Item 1. BUSINESS
GENERAL
On August 31, 1987, DS Bancor, Inc. (the "Company" or "DS Bancor") became the holding company for Derby Savings Bank ("Derby Savings" or the "Bank"). The Company was formed in 1986 at the direction of the Board of Directors of the Bank for the purpose of becoming the Bank's holding company, and the Company engaged in no business until it became the holding company for the Bank in August 1987. At that time, each of the outstanding shares of Derby Savings common stock was automatically converted and exchanged into one share of the Company's common stock. The Company's principal assets consist of all of the outstanding shares of Derby Savings. The Company's business consists mainly of the business of Derby Savings. Derby Savings is a Connecticut-chartered stock savings bank operating through 22 full-service banking offices in western New Haven and eastern Fairfield counties and Hartford County. The Bank obtained its Connecticut charter as a mutual savings bank in 1846. On December 4, 1985, the Bank converted to a stock savings bank, selling 2,217,856 shares of common stock, and receiving net proceeds of approximately $28.8 million. Deposits at Derby Savings are federally insured by the Bank Insurance Fund ("BIF"), which is administered by the Federal Deposit Insurance Corporation (the "FDIC"). The Bank is subject to comprehensive regulation, examination and supervision by the FDIC and the Banking Commissioner of the State of Connecticut (the "Commissioner"). The Company, as a bank holding company, is subject to regulation and examination by the Board of Governors of the Federal Reserve System (the "FRB").
Derby Savings is primarily engaged in the business of attracting deposits from and providing loans to the residents and businesses located within the Bank's market area. The Bank's customer base includes long-time customers mainly employed in manufacturing and service industries as well as newer customers employed by high technology industries in the northern and western parts of the Bank's market area. At December 31, 1994, the Bank had deposits of $1.03 billion, funding 84.1% of the Bank's $1.22 billion in assets. The Bank offers a variety of deposit products to meet the various investment objectives of its depositors, including regular savings, certificates of deposit, money market accounts, individual retirement accounts and keogh accounts. In addition to deposits, which serve as the Bank's primary source of funds, the Bank augments its lending and investment activities through borrowings from the Federal Home Loan Bank of Boston ("the FHLBB"), which serves as a credit facility for its members. At December 31, 1994, the Bank had borrowings from this source of $111.1 million, funding 9.1% of assets.
The lending activities of the Bank are primarily focused upon meeting the credit needs of the consumer segment of the Bank's market area. The Bank's consumer orientation has evolved into essentially two primary products which are secured by residential real estate and represent the core business of the Bank. At December 31, 1994, $683.6 million, representing 55.9% of the Company's assets, were invested in loans secured by first liens on one-to-four family residences. Complementing the Bank's financing of residential real estate is the home equity line of credit (the "HELOC") which is also secured by residential real estate and utilized by consumers to finance various purchases and expenditures. The flexibility of this means of consumer finance is reflected in the demand for this product which has enabled the Bank to allocate $70.2 million or 5.7% of its assets to this product. In addition to these primary products, the Bank also provides financing for other consumer needs, multi-family housing, as well as
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financing for commercial real estate, construction and local businesses. The Bank's investment in these product lines in the aggregate totaled $87.9 million, representing 7.2% of the Company's assets at December 31, 1994. The Company's corporate headquarters are located at 33 Elizabeth Street, Derby, Connecticut 06418 (telephone: 203-736-1000).
RESULTS OF OPERATIONS. Net income for totaled $5,710,000 or $1.95 per share (fully diluted) compared to $6,474,000 or $2.25 per share (fully diluted) for the prior year. Net income for 1993 includes $1,548,000 or $.54 per share (fully diluted) resulting from the adoption of Financial Accounting Standards Board Statement 109. This amount represents the cumulative effect of a change in accounting for income taxes effective January 1, 1993. Net income for the year ended December 31, 1993 before the cumulative effect of the change in accounting principle totaled $4,926,000 or $1.71 per share (fully diluted). The Company declared a 5% stock dividend on February 15, 1995. The per share amounts for the current and prior periods have been retroactively adjusted to give effect to this stock dividend.
Net interest income for 1994 increased $4.0 million or 12.9% from $30.5 million for 1993 to $34.5 million for 1994. The increase in net interest income of the Company resulted from an improvement in the net yield on interest-earning assets. For 1994, the net yield on interest-earning assets increased to 2.94%, from 2.68% for 1993.
Stockholders' equity totaled $67.1 million or $23.30 per share at December 31, 1994 and represented 5.5% of total assets. In accordance with Financial Accounting Standards Board Statement No. 115, stockholders' equity at December 31, 1994 included a $5.6 million unrealized loss, net of tax effect, on securities classified as available for sale (see "Consolidated Financial Statements contained in the 1994 Annual Report to Stockholders"). For 1994, net income represented a return on average assets and a return on average stockholders' equity of .47% and 8.34%, respectively, compared to .54% and 10.30% respectively, for 1993.
During 1994, the Company made further progress in reducing the level of non-performing assets, which includes non-performing loans and foreclosed and in-substance foreclosed assets. At December 31, 1994, non-performing assets totaled $20.8 million or 1.7% of total assets, reflecting a $7.4 million or 26% decline from $28.2 million or 2.4% of total assets at year end 1993. However, the volume and flow of non-performing assets continued to dampen the performance of the Company throughout the year through for losses and the expenses attendant to the management and disposition of these assets.
During 1994, the Bank charged off loans, net of recoveries, totaling $2.5 million against the allowances for credit losses. For 1994, the provision for credit losses totaled $2.3 million compared to $2.5 million for 1993. At December 31, 1994, the allowances for credit losses totaled $6.8 million representing 64.9% of non-performing loans.
For 1994, the Bank provided $2.2 million to the allowance for estimated losses on foreclosed assets compared to $4.3 million for 1993. The allowance for estimated losses on foreclosed assets totaled $439,000 at December 31, 1994, after foreclosed asset charge-offs of $2.8 million during the year.
2.
BURRITT TRANSACTION. On December 4, 1992, Derby Savings entered into an Insured Deposit Purchase and Assumption Agreement ("P & A") with the FDIC, pursuant to which Derby purchased certain assets and assumed the insured deposits and certain other liabilities of Burritt Interfinancial Bancorporation, New Britain, Connecticut in an FDIC-assisted transaction. In the transaction, the Bank assumed approximately $460 million of insured deposits and approximately $5.5 million of other liabilities of Burritt.
The assets of Burritt acquired included cash, various securities and certain other assets totaling approximately $54.0 million and two loan pools of one-to- four family mortgage loans and consumer loans, with book values of approximately $139.7 million and $29.6 million, respectively. The loans acquired in this transaction were purchased at a $10.4 million discount, which was initially allocated to the specific allowance for credit losses. Specific allocations of the acquired allowance for credit losses, to reflect the fair value of loans acquired, have been made as management of the Bank identified probable losses. During 1993, the Bank completed a valuation analysis of the loans acquired in connection with the Burritt transaction. As a result of this analysis, the Company allocated $6.0 million of the Burritt allowance for credit losses as a purchased loan discount (Note 3). This amount is being accreted to interest income over the remaining terms of the acquired loans.
The FDIC paid $240.4 million in cash to Derby in settlement of the difference between the amount of deposits and liabilities assumed and the assets acquired by Derby, less the $6.2 million premium paid by Derby in the transaction.
As a result of the Burritt transaction, Derby added 11 banking offices located in the greater New Britain area.
MEMORANDUM OF UNDERSTANDING. During 1992, the Board of Directors of Derby Savings entered into a Memorandum of Understanding (the "Memorandum") with the FDIC and the Connecticut Commissioner of Banks. The Memorandum called for the Board of Directors of the Bank to develop a written plan to reduce the level of assets classified "substandard" and to establish target levels for the reduction of adversely classified assets to 75% of total equity capital and reserves by December 31, 1992 and to 50% of total equity capital and reserves within a reasonable time thereafter. The Memorandum also called for the level of delinquent loans to be reduced to no more than 5% of gross loans by December 31, 1993. At December 31, 1994, delinquent loans totaled $32.0 million or 3.8% of total loans. Additionally, the Memorandum limits the payment of cash dividends by the Bank to DS Bancor to the Company's debt service and non-salary expenses.
In connection with the Burritt transaction, the FDIC modified the terms of the Memorandum which pertained to the maintenance of capital ratios. The Memorandum initially required that the Bank maintain a ratio of tier 1 capital to total assets of at least 5.5% and if the ratio fell below 7%, the Bank was required to notify the FDIC and the Connecticut Commissioner. The modification required Derby to have tier 1 capital in excess of 5% of total assets by December 31, 1993 and tier 1 capital at or above 5.75% of total assets by December 31, 1994. However, management of the Bank has requested and the FDIC has approved an extension of the December 31, 1994 target date to June 30, 1995. The Bank's tier 1 capital ratio at December 31, 1994 was 5.5%. The Bank expects to achieve the June 30, 1995 capital target of 5.75% through maintaining asset size at current levels and earnings retention.
3.
BRANCH OFFICES. During the second quarter of 1994, the Bank relocated the operations of the former New Britain main office of Burritt. Since the acquisition of Burritt in December 1992, the Bank had been renting the former main office of Burritt from the FDIC. The move to the new facility has allowed the Bank to expand the level of services provided to include drive-up and automated teller machine ("ATM") facilities.
In January 1994, the Bank closed one of its five branch offices located in New Britain, which was acquired in the Burritt transaction. The customers of this office can be serviced by any one of the Bank's other offices in New Britain or the surrounding communities. (See Item 2
Item 2. PROPERTIES
At December 31, 1994, Derby Savings had 22 banking offices located in New Haven, Fairfield and Hartford Counties. ATM's are currently in operation in 16 of the Bank's offices. The Bank is currently a member of Infinet, Inc. and Cirrus, a shared national ATM network.
Original Current Percent Office Office of Total New Haven County: Opened Opened Deposits Owned or Leased Note ----------------- ------ ------ -------- --------------- ---- Derby 1846 1976 14.44% Owned -- Derby (HQ) 1985 1985 --- Owned -- Orange Derby 1969 1985 6.92 Land leased, bldg. owned 1 Orange 1987 1987 4.99 Leased 2 Seymour 1981 1981 4.38 Owned -- Southbury 1988 1988 1.26 Leased 3 Fairfield County: ----------------- Shelton 1964 1975 5.01 Owned -- Huntington 1970 1973 7.74 Owned -- Stratford 1989 1989 5.66 Leased 4 Trumbull 1990 1990 4.84 Leased 5 Fairfield 1993 1993 1.86 Leased 6 Hartford County: ---------------- Avon 1987 1992 1.83 Leased 7 East Hartford 1992 1992 1.50 Leased 8 Glastonbury 1992 1992 2.82 Owned -- New Britain: Main Street 1992 1992 9.12 Leased 9 South Main Street 1992 1992 3.89 Owned -- Newington Avenue 1992 1992 4.87 Leased 10 West Main Street 1992 1992 3.38 Leased 11 Newington 1992 1992 3.22 Leased 12 Plainville 1992 1992 2.03 Leased 13 Rocky Hill 1992 1992 4.13 Leased 14 West Hartford 1992 1992 5.23 Leased 15 W. Hartford Central 1992 1992 .88 Leased 16 ------ 100.00% Notes: ------ 1. Lease expires August 2004. Subject to three five-year renewal options followed by one seven-and-a-half year renewal option. 2. Lease expires July 1997. Subject to one ten-year renewal option. 3. Lease expires November 1996. Subject to three five-year renewal options. 4. Lease expires August 1995. Subject to two three-year renewal options. 5. Lease expires June 1996. Subject to one three-year renewal option. 6. Lease expires April 1996. Subject to two five-year renewal options. 7. Lease expires September, 1997. Subject to one five-year renewal option. 8. Leased expires September 1999. Subject to two five year renewal options. 9. Leased expires April 1999. Subject to one five year renewal option. 10. Lease expires February 1998. Subject to three three-year renewal options. 11. Lease expires February, 1998. Subject to three five-year renewal options. 12. Lease expires December 2000. Subject to one ten-year renewal option. 13. Lease expires June 1998. Subject to three five-year renewal options. 14. Lease expires November 1998. Subject to two five-year renewal options. 15. Leased on a month-to-month basis. 16. Lease expires June 1997. Subject to one five-year renewal option.
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The aggregate net book value of properties owned and used for offices at December 31, 1994 was $4.3 million and the aggregate net book value of lease-hold improvements on properties used for branch offices was $549,000.
The data processing for Derby Savings is supplied by an unaffiliated data processing company. The primary internal data processing equipment at Derby Savings consists of teller terminals, ATM's and other automated equipment with a net book value of $2.2 million at December 31, 1994.
Item 3.
Item 3. LEGAL PROCEEDINGS The Company is involved as a plaintiff or defendant in various legal actions incidental to its business, all of which in the aggregate are believed by management not to be material to the financial condition or operations of the Company.
Item 4.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS During the fourth quarter of the year ended December 31, 1994, no matters were submitted to a vote of security holders through the solicitation of proxies or otherwise.
PART II
Item 5.
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Information as to the principal market on which the stock is traded, the Company's and the Bank's dividend policy, and the high and low closing sales prices for the stock are included on page 27 of the 1994 Annual Report to Stockholders and incorporated herein by reference. There were approximately 921 holders of record of the stock as of December 31, 1994.
Item 6.
Item 6. SELECTED FINANCIAL DATA Selected financial data for the five years ended December 31, 1994, consisting of data captioned "Selected Financial and Other Data" on page 2 of the 1994 Annual Report to Stockholders, is incorporated herein by reference.
Item 7.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Management's Discussion and Analysis on pages 4 through 27 of the 1994 Annual Report to Stockholders is incorporated herein by reference.
Item 8.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The consolidated statements of position of DS Bancor, Inc. and Subsidiary as of December 31, 1994 and 1993, the related consolidated statements of earnings and stockholders' equity and the consolidated statements of cash flows for each of the three years in the period ended December 31, 1994 together with the related notes and the report of Friedberg, Smith & Co., P.C., independent certified public accountants, all contained on pages 28 - 61 in the Company's 1994 Annual Report to Stockholders, are incorporated herein by reference.
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Item 9.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.
PART III
Item 10.
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY Information regarding the directors of the Company is omitted from this report as the Company intends to file a definitive proxy statement not later than 120 days after the end of the fiscal year and the information to be included therein is incorporated herein by reference. Information regarding the executive officers of the Company is set forth in Part I above under the caption "Executive Officers of the Registrant."
Item 11.
Item 11. EXECUTIVE COMPENSATION Information regarding remuneration of executive officers and directors of the Company is omitted from this report as the Company intends to file a definitive proxy statement not later than 120 days after the end of the fiscal year and the information to be included therein (excluding the report on executive compensation and the Comparative Performance Information) is incorporated herein by reference.
Item 12.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Information regarding security ownership of certain beneficial owners and management is omitted from this report as the Company intends to file a definitive proxy statement not later than 120 days after the end of the fiscal year and the information to be included therein is incorporated herein by reference.
Item 13.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Information regarding certain relationships and related transactions is omitted from this report as the Company intends to file a definitive proxy statement not later than 120 days after the end of the fiscal year and the information to be included therein is incorporated herein by reference.
PART IV
Item 14.
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a)(1). The following financial statements of the Company included in the Annual Report to Stockholders for the year ended December 31, 1994 are incorporated herein by reference in Item 8. The remaining information in said Annual Report is not deemed to be filed as part of this report, except as expressly provided herein.
(i) Consolidated Statements of Position as of December 31, 1994 and 1993. (ii) Consolidated Statements of Earnings for years ended December 31, 1994, 1993 and 1992. (iii) Consolidated Statements of Stockholders' Equity for years ended December 31, 1994, 1993 and 1992.
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(iv) Consolidated Statements of Cash Flows for the years ended December 31, 1994, 1993 and 1992. (vi) Notes to Financial Statements.
(vii) Auditor's Opinion.
(a)(2). All financial statement schedules for which provision is made in applicable accounting regulations are inapplicable and have therefore been omitted.
(b) EXHIBITS AND REPORTS ON FORM 8. There were no Form 8 filings during the quarter ended December 31, 1994.
(c) The following exhibits are either filed as part of this Report or are incorporated herein by reference.
EXHIBIT 3.1(a). Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-4 (Registration No. 33-3699), filed March 3, 1986).
EXHIBIT 3.1(b). Amendment to restated Certificate of Incorporation. (incorporated herein by reference to the exhibit contained in the Company's annual report on Form 10-K for the year ended December 31, 1989).
EXHIBIT 3.2. Bylaws (incorporated herein by reference to the Exhibit to the Company's Current Report on Form 8-K filed on February 8, 1988).
EXHIBIT 10.1(a). Employment Agreement with Harry P. DiAdamo Jr. (incorporated herein by reference to Exhibit 10.1(a) to the Company's Registration Statement on Form S-4 (Registration No. 33-3699) filed on March 3, 1986).
EXHIBIT 10.1(b). Employment Agreement with John F. Costigan (incorporated herein by reference to Exhibit 10.2(b) to the Company's Registration Statement on Form S-4 (Registration No. 33-3699) filed on March 3, 1986).
EXHIBIT 10.1(c). Severance Agreement with Alfred T. Santoro (incorporated herein by reference to the exhibit contained in the Company's annual report on Form 10-K for the year ended December 31, 1989).
EXHIBIT 10.1(d). Amendment to employment agreement with Harry P. DiAdamo (incorporated herein by reference to the exhibit contained in the Company's annual report on Form 10-K for the year ended December 31, 1989).
EXHIBIT 10.1(e). Amendment to employment agreement with John F. Costigan (incorporated herein by reference to the exhibit contained in the Company's annual report on Form 10-K for the year ended December 31, 1989).
EXHIBIT 10.1(f). Amendment to severance agreement with Alfred T. Santoro (incorporated herein by reference to the exhibit contained in
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the Company's annual report on Form 10-K for the year ended December 31, 1989).
EXHIBIT 10.1(g). Severance agreement with Thomas H. Wells, as amended.
EXHIBIT 10.2. Stock Option Plan, as amended (incorporated herein by reference to the exhibit contained in the Company's annual report on Form 10-K for the year ended December 31, 1987).
EXHIBIT 10.3. 1994 Stock Option Plan (incorporated herein by reference to Exhibit 4 contained in the Company's Form S-8 Registration Statement (Registration No. 33-53803) filed on March 25, 1994).
EXHIBIT 10.4(a). Form of Deferred Compensation Agreement with Management Directors (incorporated herein by reference to the exhibit contained in the Company's annual report on Form 10-K for the year ended December 31, 1987).
EXHIBIT 10.4(b). Form of Deferred Compensation Agreement with Non-Management Directors (incorporated herein by reference to the exhibit contained in the Company's annual report on Form 10-K for the year ended December 31, 1987).
EXHIBIT 10.4(c). Insured Deposit Purchase and Assumption agreement pursuant to which Derby purchased certain assets and assumed the insured deposits and certain other liabilities of Burritt Interfinancial Bancorporation, New Britain, CT (incorporated herein by reference to the exhibit contained in the Company's Form 8-K dated December 4, 1992).
EXHIBIT 13. Annual Report to Stockholders for the year ended December 31, 1994.
EXHIBIT 21. Subsidiaries of the Company. (Incorporated by reference to the exhibit contained in the Company's annual report on Form 10-K for the year ended December 31, 1990.)
EXHIBIT 23(a). Consent of Friedberg, Smith & Co., P.C. (Registrant No.33-3699).
EXHIBIT 23(b). Consent of Friedberg, Smith & Co., P.C. (Registrant No.33-71206).
EXHIBIT 23(c). Consent of Friedberg, Smith & Co., P.C. (Registrant No.33-53803).
EXHIBIT 27. Financial Data Schedule.
(d) None.
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SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
DS BANCOR, INC.
Date: March 30, 1995 By: /S/ Harry P. DiAdamo Jr. ---------------------- ------------------------------------ Harry P. DiAdamo Jr. President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Chief Executive Officer:
/S/ Harry P. DiAdamo Jr. Date: March 30, 1995 ------------------------------------------------- --------------- Harry P. DiAdamo Jr. Director, President and Chief Executive Officer (Principal executive officer)
Chief Financial Officer:
/S/ Alfred T. Santoro Date: March 30, 1995 ------------------------------------------------- --------------- Alfred T. Santoro Vice President, Treasurer and Chief Financial Officer (Principal financial and accounting officer)
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Directors:
/S/ Michael F. Daddona Jr. Date: March 30, 1995 ------------------------------------------------- --------------- Michael F. Daddona Jr. Chairman of the Board
/S/ Harry P. DiAdamo Jr. Date: March 30, 1995 ------------------------------------------------- --------------- Harry P. DiAdamo Jr. Director, President and Chief Executive Officer
/S/ John F. Costigan Date: March 30, 1995 ------------------------------------------------- --------------- John F. Costigan Director, Executive Vice President and Secretary
/S/ Achille A. Apicella Date: March 30, 1995 ------------------------------------------------- --------------- Achille A. Apicella Director
/S/ Walter R. Archer Jr. Date: March 30, 1995 ------------------------------------------------- --------------- Walter R. Archer Jr. Director
/S/ John J. Brennan Date: March 30, 1995 ------------------------------------------------- --------------- John J. Brennan Director
/S/ Angelo E. Dirienzo Date: March 30, 1995 ------------------------------------------------- --------------- Angelo E. Dirienzo Director
/S/ Laura J. Donahue Date: March 30, 1995 ------------------------------------------------- --------------- Laura J. Donahue Director
/S/ Christopher H.B. Mills Date: March 30, 1995 ------------------------------------------------- --------------- Christopher H.B. Mills Director
/S/ John M. Rak Date: March 30, 1995 ------------------------------------------------- --------------- John M. Rak Director
/S/ John P. Sponheimer Date: March 30, 1995 ------------------------------------------------- --------------- John P. Sponheimer Director
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INDEX TO EXHIBITS
Page (by Exhibit Sequential Number Identity of Exhibit Numbering) ------- ------------------- ---------- 3.1(a) Certificate of Incorporation (incorporated by * reference to Exhibit 3.1 to the Company's Registration Statement on Form S-4 filed March 3, 1986).
3.1(b) Amendment to restated Certificate of Incorporation. * (incorporated herein by reference to the exhibit contained in the Company's annual report on Form 10-K for the year ended December 31, 1989).
3.2 Bylaws (incorporated herein by reference to the exhibit * to the Company's Current Report on Form 8-K filed on February 8, 1988).
10.1(a) Employment Agreement with Harry P. DiAdamo, Jr. (incorporated * herein by reference to Exhibit 10.1(a) to the Company's Registration Statement on Form S-4 filed on March 3, 1986).
10.1(b) Employment Agreement with John F. Costigan (incorporated * herein by reference to Exhibit 10.1(b) to the Company's Registration Statement on Form S-4 filed on March 3, 1986).
10.1(c) Severance Payment Agreement with Alfred T. Santoro * (incorporated herein by reference to Exhibit 10.1(c) to the Company's annual report on Form 10K for the year ended December 31, 1989).
10.1(d) Amendment to employment agreement with Harry P. DiAdamo * (incorporated herein by reference to the exhibit contained in the Company's annual report on Form 10-K for the year ended December 31, 1989).
10.1(e) Amendment to employment agreement with John F. Costigan * (incorporated herein by reference to the exhibit contained in the Company's annual report on Form 10-K for the year ended December 31, 1989).
10.1(f) Amendment to severance agreement with Alfred T. Santoro * (incorporated herein by reference to the exhibit contained in the Company's annual report on Form 10-K for the year ended December 31, 1989).
10.1(g) Severance agreement with Thomas H. Wells, as amended. 48
10.2 Stock Option Plan (incorporated herein by reference to * to Exhibit 10.3 to the Company's Registration Statement on Form S-4 filed March 3, 1986).
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10.3 1994 Stock Option Plan (incorporated herein by reference to * Exhibit 4 contained in the Company's Form S-8 Registration Statement (Registration No. 33-53803) filed on March 25, 1994).
10.4(a) Form of Deferred Compensation Agreement with Management * Directors (incorporated herein by reference to the exhibit contained in the Company's annual report on Form 10-K for the year ended December 31, 1987).
10.4(b) Form of Deferred Compensation Agreement with Non-Management * Directors (incorporated herein by reference to the exhibit contained in the Company's annual report on Form 10-K for the year ended December 31, 1987).
10.4(c) Insured Deposit Purchase and Assumption agreement pursuant to * which Derby purchased certain assets and assumed the insured deposits and certain other liabilities of Burritt Interfinancial Bancorporation, New Britain, CT (incorporated herein by reference to the exhibit contained in the Company's Form 8-K dated December 4, 1992).
13 Annual Report to Stockholders for the year ended December 31, 1994.
21 Subsidiaries of the Company (incorporated by reference to the * exhibit contained in the Company's annual report on Form 10-K for the year ended December 31, 1990).
23(a) Consent of Friedberg, Smith & Co., P.C. (Registrant 51 No. 33-3699).
23(b) Consent of Friedberg, Smith & Co., P.C. (Registrant 52 No. 33-71206).
23(c) Consent of Friedberg, Smith & Co., P.C. (Registrant 53 No. 33-53803).
27 Financial Data Schedule. 54
* Previously filed.
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