERCENT (6%) (e.g. if the
      deposits identified in Schedule 1.3 Closing Balances are $3,500,000 and the
      all
      other deposit Closing Balances are $10,000,000, the (x) and (y) reduction amount
      would be $1,200,000 plus $210,000, or $1,410,000) (collectively, the "Deposit
      Premium").

    


    (b)           Because
      the final Deposit Transfer Amount will not be determinable until after the
      Closing Date, the Seller shall pay the Purchaser by wire transfer of immediately
      available U.S. funds and the Seller shall effect the wire transfer by 2:00
      p.m.
      on the Closing Date in an amount equal to the outstanding balances and accrued
      interest on the Deposit Liabilities as of the close of business on the third
      business day preceding the Closing Date net of Adjustments (the "Deposit Closing
      Payment"). The Seller shall deliver to the Purchaser on the business day
      immediately prior to the Closing Date a preliminary settlement statement setting
      forth a calculation of the Deposit Closing Payment.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c)           The
      Seller shall deliver to the Purchaser no later than three (3) business days
      after the Closing Date a final settlement statement the ("Final Settlement
      Statement") setting forth a calculation of the Deposit Transfer Amount and
      the
      difference between the Deposit Transfer Amount and the Deposit Closing Payment.
      If the Purchaser objects to any items on the Final Settlement Statement, the
      Purchaser shall have the right to deliver written notice (the "Disputed Items
      Notice") to the Seller within five (5) days after receipt by the Purchaser
      of
      the Final Settlement Statement, specifying the basis for such objection and
      setting forth the Purchaser's proposed modification to the Final Settlement
      Statement. If the Purchaser delivers a Disputed Items Notice, the Seller and
      the
      Purchaser shall attempt to resolve and determine the correct Deposit Transfer
      Amount as promptly as practicable. In the event the Purchaser delivers a timely
      Disputed Items Notice and the Seller and the Purchaser are unable to resolve
      such dispute within five (5) days after the Purchaser's receipt of such Disputed
      Items Notice, the items in dispute shall be submitted for a final and binding
      determination to an individual independent arbiter jointly selected by the
      Seller and the Purchaser (the "Arbiter").  The Arbiter shall prepare
      his or her resolution statement within five (5) business days of
      appointment.  The difference between the Deposit Transfer Amount and
      the Deposit Closing Payment shall be paid by wire transfer of funds by the
      Seller to the Purchaser or by the Purchaser to the Seller, as applicable, no
      later than five (5) business days after the Closing Date or after the resolution
      of the Purchaser's objections, as the case may be.  Any such amount
      shall accrue interest daily at the average of the near closing bid rates for
      Federal Funds as published in The Wall Street Journal during the period
      (or the most recently published daily rate prior to such date) from, but
      excluding, the Closing Date to and including the date of payment. Further,
      any
      errors on Deposit Liabilities or accrued interest thereon ("Mistakes-in-Fact")
      which are determined as of the date of the Final Settlement Statement shall
      be
      reconciled as of such date and appropriate adjustments of payments shall be
      made
      to the Seller or the Purchaser, as appropriate, at such time. Notwithstanding
      the foregoing, or anything else herein to the contrary, any Mistakes-in-Fact
      which shall be determined by the Seller or the Purchaser thereafter related
      to
      the transactions contemplated hereby shall nevertheless be reconciled by
      adjustment or payment to the Seller or the Purchaser, as appropriate, within
      thirty (30) business days of such determination; provided that any such
      Mistakes-in-Fact must be determined within six months after the Closing Date
      in
      order for a claim to be made with respect thereto.

    


    (d)           The
      Purchaser agrees to pay Seller the following two additional premiums (each
      a
      "Premium") on the deposits identified in Schedule 1.3: (i) THREE PERCENT (3%)
      of
      the outstanding balances and accrued interest on the deposits identified in
      Schedule 1.3 as of the close of business on the ninetieth (90th) day (the
      "Maturity Date") after the Closing Date; and (ii) THREE PERCENT (3%) of the
      outstanding balances on the deposits identified in Schedule 1.3 as of the close
      of business on the one hundred and eightieth (180th) day (the
      "Maturity Date") after the Closing Date.  Purchaser shall pay the
      Seller each Premium by wire transfer of immediately available U.S. funds within
      five business days following the respective Maturity Date for each
      Premium.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (e)           If
      the Seller accepts an item on or before the Closing Date, which item is returned
      as uncollectible, and no offset of funds is available to the Purchaser, then
      the
      Seller shall be liable for such item in an amount equal to the portion not
      covered by offset; provided that, the Seller shall have the exclusive right
      to
      pursue any and all rights and remedies against the party that presented such
      item and the Purchaser agrees to assign to the Seller any and all contractual
      rights necessary for the Seller to pursue such rights and remedies. Adjustment
      to the Deposit Closing Payment will be made as necessary to reflect the Seller's
      liability.

    


    1.4           Purchase
      of Loans.

    


    Seller
      shall transfer to the Purchaser all loans (each a "Loan" and collectively,
      the
      "Loans") attributed on the records of the Seller to the Branch, except that
      overdrafts approved by the Seller with respect to ledger dates on or not more
      than ten (10) days prior to the Closing Date will be handled in accordance
      with
      Section 1.10 and provided that such Loans are no more than ninety (90) days
      past
      due as of the Closing Date as reflected on the records of the
      Seller.  In the event any Loans secured by passbook savings accounts
      are not transferred from the Seller to the Purchaser due to such Loans being
      more than ninety (90) days past due, the passbook savings accounts securing
      such
      Loans will also not be transferred to the Purchaser.  The Loans shall
      be transferred by the Seller to the Purchaser by negotiation of the promissory
      notes and assignment of the applicable security agreements.

    


    1.5           Loan
      Purchase Price.

    


    The
      Purchaser agrees to pay to the Seller, on the Closing Date, an amount equal
      to
      the unpaid principal due on the Loans as reflected on the books of the Seller
      as
      of the Closing Date in immediately available U.S. funds (the "Loan Purchase
      Price").

    


    1.6           Additional
      Obligations of the Parties.

    


    (a)           On
      the Closing Date, the Seller shall:

    


    (i)           execute,
      acknowledge and deliver to the Purchaser all such endorsements, assignments,
      and
      other instruments of conveyance, assignment and transfer that shall reasonably
      be necessary to consummate the assumption of the Deposit Liabilities free and
      clear of all liens and encumbrances and the purchase of the Loans.

    


    (ii)           assign,
      transfer and deliver to the Purchaser such of the following records pertaining
      to the Deposit Liabilities and the Loans as exist and are available (in whatever
      form or medium maintained by the Seller):

    


    
      	
               

            	
              (A)

            	
              signature
                cards, orders and contracts, including promissory notes and security
                agreements related to the Loans, between the Seller and depositors
                at the
                Branch and records of similar character;
                and

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (B)           records
      of account; and

    


    (iii)           for
      five (5) years, unless a longer period is required by applicable law, retain
      the
      records of the Seller which directly relate to any Deposit Liability or Loan
      that are maintained on microfilm, microfiche, computer disk or other media
      and,
      upon reasonable request of the Purchaser made to an officer of the Seller,
      as
      designated from time to time by the Seller, shall provide the Purchaser, at
      the
      Purchaser's expense, with copies of such records in a form reasonably acceptable
      to the Purchaser. The Seller shall promptly respond to requests of the Purchaser
      with the records requested or, for non-routine requests, a date or time by
      which
      a response may be reasonably expected. It is agreed that this obligation of
      the
      Seller shall survive in the event of any change of control transaction of the
      Seller.

    


    (b)           The
      Purchaser agrees that it will preserve and safely keep, for as long as may
      be
      required by applicable law, all of the files, books of account and records
      referred to above for the joint benefit of itself and the Seller, and that
      it
      will permit the Seller or its representatives, at any reasonable time upon
      reasonable notice and at the Seller's expense, to inspect, or to make extracts
      from or copies of, any such files, books of account or records as the Seller
      shall deem reasonably necessary.

    


    (c)           The
      Seller agrees to provide to the Purchaser within thirty (30) days of the date
      hereof and every thirty (30) days thereafter until the Closing Date, an updated
      list of all Deposit Liabilities, identifying the types of each such deposit,
      the
      amounts thereof, the interest rate(s) paid thereon, whether such deposit secures
      a Loan and the name(s) and address(es) of each depositor as well as all other
      pertinent information regarding each depositor. The Purchaser shall have the
      right, prior to the Closing Date, at reasonable times and upon reasonable
      notice, to review the books and records of the Seller relating to such Deposit
      Liabilities in accordance with Section 8.1 for the purpose of verifying the
      accuracy of the foregoing list.

    


    (d)           The
      Seller shall render a final statement of account and related tax reporting
      to
      each depositor whose accounts are assumed by the Purchaser hereunder as of
      the
      Closing Date, including the filing of such tax reporting with the appropriate
      taxing authorities.

    


    (e)           The
      Seller and the Purchaser shall give all notices and take all other actions
      necessary and required, including actions required by applicable laws, in
      connection with the Seller's assignment of and the Purchaser's assumption of
      the
      Deposit Liabilities and the Loans, and the Seller's closing of the Branch as
      of
      the Closing Date, with prior notice to and consultation with the other
      Party.

    


    1.7           Notice
      to Customers/Public Disclosures.

    


    As
      mutually agreed upon by the Parties, the Purchaser and/or the Seller shall,
      notify holders of all accounts at the Branch at least thirty (30) days prior
      to
      the Closing Date of the Transactions and their impact on such account
      holders.  The Purchaser shall not contact any such account holder or
      send any notice to any such account holder without the prior consent of the
      Seller except as otherwise provided herein.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (a)           Any
      press release, public notice or notice to local officials regarding the
      transactions contemplated by this Agreement to be made prior to the Closing
      Date
      shall be approved in writing by both Parties prior to its release, unless the
      form and content of such release or notice are mandated by law, regulations
      or
      government authority. Such approval of either Party shall not be unreasonably
      withheld, conditioned or delayed. If approval is not required, the parties
      nevertheless agree to confer prior to any such release or notice.

    


    (b)           At
      a time mutually agreed upon between the Parties the Purchaser shall, at its
      expense, mail a notice to all depositors of the Branch whose accounts are to
      be
      assumed by the Purchaser notifying them of the impending transactions
      contemplated hereby. Prior to mailing, the Purchaser shall submit the proposed
      form of such notice to the Seller for review and approval, which approval shall
      not be unreasonably withheld, conditioned or delayed.

    


    (c)           At
      a time mutually agreed upon between the Parties, , the Seller shall mail a
      notice to all depositors of the Branch whose accounts are to be assumed for
      the
      purpose of advising them of the impending transactions contemplated hereby.
      Prior to mailing, the Seller shall submit the proposed form of such notice
      to
      the Purchaser for review and approval, which approval shall not be unreasonably
      withheld, conditioned or delayed. Alternatively, the Seller may, at no expense
      to the Seller, fulfill its obligations under this subsection (c) by joining
      in
      the notice to be mailed by the Purchaser pursuant to subsection (b)
      hereinabove.

    


    (d)           No
      later than approximately ten (10) days prior to the Closing Date, the Purchase
      shall notify holders of checks and ATM cards of the procedure for utilizing
      new
      checks and ATM cards to be issued by the Purchaser.

    


    1.8           Certain
      Transitional Matters.

    


    Following
      the Closing Date:

    


    (a)           The
      Purchaser agrees to pay in accordance with law and customary banking practices
      all properly payable, properly drawn, endorsed and presented checks, drafts
      and
      withdrawal orders drawn on accounts assumed by the Purchaser in the transactions
      contemplated hereby and presented to the Purchaser by mail, over the counter
      or
      through the check clearing system of the bank or thrift industry by depositors
      whose accounts are assumed by the Purchaser hereunder, if drawn on the checks,
      drafts or withdrawal order forms provided by the Purchaser, and in all other
      respects to discharge, in the usual course of its banking or thrift business,
      the duties and obligations of the Seller with respect to the balances due and
      owing to such depositors. The Purchaser agrees that it will pay all properly
      payable, properly drawn, endorsed and presented checks, drafts and withdrawal
      orders drawn on accounts assumed by the Purchaser in the Transactions and
      presented to the Purchaser by mail, over the counter or through the check
      clearing system of the bank or thrift industry by depositors whose accounts
      are
      assumed by the Purchaser hereunder, if drawn on the checks, drafts or withdrawal
      order forms of the Seller, for a period of ninety (90) days following the
      Closing Date.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b)           If
      any such depositors, instead of accepting the obligation of the Purchaser to
      pay
      the Deposit Liabilities, shall demand payment from the Seller for all or any
      part of any such Deposit Liabilities, the Seller shall not be liable for making
      such payment. If any of such depositors shall draw a check, draft or withdrawal
      against the Deposit Liabilities, including accrued interest, which is presented
      or charged to the Seller after the Closing Date, the Seller may pay the same
      and
      the Purchaser agrees to reimburse the Seller promptly upon demand for any such
      payments or charges properly made or incurred as though the Seller was a
      collecting bank and not a payor bank with respect to such checks, drafts or
      withdrawals.  The Seller shall have the obligations of a collecting
      bank and not a payor bank or paying bank with respect to such checks, drafts
      or
      withdrawals. After the Closing, the Seller will make available to the Purchaser
      for pick up from the Seller's offices or the offices of the Seller's agent
      and/or processor all of the checks, drafts, or other items related to the
      Deposit Liabilities that are received by the Seller from the Federal Reserve
      Bank and/or any regional or local clearinghouse during the morning of each
      such
      business day on an "as-received basis."   The Purchaser agrees,
      at its cost and expense, and without charge to such depositors, to notify such
      depositors, within five (5) business days after the Closing Date, of the
      Purchaser's assumption of the Deposit Liabilities and to furnish each such
      depositor with checks, draft or withdrawal orders on the forms of the Purchaser
      and with instructions to utilize the Purchaser's checks, draft or withdrawal
      forms and to destroy unused checks, draft or withdrawal orders of the
      Seller.

    


    (c)           The
      Purchaser agrees to pay promptly to the Seller an amount equal to the amount
      of
      any checks, drafts or withdrawal orders credited to a Deposit Liability (net
      of
      the applicable premium paid by the Purchaser with respect to the deposits
      represented by any such instrument) which are returned to the Seller after
      the
      Closing Date, whether or not such checks, drafts or withdrawal orders were
      credited to such account before or after the Closing Date; provided, however,
      that if the Seller shall have failed to provide to the Purchaser on the Closing
      Date information properly reflecting any provisional credit or uncollected
      funds
      "hold" information with respect to uncollected funds represented by any such
      item, the Purchaser's obligations under this Section 1.8(c) with respect to
      such
      item shall be limited to the amount of collected funds in the applicable deposit
      account.  Adjustments after the Closing Date shall be made daily as
      may be required. Such adjustments shall be delivered by overnight mail or
      courier in the form of a check if less than $1,000.00 or by wire transfer if
      greater than or equal to $1,000.00. The Seller agrees to indemnify and hold
      the
      Purchaser harmless from any loss experienced by the Purchaser attributed to
      any
      inaccurate or erroneous "hold" information provided by the Seller. The Seller
      also agrees to indemnify and hold the Purchaser harmless from any claims or
      losses due to items processed by the Seller at the Branch prior to the Closing
      Date or in accordance with Section 1.8(b) and the law governing the obligations
      of a collecting bank.

    


    (d)           The
      Purchaser agrees to maintain and safeguard in accordance with applicable law
      and
      sound banking practices all account documents, deposit contracts, signature
      cards, deposit slips, canceled items and other records related to the Deposit
      Liabilities assumed by the Purchaser hereunder, subject to the Seller's right
      of
      access to such records as provided herein.

    


    (e)           The
      Purchaser agrees, at its expense, to notify all Automated Clearing House
      originators of the transfers and assumptions made pursuant to this Agreement.
      The Seller agrees to assist the Purchaser in such activities to the extent
      reasonably requested.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (f)           No
      interest in or right to use any logo, name, trademark or service mark presently
      or previously used by the Seller is being conveyed pursuant to this Agreement.
      The costs associated with any actions of the Purchaser to remove the Seller's
      logo, name, trademark or service mark from the Branch shall be at the sole
      expense of the Purchaser.

    


    1.9           Approvals.

    


    The
      obligations of both Parties under this Agreement and in connection with the
      transactions contemplated hereby are subject to the approval of the Office
      of
      Thrift Supervision, the Connecticut Department of Banking, as applicable and
      as
      required, and such additional governmental (including regulatory) approvals,
      permissions and consents, if any, necessary to validly complete and consummate
      any of the Transactions (collectively, the "Government Approvals").

    


    1.10           Overdrafts.

    


    Overdrafts
      approved with respect to ledger dates more than ten (10) days before the Closing
      Date will be the responsibility and risk of the Seller. Overdrafts approved
      with
      respect to ledger dates after the Closing Date will be the responsibility and
      risk of the Purchaser. Overdrafts approved with respect to ledger dates on
      or
      not more than ten (10) days prior to the Closing Date will initially be the
      responsibility and risk of the Purchaser; provided, however, that the Purchaser
      shall have the right to retransfer any such overdrafts  together with
      any and all contractual rights reasonably necessary for the Seller to collect
      such overdrafts, back to the Seller for its responsibility and risk within
      forty-five (45) days following the Closing Date, and the Seller will repurchase
      all rights in respect of such overdrafts from the Purchaser for the amount
      of
      the overdraft outstanding at the time it is retransferred back to the
      Seller.

    


    1.11           Solicitation
      and Non-Competition.

    


    (a)           For
      a period of one (1) year following the Closing Date neither the Seller nor
      any
      parent entity, subsidiary or affiliate of the Seller shall (a) directly target
      or solicit any Branch customer whose deposit liability was transferred to the
      Purchaser at the Closing to directly offer the same or similar deposit products
      as were provided to such customer by the Branch immediately prior to the Closing
      Date, or (b) engage, operate or in any way participate in the operation of
      a
      bank or other depository institution or in any other way, directly or
      indirectly, compete with the Branch, within 10 miles of the Branch.
      Notwithstanding the foregoing sentence, the Seller and its affiliates shall
      be
      permitted to (i) engage in general advertising, solicitations or marketing
      campaigns, programs or other efforts not primarily directed to or targeted
      at
      such customers, and (ii) respond to unsolicited inquiries.  The
      provisions of this Section 1.11(a) shall not apply to the Seller's successors
      or
      assigns if the Seller is acquired in a merger or asset sale transaction with
      a
      third party.

    


    (b)(i)                      From
      the date of this Agreement through the Closing Date, neither the Seller nor
      any
      parent entity, subsidiary or affiliate of the Seller shall solicit any person
      who is an employee of the Seller and works at the Branch as of the date hereof
      (a "Branch Employee") to transfer employment to another office or branch of
      the
      Seller; and (ii) for a period of one year following the Closing Date neither
      the
      Seller nor any parent entity, subsidiary or affiliate of the Seller shall
      solicit any Branch Employees to terminate their employment with the Purchaser;
      provided, however, that the Seller or any parent entity, subsidiary or affiliate
      may hire or offer employment to any Branch Employee who is terminated by the
      Purchaser or who initiates employment discussions with the Seller. Neither
      the
      Purchaser nor any parent entity, subsidiary or affiliate of the Purchaser shall
      solicit any employees of the Seller, or any of its affiliates, to terminate
      their employment with the Seller, or any of its affiliates, and shall not employ
      any such employees or hire any such former employees for a period of one year
      following the Closing Date, except as provided in Article IV hereof; provided,
      however, that the Purchaser may hire any employee discharged by the Seller,
      or
      any parent entity, subsidiary or affiliate of the Seller and may hire or offer
      employment to any person who initiates employment discussions with the
      Purchaser.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    ARTICLE
      II

    SALE
      AND
      PURCHASE OF ASSETS

    


    2.1           Assets.

    


    Subject
      to and in accordance with the provisions and covenants of this Agreement, the
      Seller agrees to sell and the Purchaser agrees to purchase the Assets described
      on the schedule annexed as Schedule 2.1 (the "Assets").

    


    2.2           Asset
      Purchase Price.

    


    The
      Purchaser agrees to pay to the Seller, on the Closing Date, an amount equal
      to
      the net book value of the Assets as reflected on the books of the Seller as
      of
      the Closing Date in immediately available U.S. funds (the "Asset Purchase
      Price"). The net book value of the Assets on the books of the Seller as of
      October 31, 2007 was $663,799.00.

    


    2.3           Warranty
      Bill of Sale and Transfer of Loans

    


    The
      Assets shall be conveyed by the Seller to the Purchaser by a Warranty Bill
      of
      Sale in form attached hereto as Exhibit A (the "Bill of
      Sale").

    


    2.4           No
      Representations or Warranties.

    


    The
      Assets, other than the Loans are being sold "as is", without express or implied
      representation or warranty of any kind by the Seller including, without
      limitation, as to condition or use; and hereby expressly disclaims all
      representations and warranties as to the Assets including, without limitation,
      as to merchantability and fitness for a particular purpose.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    ARTICLE
      III

    ASSIGNMENT
      AND ASSUMPTION OF LEASE AGREEMENT

    


    3.1           Assignment
      and Assumption Agreement.

    


    The
      Seller agrees to assign or obtain the assignment by Southern
      Connecticut Bancorp,
      Inc., the
      holding company for the Seller
      (“SCB”), to
      the Purchaser and the Purchaser agrees to assume that certain Indenture of
      Lease
      dated as of January 14, 2004, (the "Lease Agreement"), by and between SCB as
      Lessee thereunder and the City  of New London (the "Landlord") , a
      copy of which is attached hereto as Schedule 3.1. The assignment shall be
      made pursuant to a Lease Assignment and Assumption Agreement in the form
      attached hereto as Exhibit B (the "Lease Assignment and Assumption
      Agreement").

    


    3.2           Consent.
      The Seller and the Purchaser each shall use commercially reasonable efforts
      to
      obtain the consent by the Landlord to the aforesaid Lease Assignment and
      Assumption Agreement.

    


    


    ARTICLE
      IV

    BRANCH
      EMPLOYEES

    


    4.1.           Employee
      Matters.

    


    (a)           The
      Seller shall notify the Branch Employees of the Transactions after the date
      of
      this Agreement.  The Purchaser shall not contact the Seller's
      employees without the Seller's prior consent.

    


    (b)           The
      Seller has delivered to the Purchaser a list of all Branch Employees that
      includes title and hire date, compensation and copies of general employee
      benefit information. the Purchaser will extend an offer of employment to all
      Branch Employees at their current position, salary and with comparable benefits,
      conditioned upon a subsequent satisfactory review of individual personnel files,
      for that location or for another Branch office of the Purchaser, except as
      described in Schedule 4.1 annexed hereto.

    


    (c)           The
      Seller shall deliver to the Purchaser copies of all records relating to
      withholding and payment of income and unemployment taxes (federal, state and
      local) and FICA taxes (including, without limitation, Forms W-4, Forms I-9,
      Employee's Withholding Allowance Certificate) with respect to wages paid by
      the
      Seller during the 2007 calendar year, and other employee records (including,
      without limitation, performance reviews, pre-employment investigation and
      background checks) with respect to Branch Employees who accept the offer of
      employment from the Purchaser.

    


    (d)           Nothing
      in this Agreement shall be deemed to restrict the right of the Purchaser, after
      the Closing Date, to deal with the Branch Employees as employees at will in
      the
      same manner as it would be free to deal with such Branch Employees in the
      absence of this Agreement.

    


    (e)           All
      Branch Employees shall be considered newly hired by the Purchaser and shall
      not
      be entitled to transfer the time or cash value of any employment-related accrual
      that such Branch Employees may have with the Seller. However, such Branch
      Employees shall, on the Closing Date, be immediately eligible to participate
      as
      "new hires' in all employee benefit plans of the Purchaser for which they may
      qualify and other fringe benefits and perquisites extended to employees
      holding comparable positions with the Purchaser. The Purchaser will permit
      such
      Branch Employees to roll over any retirement plan payments received from the
      Seller into the Purchaser's Profit Sharing and 401(K) Plan to the extent
      permitted by applicable law and regulation. Notwithstanding the foregoing,
      Branch Employees of the Seller hired by the Purchaser who were eligible to
      participate in the Seller's medical, dental, group life insurance, long-term
      disability and other benefit plans shall be given credit for their period of
      employment with the Seller for purposes of determining eligibility for
      participation, but not for benefit accrual, in the medical, dental, group life
      insurance, long-term disability and other employee benefit plans of the
      Purchaser.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (f)           The
      Seller agrees not to transfer any Branch Employees to any other branch of the
      Seller between the date hereof and the Closing Date. The Seller may temporarily
      transfer employees from other branches to the Branch, but none of such employees
      shall be considered Branch Employees. From and after the date of receipt of
      Government Approvals, the Purchaser shall be permitted to conduct training
      sessions on weekends, evening and business days after the Branch office has
      closed for the day, with the Branch Employees who have agreed to accept
      employment with the Purchaser after the Closing Date, provided that the
      Purchaser will in good faith and in consultation with the Seller schedule such
      training sessions in a manner which does not unreasonably interfere with the
      Branch's normal business operations. The Purchaser shall bear the expense of
      such training sessions.

    


    


    ARTICLE
      V

    REPRESENTATIONS
      AND WARRANTIES OF THE SELLER

    


    The
      Seller hereby represents and warrants to the Purchaser as follows:

    


    5.1           Organization
      and Powers.

    


    The
      Seller is a state bank and trust company duly organized, validly existing and
      in
      good standing under the laws of the State of Connecticut. The Seller has the
      corporate power and authority to own its properties, to carry on its business
      at
      the Branch as presently conducted, to execute, deliver and perform this
      Agreement and to effect the transactions contemplated hereby.

    


    5.2           Corporate
      Authority.

    


    The
      execution and delivery of this Agreement and all related agreements by the
      Seller, and the consummation by the Seller of the Transactions, have or will
      have been duly authorized and approved by all necessary corporate action on
      the
      part of the Seller. This Agreement and all related agreements executed and
      delivered by the Seller pursuant hereto have been duly executed and delivered
      by
      the Seller and constitute the valid and binding obligations of the Seller
      enforceable against the Seller in accordance with their respective
      terms.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    5.3           No
      Violation.

    


    Neither
      the execution and delivery by the Seller of this Agreement or any related
      agreements, nor the consummation by the Seller of the transactions contemplated
      hereby, will violate, conflict with or result in a default under (i) the charter
      or bylaws of the Seller, (ii) any provision of any agreement or any other
      restriction to which the Seller is a party or by which the Seller or any of
      its
      properties is bound or (iii) any statute, law, decree, regulation or order
      of
      any government authority, once the Government Approvals are
      obtained.

    


    5.4           Brokers,
      Etc.

    


    Neither
      the Seller nor any of its officers, directors or employees has employed any
      broker or finder, or incurred any liability for any brokerage, finders' or
      similar fees, commissions or expenses in connection with this Agreement or
      the
      transactions contemplated hereby.

    


    5.5           Litigation.

    


    (a)           There
      are no claims, actions, suits, proceedings or to the knowledge of the Seller,
      investigations, at law or in equity, by or before any federal, state, municipal
      or any governmental court, instrumentality or agency, pending, or, to the
      knowledge of the Seller, threatened against or involving the Seller or its
      properties, operations or business which might result in any material adverse
      change to the Deposit Liabilities or the Assets or to the ability of the Seller
      to comply in all material respects with the provisions of this Agreement, nor
      is
      there any valid basis known to the Seller for any such claim, action, suit,
      proceeding or investigation.

    


    (b)           There
      is no injunction, order, judgment, decree, or regulatory restriction imposed
      upon the Seller, the Deposit Liabilities or the Assets, which might have a
      material adverse change to the Deposit Liabilities or the Assets or to the
      ability of the Seller to comply in all material respects with the provisions
      of
      this Agreement.

    


    5.6           Government
      Approvals.

    


    The
      Seller is not aware that any condition exists with respect to the business
      of
      the Seller which will likely result in the denial of any Government
      Approval.

    


    5.7           Status
      of Deposit Liabilities.

    


    With
      respect to each Deposit Liability:

    


    (a)           it
      was solicited and accepted in material compliance with all applicable
      requirements of federal, state, and local law and regulations in effect at
      the
      time of such solicitation and acceptance;

    


    (b)           the
      contract associated with it constitutes a valid, legal, and binding obligation
      of the Seller enforceable in accordance with its terms, subject to rules and
      regulations of the Federal Deposit Insurance Corporation (the "FDIC"), and
      other
      appropriate banking regulations and statutes and to bankruptcy, insolvency,
      fraudulent transfer, reorganization, moratorium, and similar laws of general
      applicability relating to or affecting creditors' rights and to general equity
      principles;

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c)           it
      was accepted substantially in accordance with the standard acceptance and
      documentation guidelines of the Seller as in effect at the time of its
      acceptance and has been administered substantially in accordance with the
      standard deposit servicing procedures of the Seller as in effect from time
      to
      time;

    


    (d)           it
      was not obtained directly or indirectly through a "deposit broker" (as that
      term
      is defined in Section 337.6(a)(5) of the rules and regulations of the FDIC);
      and

    


    (e)           the
      Seller is in material compliance with the law and Internal Revenue Service
      regulations relative to obtaining from depositors executed IRS Forms W-8 and
      W-9
      or back-up withholding on the applicable account is in effect.

    


    5.8          
      Contracts.

    


    Schedule
      5.8 attached hereto contains a complete and accurate list of all agreements,
      contracts, commitments, undertakings, instruments, and licenses to which the
      Seller is a party with respect to the business and operation of the Branch,
      including all employment arrangements and contracts.

    


    5.9           Loans.

    


    All
      Loans
      were made in the ordinary course of Seller's business, and Seller is unaware
      of
      any reason(s) why the Loans are not enforceable in accordance with their stated
      terms and conditions.

    


    5.10           Regulatory
      Matters.

    


    The
      Seller has not received any notice of action by any government authority which
      would reasonably have a material adverse effect on the Assets, the Deposit
      Liabilities and the business and operations of the Branch.

    


    5.11           Deposit
      Insurance.

    


    The
      deposit accounts of the Branch are insured by the Deposit Insurance Fund in
      accordance with the provisions of the rules and regulations of the FDIC. The
      Seller has paid all regular premiums and special assessments and filed all
      reports required under the rules and regulations of the FDIC.

    


    5.12           Insurance.

    


    Schedule
      5.12 sets forth a description of all the Seller's insurance policies currently
      in effect.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    5.13           Branch
      Employees.

    


    (a)           Except
      as set forth on Schedule 5.13(a) hereto, the Seller has no profit-sharing,
      bonus, incentive, insurance, or other employee benefit plan or policy (including
      without limitation any such plan within the meaning of Section 3(3) of ERISA)
      in
      which any employee at the Branch participates, with respect to which liabilities
      may arise on the part of or be attributed to the Purchaser with respect to
      the
      liabilities, obligations or commitments of the Seller relating to or arising
      under any such benefit plan, whether under ERISA or any other applicable federal
      or state law.

    


    (b)           Schedule
      5.13(b) contains a true and complete list of all Branch Employees as of the
      date
      hereof and the annual compensation, including wages, salaries, bonuses,
      insurance and other compensation and benefits of each of them.

    


    (c)           The
      Seller represents that there are no union or collective bargaining contracts
      covering the employees of the Seller working in the Branch and that the Seller
      has had no communications from any labor unions during the Seller's operation
      of
      the Branch that the Seller believes will result in the negotiation of a
      collective bargaining agreement covering such employees, nor, to the extent
      permitted by law, will the Seller enter into any negotiations or execute any
      contract with a labor union between the signing of this Agreement and the
      Closing Date, nor has it paid any sums of money to any labor union for benefits
      or welfare with respect to the employees of the Seller working in the
      Branch.

    


    5.14           Books
      and Records.

    


    Books
      of
      account and other financial records of the Seller with respect to the business
      and operations of the Branch are in all material respects complete and correct,
      and have been maintained in accordance with good business
      practices.

    


    5.15           Material
      Adverse Change.

    


    Since
      June 30, 2007, there has been no circumstance, change in or effect on the
      Branch, its business, the Assets or the Deposit Liabilities that is materially
      adverse to the deposit-taking business or to the deposit-taking business
      prospects of the Branch, except for (a) changes in general economic, legal,
      regulatory or political conditions, (b) changes in prevailing interest rates,
      (c) changes in generally accepted accounting principles, or (d) any actions
      taken or omitted to be taken by the Purchaser or the Seller if such action
      or
      omission is required or permitted by this Agreement.

    


    5.16           Title
      to Assets.

    


    The
      Seller has good and marketable title to all of the Assets free and clear of
      all
      liens.

    


    5.17           Compliance
      with Laws.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    The
      Seller has complied in all material respects with all applicable laws and
      regulations with respect to the business and operations of the Branch, the
      Assets and the Deposit Liabilities.

    


    5.18           Disclosure.

    


    None
      of
      the representations and warranties made by the Seller in this Agreement contains
      or will contain any untrue statement of a material fact, or omits to state
      any
      material fact necessary to make the statements contained in this Agreement
      not
      misleading. There is no fact known to the Seller that materially adversely
      affects, or in the future may materially adversely affect, individually or
      in
      the aggregate, the condition (financial or otherwise), assets, liabilities,
      business, operations or prospects of the Branch or the ability of the Seller
      to
      consummate the transactions contemplated hereby that has not been set forth
      herein or heretofore communicated to the Purchaser in writing pursuant
      hereto.

    


    


    ARTICLE
      VI

    REPRESENTATIONS
      AND WARRANTIES OF THE PURCHASER

    


    The
      Purchaser hereby represents and warrants to the Seller as follows:

    


    6.1           Organization
      and Powers.

    


    The
      Purchaser is a federally chartered stock savings bank duly organized, validly
      existing and in good standing under the laws of the United States. The Purchaser
      has the corporate power and authority to assume the liabilities and obligations
      being assumed hereunder, to execute, deliver and perform this Agreement and
      to
      consummate the transactions contemplated hereby.

    


    6.2           Corporate
      Authority.

    


    The
      execution and delivery of this Agreement and all related agreements by the
      Purchaser, and the consummation by the Purchaser of the transactions
      contemplated hereby, have been duly authorized and approved by all necessary
      corporate action on the part of the Purchaser. This Agreement and all related
      agreements executed and delivered by the Purchaser pursuant hereto have been
      duly executed by the Purchaser and constitute the valid and binding obligations
      of the Purchaser enforceable against the Purchaser in accordance with their
      respective terms.

    


    6.3           No
      Violation.

    


    Neither
      the execution and delivery by the Purchaser of this Agreement or any related
      agreements, nor the consummation by the Purchaser of the transaction
      contemplated hereby or thereby, will violate, conflict with or result in a
      default under (i) the charter or bylaws of the Purchaser, (ii) any provision
      of
      any agreement or any other restriction to which the Purchaser is a party of
      by
      which the Purchaser or any of its properties is bound, or (iii) any statute,
      law, decree, regulation or order of any government authority, once the
      Government Approvals are obtained.

    


    6.4           Brokers,
      Etc.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Neither
      the Purchaser nor any of its officers, directors or employees has employed
      any
      broker or finder or incurred any liability for any brokerage, finders' or
      similar fees, commissions or expenses in connection with this Agreement or
      the
      transactions contemplated hereby.

    


    6.5           Litigation.

    


    There
      are
      no claims, actions, suits, proceedings or to the knowledge of the Purchaser,
      investigations, at law or in equity, by or before any federal, state, municipal
      or any governmental court, instrumentality or agency, pending, or, to the
      knowledge of the Purchaser, threatened against or involving the Purchaser or
      its
      properties, operations or business which might result in any material adverse
      change in the ability of the Purchaser to comply in all material respects with
      the provisions of this Agreement, nor is there any valid basis known to the
      Purchaser for any such claim, action, suit, proceeding or
      investigation.

    


    6.6           Government
      Approvals.

    


    The
      Purchaser is not aware of any condition that exists with respect to the business
      of the Purchaser which will likely result in the denial of any Government
      Approval.

    


    6.7           Disclosure.

    


    None
      of
      the representations and warranties made by the Purchaser in this Agreement
      contains or will contain any untrue statement of a material fact, or omits
      to
      state any material fact necessary to make the statements contained in this
      Agreement not misleading.

    


    


    ARTICLE
      VII


    CONDUCT
      OF BUSINESS PENDING THE CLOSING DATE

    


    7.1           Conduct
      ofBusiness.

    


    Pending
      the Closing Date, and except in the ordinary course of business, in each
      instance, or as otherwise consented to by the Purchaser, which consent shall
      not
      be unreasonably withheld, conditioned or delayed:

    


    (a)           The
      Seller shall carry on the business of the Branch substantially in the same
      manner as heretofore, and the Seller shall not, with regard to the Branch,
      engage in any activities or transactions outside its ordinary course of business
      as conducted as of the date hereof except for the transactions expressly
      contemplated by this Agreement and shall not transfer any Branch Employee to
      another facility of the Seller, hire any new Branch Employee or terminate the
      employment of any Branch Employee prior to the Closing Date.

    


    (b)           The
      Seller shall use its reasonable best efforts to preserve the business of the
      Branch, to preserve for the Purchaser the goodwill of its customers and others
      doing business with the Branch and to cooperate with and assist the Purchaser
      in
      assuring the orderly transition of such business from the Seller to the
      Purchaser. Nothing herein shall be construed as requiring the Seller to engage
      in any activities or efforts outside the ordinary course of business as
      presently conducted. The Seller shall maintain, or cause to be maintained,
      the
      Branch and any other property appurtenant to or used in connection with the
      Branch, including but not limited to the Assets, in the same condition it was
      as
      of the date of this Agreement, reasonable wear and tear and insured damage
      by
      fire or other casualty excepted;

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c)           The
      Seller shall not establish interest rates on the Deposit Liabilities prior
      to
      the Closing other than in accordance with the Seller's past practices
      consistently applied to all of its branches;

    


    (d)           The
      Seller shall not transfer funds or deposits from the Branch to any other branch
      of the Seller, except for (i) deposits that, in the sole discretion of the
      Seller, are part of or essential to maintaining relationships with customers
      that have accounts or loans domiciled at any of the Seller's other branches
      and
      (ii) as requested by customers of the Seller for the period beginning on the
      date of this Agreement and ending on the Closing Date;

    


    (e)           The
      Seller shall not accept deposits at the Branch which are obtained directly
      or
      indirectly through a "deposit broker" (as that term is defined in Section
      337.6(a)(5) of the rules and regulations of the FDIC);

    


    (f)           The
      Seller shall not (i) dispose of any of the Assets or of any rights relating
      thereto, and (ii) except in the ordinary course of business, acquire any assets
      with respect to the business or operations of the Branch;

    


    (g)           The
      Seller shall not enter into any contract, commitment or agreement which either
      individually or in the aggregate would have a material adverse effect upon
      the
      business of the Branch or the Assets, or amend, modify adversely, cancel,
      rescind, revoke or terminate any of the Seller's contracts, commitments or
      agreements;

    


    (h)           The
      Seller shall maintain in full force and effect all insurance policies with
      regard to the Branch; and

    


    (i)           The
      Seller shall not consent to any of the actions prohibited pursuant to this
      Section 7.1.

    


    7.2           Reciprocal
      Covenants.

    


    (a)           Subject
      to the terms and conditions herein provided, each Party (i) shall use its
      reasonable best efforts, and shall cooperate fully with the other Party, in
      expeditiously carrying out the provisions of this Agreement; (ii) shall do
      or
      cause to be done all necessary actions, proper, or advisable under applicable
      law to consummate and make effective on the earliest practicable date the
      transactions contemplated hereby, and (iii) shall conduct its affairs so that
      as
      of the Closing Date none of its representations and warranties will be
      inaccurate, none of its covenants and agreements will be breached, and no
      condition in this Agreement will remain unfulfilled by reason of its actions
      or
      omissions.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b)           Each
      Party represents and warrants to the other that all information concerning
      it
      which is included in any statement and Application (as defined in Section 8.3)
      submitted by a Party shall not, with respect to such Party, contain an untrue
      statement of a material fact or omit any material fact required to be stated
      therein or necessary to make the statements made, in light of the circumstances
      under which they were made, not misleading.

    


    7.3           Standstill.

    


    The
      Seller will not, directly or indirectly, make, encourage, facilitate, solicit,
      assist or initiate any inquiry, proposal or offer to or by, or provide any
      information to or participate in any negotiations with any other party related
      to a liquidation, consolidation, sale, purchase or assumption related to the
      Branch or the Assets or the Deposit Liabilities, participate in any discussions
      or negotiations regarding the same, furnish any information with respect to
      the
      same, assist or participate in, or facilitate in any other manner any effort
      or
      attempt by any person to do or seek any of the foregoing, or make any agreement
      with respect to or engage in any of the foregoing anytime prior to the
      consummation of the transactions contemplated hereby, unless this Agreement
      is
      terminated pursuant to its terms. Any such inquiries, proposals, offers or
      negotiations heretofore being conducted shall immediately be
      terminated.

    


    7.4            Tapes
      and Trial Balances.

    


    As
      soon
      as practicable after the date of this Agreement, but no later than fifteen
      (15)
      days after the date hereof, the Seller shall provide the Purchaser with a trial
      balance tape with corresponding paper trial balances for each of the Deposit
      Liabilities to be assumed by the Purchaser which tapes shall be purged of all
      dormant and duplicate accounts and be limited to the accounts which are
      attributable to the Branch. Such trial balances shall include, but not be
      limited to, general account history, account stops, suspect files and payment
      history. In addition, the Seller shall provide the Purchaser with the same
      on a
      weekly basis, commencing with the end of the week in which the final Government
      Approval is obtained until the Closing Date. The Seller shall provide monthly
      updates of the Deposit Liabilities as provided in Section 1.6(c).

    


    


    ARTICLE
      VIII

    CERTAIN
      OBLIGATIONS OF THE PARTIES

    PRIOR
      TO
      AND AFTER CLOSING DATE

    


    8.1           Access.

    


    The
      Seller shall afford to the officers and authorized representatives of the
      Purchaser, upon at least twenty-four hours prior notice, reasonable access
      to
      the properties, books and records directly related to the Deposit Liabilities
      and the Assets in order that the Purchaser may have the full opportunity to
      make
      reasonable investigations, at reasonable times during normal business hours
      without interfering with the Branch's normal business and operations and the
      affairs of the Seller directly related to the Deposit Liabilities and the
      Assets. The officers of the Seller shall furnish the Purchaser with such
      additional financial and operating data and other information as to the Deposit
      Liabilities and Assets and with access to such personnel of the Branch as the
      Purchaser may, from time to time, reasonably request and with information
      required for inclusion in all Applications. The Purchaser shall not contact
      any
      Branch Employee or customers of the Bank in accordance with the terms hereof.
      Nothing in this Section 8.1 shall be deemed to require the Seller to reveal
      any
      proprietary or confidential information, trade secrets or marketing or strategic
      plans.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    8.2           Confidentiality.

    


    Each
      of
      the Seller and the Purchaser will, and will cause its officers, directors,
      employees and agents to, hold in strict confidence and not disclose to any
      other
      person or entity, without the prior written consent of the other Party, all
      information received by it from or with respect to the other Party in connection
      with this Agreement and the transactions contemplated hereby, including
      information regarding deposits, except such information as may be otherwise
      publicly available or such information as may be required to be disclosed by
      applicable law. Neither Party shall make, issue or release any public
      announcement, statement or acknowledgment of the existence of the transactions
      contemplated hereby without furnishing such announcement, statement or
      acknowledgement in advance to the other Party upon not less than three (3)
      business days notice; provided, however, that the Seller or the Purchaser may,
      upon three (3) business days notice to the other, make any such announcement,
      statement or acknowledgement which in the opinion of its counsel is necessary
      or
      appropriate to comply with applicable law and regulations.

    


    8.3           Applications
      for Approval.

    


    With
      respect to the making of filings to any government authority or third
      party:

    


    (a)            The
      Seller and the Purchaser shall cooperate with each other and use their best
      efforts to promptly prepare and file all necessary documentation; to effect
      all
      applications, notices, petitions and filings; and to promptly obtain all
      permits, consents, approvals, waivers and authorizations of all third parties
      and government authorities which are necessary or advisable to consummate the
      transactions contemplated by this Agreement (collectively, the
      "Applications").

    


    (b)            The
      Seller and the Purchaser shall each use their reasonable best efforts to file
      all the Applications for the Government Approvals and other consents, permits
      and authorizations which such Party is required to obtain in connection with
      the
      consummation of the transactions contemplated by this Agreement within thirty
      (30) days after the date of this Agreement. The Seller and the Purchaser will
      keep the other Party apprised of the status of all applications and
      filings.

    


    (c)           Subject
      to the applicable laws relating to the exchange of information, the Seller
      and
      the Purchaser shall consult with each other and exchange information in order
      to
      obtain all the Government Approvals and any other permits, consents, approvals
      and authorizations that are necessary or advisable to consummate the
      transactions contemplated by this Agreement from all government authorities
      and
      third parties.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (d)           Except
      for any confidential portions thereof, the Party responsible for making a filing
      shall promptly (i) provide a copy of the filing, and any supplement, amendment
      or item of additional information in connection with the filing, to the other
      Party and (ii) deliver a copy of each material notice, order, opinion and other
      item of correspondence received by it from any government authorities to the
      other Party.

    


    (e)           The
      Purchaser and the Seller shall promptly advise each other of any communication
      received from a government authority which causes such Party to believe that
      there is a reasonable likelihood that a Government Approval will not be obtained
      or that the receipt of such approval will be materially delayed.

    


    (f)           The
      Purchaser and the Seller shall each be responsible for its own costs and
      expenses incurred in connection with the matters subject to this Section
      8.3.

    


    (g)           The
      Seller shall, as soon as is practicable, notify the proper authorities of its
      intent to terminate operation of the Branch and to consummate the Transactions
      and thereafter shall comply with the normal and usual requirements imposed
      by
      such authority applicable to effectuate the Transactions.

    


    8.4           Further
      Assurances.

    


    Each
      Party agrees to execute and deliver such instruments and to take such other
      actions as the other Party may reasonably require in order to carry out the
      intent of this Agreement. The Seller agrees to give such acknowledgements and
      other instruments of conveyance, assignment and transfer as, in the reasonable
      judgment of the Purchaser, shall be necessary and appropriate to vest in the
      Purchaser title to the Assets and legal title and authority to hold the assumed
      Deposit Liabilities.

    


    8.5           Customer
      Data.

    


    The
      Purchaser and the Seller shall cooperate with each other and any appropriate
      service bureau and their respective data processors to cause the transfer,
      as of
      the Closing Date, of all information and records relating to the Deposit
      Liabilities from the Seller's computer system to the Purchaser's computer
      system. Specifically, as soon as practicable after the date of this Agreement,
      but no later than fifteen (15) days after the date of this Agreement, the Seller
      shall cause its data processor to provide to the Purchaser's data processor
      all
      system documentation, file layouts and files relating to the Deposit Liabilities
      on tape in a form acceptable to the Purchaser's data processor and provide
      any
      and all additional information and assistance to the Purchaser and/or its data
      processor to enable the Purchaser to complete conversion as contemplated by
      this
      Agreement as well as reasonable and direct access to its data processor in
      order
      to discuss and resolve issues pertaining to the conversion. All deconversion
      fees and costs and the costs of tapes assessed by the Seller's data processor
      for such services, shall be paid by the Seller. The Purchaser shall pay all
      costs and fees assessed by the Purchaser's data processor for the data
      processing conversion, including reproduction fees and costs. In addition,
      prior
      to the Closing Date and upon at least one business day's prior notice, Seller
      shall make available to Purchaser one of Seller's employees for the purpose
      of
      assisting Purchaser in completing the conversion contemplated by this
      Agreement.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    8.6           Risk
      ofLoss.

    


    Between
      the date of this Agreement and the Closing Date, the risk of ownership and
      loss
      of the Assets shall belong solely to the Seller, except as otherwise expressly
      provided by this Agreement. From and after the Closing Date, risk of loss of
      the
      Assets shall belong solely with the Purchaser, except as otherwise specifically
      provided by this Agreement.

    


    8.7           Transfer
      Fees.

    


    The
      Seller and the Purchaser shall equally bear all fees, if any, incurred in
      connection with obtaining third party consents for transfer of the Assets,
      the
      Lease Agreement or any other property to be transferred pursuant to Articles
      II
      and Ill herein from the Seller to the Purchaser and the assumption by the
      Purchaser of the Deposit Liabilities; provided, that, each party shall
      bear its own expenses for any fees required to be paid in connection with
      Government Approvals obtained by such party and each party shall bear its own
      legal expenses in connection with these transactions.

    


    8.8           Certain
      Tax Matters.

    


    (a)           Except
      as otherwise provided herein, the Seller shall be responsible for the payment
      of
      all Taxes relating to the Assets for all taxable periods that end prior to
      the
      close of business on the Closing Date. Responsibility for any federal, state,
      local and foreign income, excise, property, sales, use, information, payroll
      and
      other taxes ("Taxes") relating to the Assets for all taxable periods which
      include (but do not end on) the Closing Date shall be allocated between the
      Purchaser and the Seller in accordance with the method of Section 164(d) of
      the
      Code, as amended. The Purchaser shall be responsible for the payment of all
      Taxes relating to the Assets for all taxable periods that commence on or after
      the Closing Date.  The Party which has the primary obligation to do so
      under applicable law shall file any federal, state, local and foreign income,
      excise, property, sales, use, information, payroll and other tax returns and
      reports required to be filed in respect of Taxes described in this section
      ("Tax
      Return"), and that Party shall pay the Taxes shown on such Tax Return and notify
      the other Party in writing of the other Party's share of Taxes for which it
      is
      responsible, if any, of the Taxes shown on such Tax Return and how such Taxes
      and share were calculated, which the other Party shall reimburse by wire
      transfer of immediately available funds no later than ten (10) days after
      receipt of such notice.

    


    (b)            The
      Purchaser and the Seller shall each pay half of all transfer, recording, sales,
      use (including all bulk sales taxes) and other similar taxes and fees
      (collectively, the "Transfer Taxes") arising out of or in connection with the
      transactions effected pursuant to this Agreement, other than such Taxes as
      are
      calculated with reference to the income or gain of the Seller, which shall
      be
      paid by the Seller. The Party which has the primary obligation to do so under
      applicable law shall file any Tax Return that is required to be filed in respect
      of Taxes described in this section, and that Party shall pay the Taxes shown
      on
      such Tax Return and notify the other Party in writing of the other Party's
      share
      of Taxes for which it is responsible, if any, of the Taxes shown on such Tax
      Return and how such Taxes and share were calculated, which the other Party
      shall
      reimburse by wire transfer of immediately available funds no later than ten
      (10)
      days after receipt of such notice.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c)            The
      Seller and the Purchaser shall provide each other with such assistance as
      reasonably may be requested by either of them in connection with (i) the
      preparation of any Tax Return, or (ii) any audit or other examination by any
      taxing authority, or any judicial or administrative proceedings relating to
      liability for Taxes. The Party requesting assistance hereunder shall reimburse
      the other Party for reasonable out-of-pocket (not including overhead) expenses
      incurred in providing such assistance, provided, however, that no independent
      contractors, such as accountants or attorneys, shall be consulted without the
      written consent of the Party requesting assistance, which consent shall not
      be
      unreasonably withheld.

    


    (d)           The
      Seller shall pay all taxes and relating penalties, if any, associated with
      any
      qualified or non-qualified pension or welfare benefit plan maintained by the
      Seller.

    


    


    ARTICLE
      IX

    CONDITIONS
      TO THE PURCHASER'S OBLIGATIONS

    


    The
      obligations of the Purchaser to consummate the transactions contemplated hereby
      are conditioned upon fulfillment, at or before the Closing Date, of each of
      the
      following conditions:

    


    9.1           Representations
      and Warranties True.

    


    The
      representations and warranties made by the Seller in this Agreement that are
      qualified as to materiality shall be true, correct and complete in all respects
      and those that are not so qualified, shall be true, correct and complete in
      all
      material respects at and as of the Closing Date as though such representations
      and warranties were made at and as of the Closing Date, other than the
      representations and warranties as are made of another date, except for any
      changes permitted by the terms hereof or consented to by the
      Purchaser.

    


    9.2           Obligations
      Performed.

    


    The
      Seller shall have performed and complied in all material respects with all
      obligations and agreements required by this Agreement to be performed or
      complied with by it prior to or on the Closing Date.

    


    9.3           Certificate
      of Compliance.

    


    The
      Seller shall have delivered to the Purchaser a certificate of its Chief
      Executive Officer, dated the Closing Date, certifying to the fulfillment of
      each
      of the foregoing conditions and the conditions set forth in Section 9.4 and
      Section 9.8. Such certificate may be qualified to the extent of the knowledge
      of
      the Seller with respect to orders, actions, suits and proceedings (i) pending
      or
      threatened against the Purchaser or (ii) threatened against the
      Seller.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    9.4           No
      Adverse Litigation.

    


    On
      the
      Closing Date, no action, suit or proceeding shall be pending or to the knowledge
      of the Seller threatened nor any order have been entered (i) against the Seller
      which might reasonably be expected to materially and adversely affect the
      transactions contemplated hereby or the business of the Branch, the Assets
      and
      the Deposit Liabilities or (ii) against the Seller or the Purchaser seeking
      to
      enjoin the consummation of the transactions contemplated hereby.

    


    9.5           Government
      Approvals and Other Consents.

    


    The
      Purchaser shall have received the applicable Government Approvals and other
      required consents and all applicable waiting periods shall have expired or
      evidence of waiver thereof shall have been obtained. The Seller shall have
      received the applicable Government Approvals and other required
      consents.

    


    9.6           Management
      Certifications.

    


    The
      Purchaser shall have received a certificate of the Chief Executive Officer
      of
      the Seller, dated the Closing Date, to the effect that:

    


    (i)            The
      Seller is a state chartered bank and trust company duly organized, validly
      existing and in good standing under the laws of the State of
      Connecticut;

    


    (ii)            The
      execution and delivery of this Agreement and all related agreements by the
      Seller, and the consummation by the Seller of the transactions contemplated
      hereby, have been duly authorized by all necessary corporate action on the
      part
      of the Seller. This Agreement and all related agreements executed and delivered
      by the Seller pursuant hereto have been duly executed by the Seller and
      constitute the valid and binding obligations of the Seller enforceable against
      the Seller in accordance with their respective terms, subject to the provisions
      of federal and other applicable bankruptcy, insolvency, reorganization,
      moratorium, receivership, conservatorship or similar laws relating to or
      affecting the enforcement of creditors' rights generally, now or hereafter
      in
      effect, and subject to general equity principles, which may limit enforcement
      of
      certain remedies; and

    


    (iii)            To
      his knowledge, neither the execution and delivery by the Seller of this
      Agreement or any related agreements, nor the consummation by the Seller of
      the
      transactions contemplated hereby, will violate, conflict with or result in
      a
      default under (A) the charter or bylaws of the Seller, (B) any provision of
      any
      agreement or any other restriction known to him to which the Seller is a party
      or by which the Seller or any of its properties is bound or (C) any statute,
      law, decree, regulation or order of any government authority known to
      him.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    9.7           Warranty
      Bill of Sale.

    


    The
      Seller shall have delivered the validly executed and duly authorized Warranty
      Bill of Sale.

    


    9.8           No
      Material Adverse Change.

    


    From
      the
      date of this Agreement until the Closing Date, there shall have occurred no
      circumstance, change in or effect on the Branch, its business, the Assets or
      the
      Deposit Liabilities that is materially adverse to the deposit-taking business
      of
      the Branch, except for (a) changes in general economic, legal, regulatory or
      political conditions, (b) changes in prevailing interest rates, (c) changes
      in
      generally accepted accounting principles, or (d) any actions taken or omitted
      to
      be taken by the Purchaser or the Seller if such action or omission is required
      by this Agreement.

    


    9.9            Payment.

    


    The
      Seller shall have made all payments required to be made by Seller on or prior
      to
      the Closing Date.

    


    9.10           Landlord's
      Consents.

    


    The
      Landlord shall have consented to
      the Lease Assignment and Assumption Agreement.

    


    9.11           Minimum
      Level of Deposits.

    


    At
      and as of Closing Date the aggregate
      amount of Deposit Liabilities assumed by Purchaser shall equal or exceed $
      9
      million.

    


    


    ARTICLE
      X

    CONDITIONS
      TO THE SELLER'S OBLIGATIONS

    


    The
      obligations of the Seller to consummate the transactions contemplated hereby
      are
      conditioned upon fulfillment, at or before the Closing Date, of each of the
      following conditions:

    


    10.1           Representations
      and Warranties True.

    


    The
      representations and warranties made by the Purchaser in this Agreement that
      are
      qualified as to materiality shall be true, correct and complete in all respects
      and those that are not so qualified shall be true, correct and complete in
      all
      material respects at and as of the Closing Date, as though such representations
      and warranties were made at and as of the Closing Date, other than the
      representations and warranties as are made of another date, except for any
      changes permitted by the terms hereof or consented to by the
      Seller.

    


    10.2           Obligations
      Performed.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    The
      Purchaser shall have performed and complied in all material respects with all
      obligations and agreements required by this Agreement to be performed or
      complied with by it prior to or on the Closing Date.

    


    10.3           Certificate
      ofCompliance.

    


    The
      Purchaser shall have delivered to the Seller a certificate of its President,
      dated the Closing Date, certifying to the fulfillment of each of the foregoing
      conditions and the condition set forth in Section 10.4. Such certificate may
      be
      qualified to the extent of the knowledge of the Purchaser with respect to
      orders, actions, suits and proceedings (i) pending or to the knowledge of the
      Purchaser threatened against the Seller or (ii) threatened against the
      Purchaser.

    


    10.4           No
      Adverse Litigation.

    


    On
      the
      Closing Date, no action, suit or proceeding shall be pending or to the knowledge
      of the Purchaser threatened nor any order have been entered (i) against the
      Purchaser which might reasonably by expected to materially and adversely affect
      the transactions contemplated hereby or (ii) against the Seller or the Purchaser
      seeking to enjoin the consummation of the transactions contemplated
      hereby.

    


    10.5           Assumption
      Agreements.

    


    The
      Purchaser shall have executed and delivered to the Seller assumption agreements
      in form and substance satisfactory to the Seller and its counsel to evidence
      the
      assumption by the Purchaser of the liabilities and obligations of the Seller
      to
      be assumed pursuant to this Agreement.

    


    10.6           Government
      Approvals and Other Consents.

    


    The
      Purchaser shall have received the applicable Government Approvals and other
      required consents and all applicable waiting periods shall have expired or
      evidence of waiver thereof shall have been obtained. The Seller shall have
      received the applicable Government Approvals and other required
      consents.

    


    10.7           Management
      Certification.

    


    The
      Seller shall have received a certificate of the President of the Purchaser,
      dated the Closing Date, to the effect that:

    


    (i)            The
      Purchaser is a federally chartered stock savings bank duly organized, validly
      existing and in good standing under the laws of the United States;

    


    (ii)            The
      execution and delivery of this Agreement and all related agreements by the
      Purchaser, and the consummation by the Purchaser of the transactions
      contemplated hereby, have been duly authorized by all necessary corporate action
      on the part of the Purchaser. This Agreement and all related agreements executed
      and delivered by the Purchaser pursuant hereto have been duly executed by the
      Purchaser and constitute the valid and binding obligations of the Purchaser
      enforceable against the Purchaser in accordance with their respective terms,
      subject to the provisions of federal and other applicable bankruptcy,
      insolvency, reorganization, moratorium, receivership, conservatorship or similar
      laws relating to or affecting the enforcement of creditors' rights generally,
      now or hereafter in effect, and subject to general equity principles, which
      may
      limit enforcement of certain remedies; and

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (iii)            To
      his knowledge, neither the execution and delivery by the Purchaser of this
      Agreement or any related agreements, nor the consummation by the Purchaser
      of
      the transactions contemplated hereby, will violate, conflict with or result
      in a
      default under (A) the charter or bylaws of the Purchaser, (B) any provision
      of
      any agreement or any other restriction known to him to which the Purchaser
      is a
      party or by which the Purchaser or any of its properties is bound or (C) any
      statute, law, decree, regulation or order of any government authority known
      to
      him.

    


    10.8           Payment.

    


    The
      Purchaser shall have made all payments required to be made to the Seller
      hereunder.

    


    10.9           Landlord's
      Consents.

    


    The
      Landlord shall have consented to
      the Lease Assignment and Assumption Agreement.

    


    10.9           Seller's
      Notice to Holders.

    


    The
      Seller shall have given to the
      holders of the accounts at the Branch, notice of the Transactions at least
      thirty (30) days prior to the Closing Date.

    


    


    


    ARTICLE
      XI

    INDEMNIFICATION

    


    11.1           Survival
      of Representations, Warranties and Indemnity.

    


    No
      rights
      to indemnification with respect to breaches of the representations and
      warranties of the parties contained in this Agreement shall be asserted by
      any
      Party unless notice thereof is given on or before the date such representation
      or warranty no longer survives as provided in this Section 11.1. The
      representations and warranties of the Seller and the Purchaser contained in
      this
      Agreement or in any certificate or instrument delivered pursuant to this
      Agreement shall survive the Closing Date and shall expire on the second
      anniversary of the Closing Date.

    


    11.2           Indemnification
      by the Seller.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    The
      Seller shall indemnify, hold harmless and defend the Purchaser and its
      affiliates and their respective successors, permitted assigns, directors,
      shareholders, officers, agents and employees from and against all losses and
      liabilities, including reasonable counsel fees and expenses (the "Losses"),
      arising out of (1) any and all claims, actions, suits or proceedings commenced
      prior to the Closing Date (other than proceedings related to the Purchaser
      or to
      this transaction and proceedings to prevent or limit the consummation of this
      Agreement) relating to the operations of the Seller prior to the Closing Date
      ("Claims"), (2) any misrepresentation or breach of any representation, warranty,
      covenant or agreement made or to be performed by the Seller pursuant to this
      Agreement and (3) any action taken or omitted to be taken by the Seller prior
      to
      or on the Closing Date with respect to the Deposit Liabilities and with respect
      to the operations of the Branch.

    


    11.3           Indemnification
      by the Purchaser.

    


    The
      Purchaser shall indemnify, hold harmless and defend the Seller and its
      affiliates, and its and their respective successors, permitted assigns,
      directors, shareholders, officers, agents and employees from and against all
      Losses arising out of (1) any and all Claims relating to the operations of
      the
      Branch by the Purchaser after the Closing Date, (2) any misrepresentation or
      breach of any representation warranty, covenant or agreement made or to be
      performed by the Purchaser pursuant to this Agreement, and (3) any payments
      or
      charges made or incurred by the Seller with respect to checks, drafts and
      withdrawals presented to the Seller after the Closing Date and which are drawn
      on or chargeable to accounts assumed by the Purchase hereunder, and (4) any
      action taken or omitted to be taken by the Purchaser after the Closing Date
      with
      respect to the Deposit Liabilities and with respect to the operations of the
      Branch.

    


    11.4           Procedure
      for Indemnification.

    


    (a)           If
      a party entitled to be indemnified under this Agreement (an "Indemnitee")
      receives notice of the assertion by an unaffiliated third party (a "Third
      Party") of any Claim (a "Third Party Claim") with respect to which another
      Party
      hereto (an "Indemnifying Party") is obligated to provide indemnification, the
      Indemnitee shall give the Indemnifying Party prompt notice thereof after
      becoming aware of such Third Party Claim. Such notice shall describe the Third
      Party Claim in reasonable detail and shall indicate the amount (estimated if
      necessary) of the Loss that has been or may be sustained by the Indemnitee.
      Such
      notice shall be a condition precedent to any liability of the Indemnifying
      Party
      for any Third Party Claim under the provisions for indemnification contained
      in
      this Agreement; provided, however, that the failure of the lndemnitee to give
      prompt notice to the Indemnifying Party of such Third Party Claim shall
      adversely affect the Indemnitee's rights to indemnification hereunder solely
      to
      the extent that such failure prejudices the Indemnifying Party in the defense
      of
      such Third Party Claim.

    


    (b)           The
      Indemnifying Party may elect to compromise or defend, at such Indemnifying
      Party's own expense and by such Indemnifying Party's own counsel, any Third
      Party Claim. If the Indemnifying Party elects to compromise or defend such
      Third
      Party Claim, it shall, within thirty (30) days after receiving notice of the
      Third Party Claim, notify the Indemnitee of its intent to do so, and the
      Indemnitee shall cooperate at the expense of the Indemnifying Party, in the
      compromise of, or defense against, such Third Party Claim. If the Indemnifying
      Party elects not to compromise or defend against the Third Party Claim, or
      fails
      to notify the lndemnitee of its election as herein provided, or otherwise
      abandons the defense of such Third Party Claim, (i) the Indemnitee may satisfy
      (without prejudice of any of its rights as against the Indemnifying Party),
      compromise or defend such Third Party Claim and (ii) the costs and expenses
      of
      the lndemnitee incurred in connection therewith shall be indemnifiable by the
      Indemnifying Party pursuant to the terms of this Agreement and the Indemnifying
      Party shall be entitled to participate in (but not control) the defense of
      such
      action, with its counsel and at its own expense.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c)           In
      addition, in connection with any Third Party Claim in which the Indemnitee
      shall
      reasonably conclude, based upon a written opinion of its counsel available
      to
      the Indemnifying Party, that (i) there is a conflict of interest between the
      Indemnifying Party and the Indemnitee in the conduct of the defense of such
      Third Party Claim or (ii) there are specific defenses available to the
      Indemnitee which are different from or additional to those available to the
      Indemnifying Party and which could be materially adverse to the Indemnifying
      Party, then the Indemnitee shall have the right to retain separate counsel
      in
      connection with such Third Party Claim. In such an event, the Indemnifying
      Party
      shall pay the reasonable fees and disbursements of counsel to each of the
      Indemnifying Party and the Indemnitee, provided however, that the Indemnifying
      Party will not be responsible for the fees of more than one counsel for all
      Indemnitees.

    


    (d)           Notwithstanding
      the foregoing, neither the Indemnifying Party nor the Indemnitee may settle
      or
      compromise any claim (unless the sole relief payable to a Third Party in respect
      of such Third Party Claim is monetary damages that are paid in full by the
      party
      settling or compromising such claim) over the objection of the other, provided,
      however, that consent to settlement or compromise shall not be unreasonably
      withheld.

    


    (e)           In
      any event, except as otherwise provided herein, the Indemnitee may participate
      in (but not control), with its counsel and at its own expense, in the defense
      of
      such Third Party Claim.

    


    (f)           If
      the Indemnifying Party chooses to defend any claim, the Indemnitee shall make
      available to the Indemnifying Party any personnel or any books, records or
      other
      documents within its control that are reasonably necessary or appropriate for
      such defense, subject to the receipt of reasonably appropriate confidentiality
      agreements.

    


    (g)           Notwithstanding
      anything to the contrary stated hereinabove in this section, if prompt action
      is
      required with respect to the defense of a Third Party Claim, the Indemnitee
      shall, subject to the terms and conditions of this Article XI, have the right
      to
      assume the defense of such Third Party Claim; provided, however, that if the
      Indemnifying Party subsequently elects to assume the defense of such Third
      Party
      Claim, then the provisions set forth hereinabove shall be applicable and the
      Indemnifying Party shall, subject to the terms and conditions of this Agreement,
      reimburse the Indemnitee for any costs and expenses reasonably incurred by
      the
      Indemnitee prior to the date the Indemnifying Party assumes control of such
      Third Party Claim.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (h)            Notwithstanding
      the foregoing, if an offer of settlement or compromise is received by or
      communicated to the Indemnifying Party with respect to a Third Party Claim
      and
      the Indemnifying Party notifies the Indemnitee in writing of the Indemnifying
      Party's willingness to settle or compromise such Third Party Claim on the basis
      set forth in such notice and the Indemnitee declines to accept such settlement
      or compromise, the lndemnitee may continue to contest such Third Party Claim,
      without any participation by the Indemnifying Party, at the Indemnitee's sole
      expense. The obligation of the Indemnifying Party to the Indemnitee with respect
      to such Third Party Claim shall be equal to the lesser of (i) the amount of
      the
      offer of settlement or compromise which the Indemnitee declined to accept plus
      the costs and expenses of the Indemnitee prior to the date the Indemnifying
      Party notifies the Indemnitee of the Indemnifying Party's willingness to settle
      or compromise such Third Party Claim or (ii) the amount the Indemnitee is
      obligated to pay as a result of the Indemnitee's continuing to contest such
      Third Party Claim including costs and expenses with respect thereto; and the
      Indemnifying Party shall be entitled to recover (by set-off or otherwise) from
      the lndemnitee any additional expenses incurred by the Indemnifying Party as
      a
      result of the Indemnitee's decision to continue to contest such Third Party
      Claim.

    


    (i)           Any
      claim on account of a Loss which does not involve a Third Party Claim shall
      be
      asserted by a written notice given by the party claiming indemnity to the party
      from which indemnity is claimed. The recipient of such notice shall have a
      period for sixty (60) days within which to respond thereto. If such recipient
      does not respond within such 60-day period, such recipient shall be deemed
      to
      have accepted responsibility to make payment, subject to the provisions hereof,
      and shall have no further right to contest the validity of such claim. If the
      recipient responds within such 60-day period and rejects such claim in whole
      or
      in part, the party claiming indemnity shall be free to pursue such remedies
      as
      may be available to such party under applicable law.

    


    (j)           Following
      the Closing, each Party shall use its best efforts to make available to the
      other Party, upon written request, its employees and agents as witnesses to
      the
      extent that any such person may be reasonably required in connection with any
      legal, administrative or other proceedings in which the requesting Party may
      from time to time be involved.

    


    


    ARTICLE
      XII

    TERMINATION

    


    12.1           Methods
      of Termination.

    


    This
      Agreement may be terminated in any of the following ways:

    


    (a)           at
      any time on or before the Closing Date by the mutual written consent of the
      Purchaser and the Seller;

    


    (b)           on
      the Closing Date, by the Purchaser in writing if the conditions set forth in
      Article IX of this Agreement shall not have been met by the Seller or waived
      in
      writing by the Purchaser;

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c)           on
      the Closing Date, by the Seller in writing if the conditions set forth in
      Article X of this Agreement shall not have been met by the Purchaser or waived
      in writing by the Seller;

    


    (d)           at
      any time on or before the Closing Date, by the Seller or the Purchaser in
      writing if the other shall have breached any representation or warranty in
      any
      material respect (as if such representation or warranty had been made on and
      as
      of the date hereof and on and as of the date of the notice of breach referred
      to
      below) or any covenant, undertaking or obligation contained herein and such
      breach shall not have been cured by the earlier of thirty (30) days after the
      giving notice to the breaching Party of such breach or the Closing
      Date;

    


    (e)            by
      the Seller or the Purchaser in writing at any time after any of the regulatory
      authorities has denied any Application of the Purchaser or the Seller;
      and

    


    (f)           by
      the Seller or the Purchaser in writing if the Transactions are not consummated
      on or before March 31, 2008, unless extended in writing with the consent of
      both
      Parties.

    


    12.2            Procedure
      Upon Termination.

    


    In
      the
      event of termination pursuant to Section 12.1 hereof, written notice thereof
      shall forthwith be given to the other Party, and this Agreement shall terminate
      immediately upon receipt of such notice. If this Agreement is terminated as
      provided herein:

    


    (a)           each
      Party will promptly return all documents, work papers and other materials of
      the
      other Party relating to the Transactions, whether obtained before or after
      the
      execution hereof, to the Party furnishing the same; and

    


    (b)           all
      information received by either Party with respect to the business of the other
      Party (other than information which is a matter of public knowledge or which
      has
      heretofore been or is hereafter published in any publication for public
      distribution or filed as public information with any government authority)
      shall
      remain strictly confidential and shall not at any time be used for any business
      purpose by such Party or disclosed by such Party to third persons.

    


    


    ARTICLE
      XIII

    MISCELLANEOUS
      PROVISIONS

    


    13.1           Amendment
      and Modification.

    


    The
      Parties, by mutual written consent, may amend, modify and supplement this
      Agreement in such manner as may be agreed upon by them in writing. This
      Agreement and the exhibits and schedules hereto constitute the entire agreement
      of the Parties.

    


    13.2       
      Waiver
      or Extension.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Either
      of
      the Parties, by a written instrument signed by a duly authorized officer, may
      extend the time for the performance of any of the obligations or other acts
      of
      the other Party and may waive (i) any inaccuracies in the representations or
      warranties of the other Party contained herein or in any document delivered
      by
      the other Party pursuant hereto or (ii) compliance with any of the undertakings,
      obligations, covenants or other acts of the other Party contained herein or
      in
      any such document.

    


    13.3           No
      Assignment.

    


    Neither
      this Agreement nor any of the rights, interests or obligations hereunder shall
      be assigned, prior to the Closing Date, by either of the Parties without the
      prior written consent of the other.

    


    13.4           Survival.

    


    The
      representations, warranties, conditions and obligations set forth in this
      Agreement shall not survive the Closing Date except as expressly provided to
      the
      contrary herein and except for obligations that are to be performed after the
      Closing Date pursuant to their terms.

    


    13.5           Payment
      of Expenses.

    


    Except
      as
      otherwise specifically provided in this Agreement, each Party shall bear and
      pay
      all costs and expenses incurred by it or on its behalf in connection with this
      Agreement and the Transactions. If this Agreement is terminated pursuant to
      Section 12.1(iv), the Party on account of whose breach this Agreement was
      terminated shall pay to the other Party the aggregate sum of $25,000 as
      liquidated damages and as the sole remedy upon termination of this
      Agreement.

    


    
      	
               

            	
              13.6

            	
              Addresses
                for Notices, Etc.

            


    

    


    All
      notices, requests, demands, consents and other communications provided for
      hereunder and under any related agreements shall be in writing and mailed (by
      registered or certified mail) or delivered by any other means to the applicable
      Party at the addresses indicated below:

    
      


      
        	
                If
                  to the Purchaser to:

              	
                Savings
                  Institute Bank and Trust Company

              
	 	
                803
                  Main Street

              
	 	
                Willimantic,
                  CT 06226

              
	 	
                ATTN:
                  Rheo A. Brouillard,

              
	 	
                President
                  and CEO

              
	 	 
	
                With
                  a copy to:

              	
                William
                  W. Bouton III, Esq.

              
	 	
                Tyler
                  Cooper & Alcorn, LLP

              
	 	
                185
                  Asylum Street

              
	 	
                City
                  Place I, 35th Floor

              
	 	
                Hartford,
                  CT 06103

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      
        	
                If
                  to the Seller to:

              	
                The
                  Bank of Southern Connecticut

              
	 	
                215
                  Church Street

              
	 	
                New
                  Haven, CT 06510

              
	 	
                ATTN:
                  Elmer F. Laydon

              
	 	
                Chairman
                  of the Board

              
	 	 
	
                With
                  a copy to:

              	
                Robert
                  M. Taylor, Esq.

              
	 	
                Day
                  Pitney LLP

              
	 	
                242
                  Trumbull Street

              
	 	
                Hartford,
                  Ct. 06103

              


      

      
or,
        as to
        each Party, at such other address as shall be designated by such Party in
        a
        written notice to the other Party complying as to delivery with the terms
        of
        this Section 13.6.

    

    


    
      	
               

            	
              13.7

            	
              Counterparts.

            


    

    


    This
      Agreement may be executed in
      counterparts (which may include signature pages delivered by facsimile or other
      electronic means), each of which when so executed and delivered shall constitute
      a complete and original instrument but all of which together shall constitute
      one and the same agreement, and it shall not be necessary when making proof
      of
      this Agreement or any counterpart thereof to account for any other
      counterpart.

    


    
      	
               

            	
              13.8

            	
              Governing
                Law.

            


    

    


    This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of Connecticut, except to the extent that federal law, statutes or
      regulations are applicable.

    


    13.9           Separability.

    


    The
      invalidity or unenforceability of any term, phrase, clause, section, paragraph,
      restriction, covenant, agreement or other provision in this Agreement shall
      in
      no way affect the validity or enforcement of any other provision, or any part
      hereof; provided, however, that notwithstanding anything herein to the contrary,
      this Section 13.9 shall not apply to the closing conditions and deliveries
      of
      the Parties under this Agreement.

    


    
      	
            	
              13.10

            	
              No
                Third-Party Beneficiaries.

            


    

    


    The
      Parties intend that this Agreement shall not benefit or create any right or
      cause of action in or on behalf of any person other than the Seller and the
      Purchaser.

    


    
      	
            	
              13.11

            	
              Consent
                to Arbitration.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Any
      controversy or claim arising out of or relating to this Agreement, or the breach
      thereof, shall be settled by arbitration in accordance with the rules for
      commercial arbitration then in effect at the district office of the American
      Arbitration Association nearest to New York, New York, and judgment upon the
      award rendered may be entered in any court having jurisdiction thereof, except
      to the extent that the Parties may otherwise reach a mutual settlement of such
      issue.

    


    [Signature
      page follows]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Parties have
      caused this Agreement to be duly executed by their duly authorized officers
      as
      of the date first above written.

    
 

    
      
        	 	
                Savings
                  Institute Bank and Trust Company

              
	 	
                ("PURCHASER")

              
	 	 	 
	 	 	 
	 	
                By:

              	
                /s/
                  Rheo A. Brouillard

              
	 	 	
                Name:
                  Rheo A. Brouillard

              
	 	 	
                Title:
                  President and CEO

              
	 	 	 
	 	 	 
	 	 	 
	 	
                The
                  Bank of Southern Connecticut

              
	 	
                ("SELLER")

              
	 	 	 
	 	 	 
	 	
                By:

              	
                /s/
                  Michael M. Ciaburri

              
	 	 	
                Name:
                  Michael M. Ciaburri

              
	 	 	
                Title:
                  President and CEO