EAGLE FINANCIAL CORP, S-2/A, 1994-09-12

EAGLE FINANCIAL CORP
S-2/A, 1994-09-12
SAVINGS INSTITUTION, FEDERALLY CHARTERED

Previous: EAGLE FINANCIAL CORP, 10-Q/A, 1994-09-12

Next: BAKER J INC, 10-Q, 1994-09-12

<PAGE>

As filed with the Securities and Exchange Commission on September 12, 1994
Registration No. 33-54981
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

EAGLE FINANCIAL CORP.
(Exact name of registrant as specified in its charter)

Delaware 6712 06-1194047
(State of Incorporation) (Primary Standard Industrial (I.R.S. Employer
Classification Code Number) Identification Number)
------------------------
222 Main Street
Bristol, Connecticut 06010
(203) 589-4600
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
------------------------
Mark J. Blum
Vice President and Chief Financial Officer
Eagle Financial Corp.
222 Main Street
Bristol, Connecticut 06010
(203) 589-4600
(Name, address, including zip code, and telephone number,
including area code, of registrant's agent for service)
------------------------
Copies of communications to:

Charles E. Allen, Esq. Mitchell Kleinman, Esq.
Stuart G. Stein, Esq. Brown & Wood
Hogan & Hartson L.L.P. One World Trade Center
555 Thirteenth Street, N.W. New York, NY 10048
Washington, D.C. 20004 (212) 839-5300
(202) 637-5600
------------------------
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. [_]

If the registrant elects to deliver its latest annual report to
security holders, or a complete and legible facsimile thereof, pursuant to Item
11(a)(1) of this Form, check the following box. [_]

The registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE>

Eagle Financial Corp.
Cross-Reference Sheet Pursuant to Item 501(b) of Regulation S-K

<TABLE>
<CAPTION>
Item Numbers and Form S-2 Caption Location in Prospectus
- --------------------------------- ----------------------
<S> <C>
1. Forepart of Registration Statement and Outside
Front Cover Page of Prospectus............... Forepart of Registration Statement
and Outside Front Cover Page

2. Inside Front and Outside Back Cover Pages
of Prospectus................................ Inside Front and Outside Back
Cover Pages

3. Summary Information, Risk Factors and
Ratio of Earnings to Fixed Charges........... The Company; Selected Financial
and Other Data; Certain Considerations

4. Use of Proceeds................................ Use of Proceeds

5. Determination of Offering Price................ Underwriting

6. Dilution....................................... Not applicable

7. Selling Security Holders....................... Not applicable

8. Plan of Distribution........................... Underwriting

9. Description of Securities to be Registered..... Description of Capital Stock

10. Interests of Named Experts and Counsel......... Not applicable

11. Information With Respect to the Registrant..... The Company; Certain
Considerations; Market Prices and
Dividends; Capitalization; Selected
Financial and Other Data;
Management's Discussion and
Analysis of Financial Condition and
Results of Operations; Description of
Capital Stock; Consolidated Financial
Statements; Available Information;
Incorporation of Certain Documents by
Reference

12. Incorporation of Certain Documents by
Reference.................................... Incorporation of Certain Documents by
Reference

13. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities.................................. Not applicable
</TABLE>
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED SEPTEMBER 12, 1994

PROSPECTUS

800,000 SHARES

[LOGO OF EAGLE FINANCIAL CORP.
EAGLE FINANCIAL CORP.
APPEARS HERE] COMMON STOCK

All 800,000 shares of common stock, par value $.01 per share ("Common Stock")
offered hereby (the "Offering") are being sold by Eagle Financial Corp.
("Eagle" or the "Company"), the holding company of Eagle Federal Savings Bank.
On September 9, 1994, the closing price of the Common Stock on the American
Stock Exchange ("AMEX") was $21 5/8 per share. The Common Stock has been
approved for quotation on the Nasdaq National Market under the symbol "EGFC"
commencing September 13, 1994.

SEE "CERTAIN CONSIDERATIONS" FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD
BE CONSIDERED BY PROSPECTIVE INVESTORS.

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

THE SHARES OF COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR
OTHER OBLIGATIONS OF A BANK OR SAVINGS ASSOCIATION, AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND, THE SAVINGS
ASSOCIATION INSURANCE FUND OR ANY OTHER GOVERNMENTAL AGENCY.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT(1) COMPANY(2)(3)
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share.................................. $ $ $
- --------------------------------------------------------------------------------
Total...................................... $ $ $
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) The Company has agreed to indemnify Keefe, Bruyette & Woods, Inc. (the
"Underwriter") against certain liabilities, including liabilities under the
Securities Act of 1933, as amended (the "Securities Act"). See
"Underwriting."

(2) Before deducting estimated expenses of $300,000 relating to the Offering
payable by the Company. See "Use of Proceeds."

(3) The Company has granted the Underwriter a 30-day option to purchase up to
an additional 120,000 shares of Common Stock to cover over-allotments, if
any. If such option is exercised in full, the total Price to Public,
Underwriting Discount and Proceeds to Company will be $ , $ and $ ,
respectively. See "Underwriting."

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

The shares of Common Stock are offered by the Underwriter, subject to prior
sale, when, as and if issued to and accepted by the Underwriter, subject to
approval of certain legal matters by counsel for the Underwriter and subject to
certain other conditions. The Underwriter reserves the right to withdraw,
cancel or modify such offer and to reject orders in whole or in part. It is
expected that delivery of certificates for shares of Common Stock will be made
in New York, New York on or about September , 1994.

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

KEEFE, BRUYETTE & WOODS, INC.

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

THE DATE OF THIS PROSPECTUS IS SEPTEMBER , 1994
<PAGE>

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK
OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED IN THE OVER-THE-COUNTER MARKET OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

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

AVAILABLE INFORMATION

Eagle is subject to the informational requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and, in accordance therewith,
files reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements and
other information can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the Regional Offices of the Commission at Seven
World Trade Center, New York, New York 10048 and Suite 1400, Citicorp Center,
500 West Madison Avenue, Chicago, Illinois 60661. Copies of such material also
can be obtained at prescribed rates from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549.

Eagle has filed with the Commission in Washington, D.C. a registration
statement on Form S-2 (together with all amendments thereto, the "Registration
Statement") under the Securities Act with respect to the securities covered by
this Prospectus. This Prospectus does not contain all of the information set
forth in the Registration Statement, certain items of which are contained in or
incorporated by reference as exhibits to the Registration Statement as
permitted by the rules and regulations of the Commission. For further
information with respect to Eagle and the securities offered hereby, reference
is made to the Registration Statement, including the exhibits filed or
incorporated by reference as a part thereof. Statements contained herein
concerning the provisions of documents filed with, or incorporated by reference
in, the Registration Statement as exhibits are necessarily summaries of such
documents and each such statement is qualified in its entirety by reference to
the copy of the applicable document filed with the Commission. All of these
documents may be inspected without charge at the offices of the Commission as
described above, and copies may be obtained therefrom at prescribed rates.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by Eagle with the Commission pursuant to the
Exchange Act are incorporated by reference herein: Annual Report on Form 10-K
for the fiscal year ended September 30, 1993, (including Amendment No. 1
thereto, as filed with the Commission on July 12, 1994) Quarterly Reports on
Form 10-Q for the quarters ended December 31, 1993, March 31, 1994 (including
Amendment No. 1 thereto, as filed with the Commission on September 9, 1994) and
June 30, 1994 (including Amendment No. 1 thereto, as filed with the Commission
on September 12, 1994); and Current Reports on Form 8-K, as filed on November
12, 1993 and June 24, 1994 (including Amendment No. 1 thereto, as filed with
the commission on August 11, 1994).

All other reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, since the end of the
fiscal year covered by the Annual Report referred to above and prior to the
date of this Prospectus, shall be deemed to be incorporated by reference in
this Prospectus and to be a part thereof. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

Eagle will provide without charge to any person to whom this Prospectus is
delivered, upon the written or oral request of such person, a copy of any or
all of the documents referred to above which have been incorporated herein by
reference, other than exhibits to such documents. Written requests for such
copies should be addressed to Irene K. Hricko, Vice President and Corporate
Secretary, Eagle Financial Corp., 222 Main Street, Bristol, Connecticut, 06010.
Telephone requests may be directed to Ms. Hricko at (203) 489-0441.

2
<PAGE>

EAGLE FINANCIAL CORP.

[MAP]

3
<PAGE>

THE COMPANY

GENERAL--Eagle is the holding company of Eagle Federal Savings Bank ("Eagle
Federal" or the "Bank"). Eagle was organized as the holding company of First
Federal Savings and Loan Association of Torrington, Connecticut ("Torrington")
upon its conversion to a stock company in 1987. In 1988, BFS Bancorp, Inc., the
holding company of Bristol Federal Savings Bank, Bristol, Connecticut
("Bristol"), merged into Eagle in a combination structured as a merger of
equals and accounted for as a pooling-of-interests. Bristol had converted to a
stock company in 1987. Torrington and Bristol have operated as savings
institutions since 1919 and 1924, respectively. In January 1993, Eagle merged
Bristol with Torrington under the new name Eagle Federal Savings Bank. Unless
otherwise stated, all references herein to Eagle or the Company include Eagle
Federal and other subsidiaries on a consolidated basis.

Eagle, at June 30, 1994, had total assets of $1.1 billion, net loans
receivable of $775.1 million, deposits of $982.7 million and shareholders'
equity of $64.6 million. Through Eagle Federal, the Company provides consumer
banking services through 23 banking offices in Connecticut, serving the
Torrington, Bristol, Danbury and Hartford market regions. In the Torrington
market region, Eagle Federal ranks first, along with one other institution,
with a deposit market share of 23% at September 30, 1993. In the Bristol market
region, Eagle Federal ranks second, with a deposit market share of 24% at the
same date. As a community oriented savings bank, Eagle Federal focuses on the
financial needs of its customers in these local markets, seeking to develop
long-term deposit and lending relationships. In its lending activities, the
Bank stresses asset quality through its emphasis on 1-4 family residential
first mortgage lending in its local markets and the use of conservative loan
underwriting standards. Deposit accounts at the Bank are insured by the Federal
Deposit Insurance Corporation (the "FDIC").

Eagle's net income has increased each of the previous five fiscal years from
$3.5 million, or $1.17 per share, in fiscal 1989 to $6.2 million, or $1.97 per
share, in fiscal 1993. Eagle's net income for the nine months ended June 30,
1994 was $5.6 million, compared to $4.7 million for the same nine month period
in fiscal 1993.

Eagle intends to continue to concentrate on increasing its earnings,
maintaining high asset quality, meeting customer needs in its existing local
markets, and expanding through selected future acquisitions.

Eagle's principal executive office is located at 222 Main Street, Bristol,
Connecticut 06010 and its telephone number is (203) 589-4600.

RECENT ACQUISITIONS--In recent periods, Eagle has significantly expanded its
operations through three federally assisted acquisitions in which Eagle Federal
acquired certain assets and assumed deposit liabilities from the FDIC or the
Resolution Trust Corporation ("RTC"), as shown below. Substantially all of the
loans acquired in these acquisitions consisted of 1-4 family residential first
mortgage loans and home equity loans. In The Bank of Hartford, Inc. ("Bank of
Hartford") acquisition, Eagle Federal also acquired $72.7 million of investment
securities, substantially all of which were U.S. Treasury and government agency
obligations, and loan servicing rights on $80.5 million of loans with an
average loan servicing fee of 0.375%. In addition to these assisted
acquisitions, Eagle Federal in July 1993 purchased from another savings
institution a banking office in Brookfield, Connecticut with $8.2 million in
deposits, and relocated its previously acquired Brookfield office to that
location.

4
<PAGE>

<TABLE>
<CAPTION>
BANKING
ASSISTED DEPOSITS LOANS INTANGIBLE NET CASH OFFICES ACQUISITION
ACQUISITION ASSUMED ACQUIRED ASSETS RECEIVED ACQUIRED DATE
----------- -------- -------- ---------- ---------- -------- --------------
<S> <C> <C> <C> <C> <C> <C>
Danbury Federal Savings $113.7 $85.0 $1.2 $32.8 6 March 13, 1992
and Loan Association million million million million
("Danbury Federal")
Danbury, CT
Brookfield Bank $66.5 -- $595,000 $66.0 1 May 8, 1992
Brookfield, CT million million
Bank of Hartford $272.8 $80.6 $11.9 $112.4 6 June 10, 1994
Hartford, CT million million million million (a)
</TABLE>
- --------
(a) Includes $9.7 million cash receivable from the FDIC.

Eagle has pursued acquisitions which complement its existing operations and
market area. Each of the assisted acquisitions made by the Bank has had an
immediate positive impact on the Company's net income and allowed it to
maintain asset quality. By primarily pursuing assisted acquisitions involving
the FDIC or the RTC, the Company believes that it has successfully expanded at
a reasonable cost and without dilution to shareholder value.

Eagle's expansion strategy is reflected in its recent acquisition of the Bank
of Hartford, which represents a natural extension of Eagle's existing markets
since many residents of Bristol and Torrington commute to the Hartford area.
The Hartford market area is contiguous to Eagle's current market areas, and has
a higher population density and is generally more affluent than the Bristol and
Torrington markets. The Company believes that its expansion into the Hartford
market area creates an additional opportunity for loan originations. In
addition, the combination of size, geographical proximity and cost of the
acquired banking offices is expected to have a positive impact on the Company's
efficiency ratio.

BUSINESS--As a holding company, the business operations of Eagle are
conducted through the Bank. The Bank primarily is engaged in the business of
accepting deposits from the general public and using such funds in the
origination of first mortgage loans for the purchase, refinance or construction
of 1-4 family homes. At June 30, 1994, 99.3%, or $780.6 million, of the Bank's
$786.1 million total loans receivable was secured by real estate. The Bank's
real estate loans included $681.9 million of first mortgage loans secured by 1-
4 family residential real estate (86.7% of total loans receivable), $62.0
million of home equity loans, secured by second deeds of trust on residential
real estate (7.9% of total loans receivable), $36.2 million of multi-family,
commercial real estate, and land loans (4.7% of total loans receivable). The
remaining $5.9 million of loans (0.7% of total loans receivable) were consumer
loans, primarily loans secured by deposits and personal loans.

Eagle has experienced increased loan originations (excluding purchased
loans), with $209.9 million of originations in fiscal 1993, compared to $163.5
million in fiscal 1992, and $164.1 million for the nine months ended June 30,
1994, compared to $147.8 million for the nine months ended June 30, 1993.
Increased loan origination activity during fiscal 1993 and the first nine
months of fiscal 1994 is due in substantial part to refinancings of mortgage
loans in reaction to generally low market interest rates. However, as a result
of recent increases in mortgage interest rates, Eagle anticipates a decline in
1-4 family mortgage loan originations and, beginning in fiscal 1995, intends to
implement strategies which will put more emphasis on originating commercial
real estate loans within its primary market areas, predominantly on existing
structures. This will involve hiring additional personnel with proven
experience in commercial real estate loan products. Eagle also intends to put
more emphasis on its multi-family and consumer lending programs. See "Certain
Considerations--Commercial Real Estate, Multi-Family and Consumer Lending" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Financial Condition--Loans Receivable, Net." The

5
<PAGE>

marketing of these loans will focus on Eagle's existing customer base, as well
as new relationships within Eagle's primary market areas.

Based on its lending strategy, Eagle has been able to maintain relatively
stable asset quality. Total non-performing assets of Eagle were $10.4 million
at September 30, 1992, $12.0 million at September 30, 1993 and $12.0 million
(or $9.2 million excluding $2.8 million of non-performing assets acquired in
the Bank of Hartford transaction) at June 30, 1994. At those dates, non-
performing assets constituted 1.81%, 1.81% and 1.54%, respectively, of total
loans receivable and real estate owned. At June 30, 1994, Eagle's allowance for
loan losses totaled $8.4 million, or 104% of total non-performing loans.

Eagle Federal's funding strategy is focused primarily on developing core
deposits such as regular savings and checking accounts, and attracting long-
term certificates of deposit.

Eagle also makes available to its customers various investment products
through Liberty Securities Corporation, a registered broker-dealer not
affiliated with Eagle. These products include mutual funds, unit investment
trusts and fixed- and variable-rate annuity contracts, as well as discount
brokerage services.

REGULATION--Eagle, as a unitary thrift holding company, and Eagle Federal, as
its wholly-owned subsidiary, are subject to comprehensive regulation,
supervision and examination by the Office of Thrift Supervision ("OTS"), as the
primary federal regulator of the Bank. The FDIC also has significant regulatory
authority over the Bank. The Board of Governors of the Federal Reserve System
("FRB") has regulatory authority as to certain matters concerning the Bank.
Eagle Federal is a member of the Federal Home Loan Bank ("FHLB") System. FHLB
advances are a source of funds for the Bank.

CERTAIN CONSIDERATIONS

In addition to the other information set forth and incorporated by reference
in this Prospectus, the following factors should be considered carefully in
evaluating an investment in the Common Stock offered by this Prospectus.

SOURCE OF FUNDS FOR DIVIDENDS ON COMMON STOCK

Since Eagle has traditionally invested substantially all of its liquid assets
in the Bank, the payment of quarterly cash dividends by Eagle will continue to
be dependent upon the Bank paying cash dividends to Eagle. OTS regulations
impose limitations on cash dividends and other capital distributions by savings
institutions, such as the Bank. While Eagle has paid quarterly cash dividends
to its shareholders since 1987 out of dividends received from the Bank, and the
Bank is permitted under applicable OTS regulations to pay dividends to Eagle,
there can be no assurance that the OTS will permit the Bank in the future to
pay dividends to Eagle in an amount sufficient to enable Eagle to maintain its
current dividend policy. See "Market Prices and Dividends" and "Description of
Capital Stock--Dividend Limitations."

GOVERNMENT REGULATION

Eagle is subject to regulation as a savings and loan holding company and the
Bank, as a federally chartered savings bank, is subject to extensive regulation
by the OTS and the FDIC. The OTS and FDIC have adopted numerous regulations and
undertaken other regulatory initiatives, and further regulations and
initiatives are anticipated. In addition, among other significant effects, the
Federal Deposit Insurance Corporation Improvement Act ("FDICIA") provides for
regulatory seizure in the event of certain declines in the tangible capital
levels of insured institutions, requires risk-based deposit insurance premiums
based on assessment of the risks posed by an institution's assets, and

6
<PAGE>

imposes liability on holding companies for regulatory capital deficiencies of
insured institution subsidiaries under certain circumstances. This legislation,
or any future legislation, could have an adverse effect on Eagle. The Bank's
capital at June 30, 1994 exceeded the OTS minimum capital requirements for
tangible capital, core capital and risk-based capital. After giving effect to
completion of this Offering and the investment by Eagle of the net proceeds in
the Bank, on a pro forma basis at June 30, 1994, the Bank would meet the OTS
requirements for a "well-capitalized" institution. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations--Liquidity and
Capital Resources."

As a federally chartered, FDIC-insured savings association, the Bank is also
subject to numerous statutory and regulatory requirements, including among
other things, the Community Reinvestment Act of 1977 ("CRA"). Under CRA and the
OTS's implementing regulations, the Bank has a continuing and affirmative
obligation to help meet the credit needs of its local communities, including
low- and moderate-income neighborhoods, consistent with the safe and sound
operation of the institution. In addition, the OTS is required to take into
account the Bank's record of meeting the credit needs of its community in
determining whether to grant approval for certain types of applications. The
Bank's current CRA record is rated by the OTS as "satisfactory."

The Bank also is subject to OTS assessments to fund operations. These
assessments, which are paid semi-annually every January 31 and July 31,
incorporate a "general assessment" depending on the asset size of the
institution and an additional "premium assessment" for certain institutions
requiring increased supervision. The semi-annual assessment paid by the Bank in
August 1994 for the six-month period ending December 31, 1994 was comprised
solely of a general assessment of $87,451.

POTENTIALLY ADVERSE IMPACT OF INTEREST RATE CHANGES

The Company's results of operations depend to a large extent on the level of
the Bank's net interest income, which is the difference between interest income
from interest-earning assets (such as loans and investment and mortgage-backed
securities) and interest expense on interest-bearing liabilities (such as
deposits and borrowings). If interest-rate fluctuations cause the Bank's cost
of funds to increase faster than the yield on its interest-bearing assets, its
net interest income will be reduced. The Company uses various monitors of
interest rate risk. However, Eagle is unable to predict future fluctuations in
interest rates or the specific impact thereof. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Asset and Liability
Management." The market value of most of the Bank's financial assets are
sensitive to fluctuations in market interest rates. Fixed-rate investments,
other investment and mortgage-backed securities and mortgage loans generally
decline in value as interest rates rise. The extent to which borrowers prepay
loans also is affected by prevailing interest rates. When interest rates
increase, borrowers are less likely to prepay their loans; whereas, when
interest rates decrease, borrowers are more likely to prepay loans. Funds
generated by prepayments may be invested at a lower rate. Similarly,
prepayments on mortgage-backed securities also may affect adversely the value
of such securities and related income. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations."

COMMERCIAL REAL ESTATE, MULTI-FAMILY AND CONSUMER LENDING

In anticipation of a decline in demand for 1-4 family residential loans as a
result of recent increases in mortgage interest rates, Eagle intends,
commencing in fiscal 1995, to implement strategies which will put more emphasis
on origination of commercial real estate loans within its primary market areas,
predominantly on existing structures. Eagle also intends to put more emphasis
on its existing multi-family and consumer lending programs. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations--
Financial Condition--

7
<PAGE>

Loans Receivable, Net." Commercial real estate, multi-family and consumer
lending programs tend to improve interest rate sensitivity inasmuch as such
loans tend to be of shorter maturity than 1-4 family residential mortgage
loans, and are structured to adjust to market interest rates. For example,
Eagle currently anticipates that its commercial real estate loan products
generally will be indexed to the Bank's prime rate and will adjust in intervals
ranging from monthly to annually.

An integral part of commercial real estate lending will be the hiring of
additional personnel with proven experience in commercial real estate loan
products. Furthermore, commercial real estate and multi-family lending entails
significant additional risk as compared to 1-4 family residential lending.
Commercial real estate and multi-family loans typically involve relatively
large loan balances to single borrowers or groups of related borrowers. The
payment experience on such loans is typically dependent on the successful
operation of the real estate project. The success of such projects is sensitive
to changes in commercial and multi-family real estate values and economic
conditions generally. Consumer lending generally involves more risk of
collectibility than 1-4 family residential mortgage loans because of the type
and nature of the collateral. As a result, consumer loan collections are
dependent to a large degree on the borrower's continuing financial stability,
and thus are more likely to be adversely affected by circumstances such as job
loss and personal bankruptcy, as well as general economic conditions.

In implementing any commercial real estate lending program, or in placing
greater emphasis on its multi-family and consumer loan products, Eagle may
experience losses on these loan products in excess of the level of loan losses
historically incurred by Eagle in its 1-4 family residential lending
activities.

USE OF PROCEEDS

Net proceeds to Eagle from the sale of the shares of Common Stock offered
hereby are estimated to be $16.1 million ($18.6 million if the Underwriter's
over-allotment option is exercised in full), assuming a price to the public of
$21 5/8 per share, and after deducting an estimated underwriting discount and
other offering expenses payable by Eagle.

Eagle intends to contribute all of the net proceeds of the Offering to the
Bank as additional capital. This will increase the Bank's core capital from
4.69% at June 30, 1994 to 6.08% on a pro forma basis (or 6.29% if the over-
allotment option is exercised in full). The additional capital is being raised
by Eagle to increase the Bank's core capital. The Bank's core capital ratio
decreased from 7.38% at March 31, 1994 to 4.69% at June 30, 1994, primarily as
a result of its recent substantial increase in asset size relating to the Bank
of Hartford acquisition, which acquisition also reduced the Bank's amount of
core capital by $11.1 million (reflecting certain intangible assets acquired).
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations--Results of Operations--Bank of Hartford Acquisition." The
additional capital also may assist Eagle in making further acquisitions in
Connecticut or other generally adjacent market areas and increase the market
liquidity of its Common Stock. There are currently no pending negotiations or
assisted bid submissions as to any acquisition.

MARKET PRICES AND DIVIDENDS

Eagle's Common Stock has been approved for quotation on the Nasdaq National
Market under the symbol "EGFC" commencing September 13, 1994. Prior to
September 13, 1994, Eagle's Common Stock has been listed on the AMEX. Eagle
determined to change the listing and quotation of the Common Stock to the
Nasdaq National Market because, among other factors, it believes that the
Nasdaq National Market system of competing market makers should provide greater
liquidity in Eagle's Common Stock and reduce price volatility when trading
volume is low.

8
<PAGE>

The table below sets forth, for the fiscal periods indicated, the reported
high and low sale prices of the Common Stock on the AMEX and the cash dividends
paid per share. Reported sales prices and cash dividends on the Common Stock
have been adjusted retroactively to give effect to a 10% stock dividend paid in
September 1993.

<TABLE>
<CAPTION>
PRICE RANGE
-------------------------
CASH
HIGH LOW DIVIDENDS
------- ------- ---------
<S> <C> <C> <C>
Fiscal 1992
First quarter ended December 31, 1991............... $11 7/8 $ 9 5/8 $ .15
Second quarter ended March 31, 1992................. 17 1/2 11 3/4 .15
Third quarter ended June 30, 1992................... 16 3/8 14 .15
Fourth quarter ended September 30, 1992............. 16 3/8 15 .15
Fiscal 1993
First quarter ended December 31, 1992............... 17 3/8 15 .17
Second quarter ended March 31, 1993................. 20 1/4 16 3/4 .17
Third quarter ended June 30, 1993................... 19 1/4 16 1/4 .17
Fourth quarter ended September 30, 1993............. 19 5/8 16 5/8 .17
Fiscal 1994
First quarter ended December 31, 1993............... 21 5/8 18 3/4 .19
Second quarter ended March 31, 1994................. 20 5/8 19 1/8 .19
Third quarter ended June 30, 1994................... 23 5/8 19 1/8 .19
Fourth quarter (through September 9, 1994).......... 23 5/8 19 7/8 .19
</TABLE>

On September 9, 1994, the closing sale price of the Common Stock, as reported
on the AMEX, was $21 5/8 per share. As of September 9, 1994, there were
approximately 1,850 holders of record of the 3,131,911 shares of Common Stock
then issued and outstanding.

The Board of Directors has declared quarterly cash dividends since shortly
after Eagle's initial public offering in 1987. Eagle also established a
dividend reinvestment and stock purchase plan in 1993. Since Eagle has
traditionally invested substantially all of its liquid assets in the Bank as
capital, the payment of quarterly cash dividends by Eagle in the future will
continue to be dependent upon the Bank paying cash dividends to Eagle. The
payment of cash dividends by the Bank will depend upon its earnings, financial
condition (including capital needs), regulatory limitations and other factors
deemed relevant by the Board of Directors. See "Certain Considerations--Source
of Funds for Dividends on Common Stock," "Description of Capital Stock--
Dividend Limitations" and Note 13 to Consolidated Financial Statements as to
dividend limitations applicable to the Bank.

9
<PAGE>

CAPITALIZATION

The following table sets forth the capitalization of Eagle and certain
capital ratios of the Bank at June 30, 1994, and as adjusted to give effect to
the issuance of 800,000 shares of Common Stock in the Offering and the receipt
of the estimated net proceeds therefrom based on the assumptions set forth in
"Use of Proceeds." The information set forth in the table should be read in
conjunction with the Consolidated Financial Statements of Eagle and the related
notes thereto included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
AT JUNE 30, 1994
---------------------
ACTUAL AS ADJUSTED
-------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Deposits.......................................... $982,673 $982,673
======== ========
Borrowings:
FHLB advances.................................... $ 23,750 $ 23,750
Other borrowed money............................. 7,892 7,892
-------- --------
Total borrowings............................... $ 31,642 $ 31,642
======== ========
Shareholders' equity:
Serial preferred stock, par value $.01 per share,
2,000,000 shares authorized and unissued........ $ -- $ --
Common stock, par value $.01 per share, 8,000,000
shares authorized; 3,118,785 shares issued and
outstanding (excluding treasury shares); as
adjusted, 3,918,785 shares issued and
outstanding (excluding treasury shares)......... 32 40
Additional paid-in capital....................... 34,415 50,542
Retained earnings................................ 31,777 31,777
Net unrealized loss on securities available for
sale............................................ (675) (675)
Cost of common stock in Treasury................. (362) (362)
Employee stock ownership plan stock.............. (542) (542)
-------- --------
Total shareholders' equity (a)................. $ 64,645 $ 80,780
======== ========
Bank capital ratios (a):
Tangible......................................... 4.66% 6.05%
Core capital..................................... 4.69 6.08
Risk-based capital............................... 10.59 13.61
</TABLE>
- --------

(a) If the Underwriter's over-allotment option is exercised in full,
shareholders' equity, as adjusted, would be increased to $83.2 million and
the Bank capital ratios, as adjusted, would be 6.26% tangible capital,
6.29% core capital and 14.07% risk-based capital.

10
<PAGE>

SELECTED FINANCIAL AND OTHER DATA

The selected consolidated financial information under the captions "Summary
of Operations" and "Balance Sheet Data" below as of September 30, 1993 and 1992
and for each of the three years in the period ended September 30, 1993 has been
derived from the consolidated financial statements of the Company, which
financial statements have been audited by KPMG Peat Marwick LLP, independent
auditors, as of the year ended September 30, 1993, and by Ernst & Young LLP,
independent auditors, as of and for September 30, 1992 and for each of the two
years in the period ended September 30, 1992. The selected consolidated
financial data set forth below as of September 30, 1991, 1990 and 1989 and for
each of the two years in the period ended September 30, 1990 has been derived
from the audited consolidated financial statements of Eagle not separately
presented herein. The selected interim consolidated financial information under
such captions, for and at the nine month periods ended June 30, 1994 and 1993,
and the selected quarterly financial data, have been derived from the unaudited
financial statements of the Company included elsewhere herein or incorporated
herein by reference, and which, in the opinion of the management, reflect all
adjustments, consisting of normal recurring adjustments, considered necessary
for a fair presentation. The results of operations for such periods are not
necessarily indicative of the results which may be expected for any other
interim period or for the full year. This information and the information
contained in "Management's Discussion and Analysis of Financial Condition and
Results of Operations" should be read in conjunction with the Consolidated
Financial Statements and related Notes included elsewhere herein and the other
quarterly financial data incorporated herein by reference.

<TABLE>
<CAPTION>
NINE MONTHS ENDED
JUNE 30, YEARS ENDED SEPTEMBER 30,
---------------------- -------------------------------------------------------------
1994(A) 1993 1993 1992(B) 1991 1990 1989
---------- ---------- ---------- ---------- ---------- ---------- ----------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
SUMMARY OF OPERATIONS:
<S> <C> <C> <C> <C> <C> <C> <C>
Interest income......... $ 42,075 $ 41,940 $ 55,754 $ 51,884 $ 47,271 $ 45,994 $ 43,289
Interest expense........ 20,209 21,567 28,469 29,698 30,639 31,181 30,238
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net interest income..... 21,866 20,373 27,285 22,186 16,632 14,813 13,051
Provision for loan
losses................. 900 1,179 1,708 1,646 1,652 281 99
Other income............ 2,249 1,808 2,504 2,462 1,653 1,199 1,350
Other expenses.......... 13,495 12,043 16,292 12,936 9,241 9,514 8,611
---------- ---------- ---------- ---------- ---------- ---------- ----------
Income before income
taxes and cumulative
effect of accounting
changes................ 9,720 8,959 11,789 10,066 7,392 6,217 5,691
Income taxes............ 4,078 4,235 5,637 4,900 3,381 2,684 2,225
Less cumulative effect
of accounting
changes(c)............. 30 -- -- -- -- -- --
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net income.............. $ 5,612 $ 4,724 $ 6,152 $ 5,166 $ 4,011 $ 3,533 $ 3,466
========== ========== ========== ========== ========== ========== ==========
PER SHARE DATA(D):
Shareholders' equity
(period end)........... $ 20.73 $ 19.54 $ 19.78 $ 18.57 $ 17.42 $ 16.67 $ 15.78
Net income.............. 1.74 1.51 1.97 1.70 1.37 1.19 1.17
Dividends............... 0.57 0.46 0.63 0.55 0.47 0.46 0.45
Dividend payout ratio... 31.38% 29.49% 31.05% 32.09% 34.44% 38.93% 38.76%
Weighted average shares
outstanding............ 3,219,210 3,122,846 3,128,220 3,046,335 2,928,910 2,959,524 2,957,653
BALANCE SHEET DATA (PERIOD END):
Total assets............ $1,099,726 $ 778,015 $ 792,468 $ 751,171 $ 524,429 $ 480,553 $ 468,504
Loans receivable, net... 775,135 634,619 656,344 568,124 432,507 420,228 405,725
Mortgage-backed
securities............. 72,712 28,650 25,953 31,652 5,248 6,154 3,847
Investment securities
available for sale..... 16,815 5,773 15,599 -- -- -- --
Investment securities... 84,415 49,782 46,880 86,019 40,127 16,805 17,707
Deposits................ 982,673 701,407 706,214 677,701 458,074 402,627 380,563
FHLB advances and other
borrowings............. 31,642 6,314 16,252 7,326 11,068 25,093 37,011
Shareholders' equity.... 64,645 59,159 60,407 55,004 50,892 48,889 46,698
PERFORMANCE RATIOS(E):
Return on average
assets................. 0.90% 0.82% 0.79% 0.81% 0.80% 0.75%(i) 0.76%
Return on average
shareholders' equity... 12.01 11.08 10.69 9.80 8.05 7.39(i) 7.60
Net interest margin (f). 3.61 3.65 3.64 3.59 3.43 3.27 2.96
Average interest rate
spread (g)............. 3.40 3.42 3.40 3.26 2.88 2.64 2.34
Operating expenses to
average assets......... 2.15 2.08 2.10 2.02 1.84 2.02(j) 1.89
Efficiency ratio(h)..... 56 54 55 52 51 59 60
</TABLE>

(continued)

11
<PAGE>

<TABLE>
<CAPTION>
AT JUNE 30, AT SEPTEMBER 30,
------------- ---------------------------------
1994(A) 1993 1993 1992(B) 1991 1990 1989
------- ----- ----- ------- ----- ----- ----
ASSET QUALITY RATIOS:
<S> <C> <C> <C> <C> <C> <C> <C>
Non-performing assets to
loans receivable, net, and
real estate owned (k)....... 1.54% 1.93% 1.81% 1.81% 2.18% 1.04% 0.50%
Allowance for loan losses to
loans receivable (l)........ 1.07 0.70 0.76 0.70 0.36 0.12 0.05
Allowance for loan losses to
non-performing loans........ 104 71 77 100 27 13 18
Non-performing assets to
total assets................ 1.09 1.58 1.51 1.38 1.81 0.91 0.44
Net charge-offs to average
loans receivable (for the
period)..................... 0.15 0.12 0.11 0.19 0.14 -- --
CAPITAL RATIOS (PERIOD END):
Shareholders' equity to total
assets...................... 5.88% 7.60% 7.62% 7.32% 9.71% 10.17% 9.97%
Tangible capital............. 4.66 7.18 7.26 6.87 9.68 9.94 N/A
Core capital................. 4.69 7.24 7.31 6.87 9.69 9.94 N/A
Risk-based capital........... 10.59 13.40 14.21 13.74 17.68 19.14 N/A
</TABLE>

<TABLE>
<CAPTION>
THREE MONTHS ENDED
-------------------------------------------------
JUNE 30, 1994(A) MARCH 31, 1994 DECEMBER 31, 1993
---------------- -------------- -----------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
SELECTED QUARTERLY FINANCIAL DATA:
<S> <C> <C> <C>
Interest income.............. $14,824 $13,499 $13,750
Interest expense............. 7,085 6,418 6,706
------- ------- -------
Net interest income.......... 7,741 7,081 7,044
Provision for loan losses.... 300 300 300
Other income................. 815 643 791
Other expenses............... 4,486 4,496 4,513
Income tax provision......... 1,608 1,224 1,246
Cumulative effect of
accounting changes (c)...... -- -- 30
------- ------- -------
Net income................... $ 2,162 $ 1,704 $ 1,746
======= ======= =======
Net income per share......... $ 0.67 $ 0.53 $ 0.54
</TABLE>
- --------
(a) Includes assisted acquisition on June 10, 1994 from the FDIC of certain
assets and the assumption of all deposit liabilities of Bank of Hartford.
(b) Includes assisted acquisitions of certain assets and the assumption of
insured deposit liabilities of Danbury Federal on March 13, 1992 from the
RTC and of Brookfield Bank on May 8, 1992 from the FDIC.
(c) During the three months ended December 31, 1993, Eagle adopted two new
accounting standards, SFAS Nos. 106 and 109, and accounted for the
adoptions as cumulative effects of accounting changes. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations--
Results of Operations--Comparison of Nine Months Ended June 30, 1994 and
1993--Cumulative Effect of Accounting Changes."
(d) All per share data and the weighted average shares outstanding at and for
all periods prior to September 30, 1993 have been adjusted to give effect
to a 10% stock dividend to shareholders paid in September 1993. All
computations are net of treasury shares.
(e) Ratios for nine months ended June 30, 1994 and 1993 are annualized, where
appropriate.
(f) Net interest income divided by average interest-earning assets.
(g) Yield on interest-earning assets less rate paid on interest-bearing
liabilities (including non-interest bearing demand deposits).
(h) Other expenses divided by total of net interest income and other income.
(i) Includes impact of non-recurring expenses related to a terminated merger
transaction.
(j) Includes non-recurring expenses related to a terminated merger transaction;
1.93% with such expenses excluded.
(k) Non-performing assets include non-accrual loans, and real estate acquired
in settlement of loans and in-substance repossessed real estate, net of
related reserves.
(l) Loans receivable are net of unearned discounts and premiums, loans in
process and deferred loan origination fees.

12
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

At June 30, 1994, Eagle had total assets of $1.1 billion, compared to $792.5
million and $751.2 million at September 30, 1993 and 1992, respectively. The
primary reason for the growth from fiscal year end 1993 to June 30, 1994 is the
recent Bank of Hartford acquisition in which Eagle acquired $265.0 million of
assets (not including $11.0 million of goodwill and core deposit intangibles).
See "--Financial Condition." The increase in assets during fiscal 1993 reflects
$209.9 million of total loan originations during the year, which resulted in
growth of $88.2 million, or 15.5%, in the net loans receivable portfolio from
fiscal year end 1992 to 1993. Deposits grew to $982.7 million at June 30, 1994
from $706.2 million at September 30, 1993 and $677.7 million at September 30,
1992. The growth in deposits includes the impact of the May 1993 purchase of a
branch banking office located in Brookfield, Connecticut with $8.2 million in
deposits and the June 1994 assumption of $275.0 million of deposits of the Bank
of Hartford. As a result of its acquisitions and opening one new branch in the
Bristol region in January 1992, Eagle's banking offices increased to 23 at June
30, 1994 from nine at September 30, 1991.

For the nine months ended June 30, 1994, Eagle had net income of $5.6
million, or $1.74 per share, compared to $4.7 million, or $1.51 per share, for
the same period in 1993. For the years ended September 30, 1993 and 1992,
Eagle's net income was $6.2 million, or $1.97 per share, and $5.2 million, or
$1.70 per share, respectively. Eagle's return on average shareholders' equity
for the nine months ended June 30, 1994 and the years ended September 30, 1993
and 1992 was 12.01% (annualized), 10.69% and 9.80%, respectively. For the same
periods, Eagle's return on average assets was 0.90% (annualized), 0.79% and
0.81%, respectively.

Increases in net income since fiscal 1991 are principally attributable to
increases in the average balance, or volume, of interest-earning assets, as net
interest margins remained relatively stable over such periods. Since the second
quarter of fiscal 1994, however, interest rates have risen. As a result, those
of Eagle's assets which are subject to repricing in the short-term have begun
to earn higher yields. In contrast, the prevailing market interest rates paid
on deposit liabilities, Eagle's primary source of funds and largest amount of
interest-bearing liabilities, have not significantly increased. Eagle
anticipates that if market interest rates continue to rise, the cost of
interest-bearing deposits will increase, thereby having a negative impact on
Eagle's average interest rate spread and net interest margin.

Net income for the fourth quarter of fiscal 1994 will be favorably affected
by the Bank of Hartford acquisition. See "--Results of Operations--Bank of
Hartford Acquisition." Net income for such quarter will be reduced by several
non-recurring expenses relating to future retirement payments for services
rendered by two executive officers. See "--Results of Operations--Comparison of
Nine Months Ended June 30, 1994 and 1993--Other Expenses."

The operations of the Company and the entire thrift industry are
significantly affected by prevailing economic conditions, competition and the
monetary and fiscal policies of governmental agencies. Lending activities are
influenced by the demand for and supply of housing, competition among lenders,
the level of interest rates and the availability of funds. Deposit flow and
costs of funds are influenced by prevailing market rates of interest, primarily
on competing investments, account maturities, and the levels of personal income
and savings nationwide.

RESULTS OF OPERATIONS--BANK OF HARTFORD ACQUISITION

The Bank of Hartford acquisition was completed on June 10, 1994 and, although
reflected in the financial condition of Eagle at June 30, 1994, did not have a
significant impact on Eagle's operating

13
<PAGE>

results for the nine months ended June 30, 1994. As part of the acquisition,
Eagle acquired $265.0 million of assets (not including $11.0 million of
goodwill and core deposit intangibles), and assumed $272.8 million of deposits
as well as $2.3 million of advance payments by borrowers for taxes and
insurance and $978,000 of other liabilities.

The assets acquired included $112.4 million of cash and receivables due from
the FDIC, $80.6 million of loans, $72.7 million of investments and mortgage-
backed securities, and $2.6 million of other assets (consisting of $1.4 million
of accrued interest receivable, $880,000 of mortgage servicing rights and
$260,000 of real estate acquired in settlement of loans). See "--Financial
Condition."

The $112.4 million in cash and receivables due from the FDIC included $30.4
million of cash, amounts due from banks and interest bearing deposits of the
Bank of Hartford which were acquired. The remaining $82.0 million of cash and
receivables due from the FDIC represented the excess of liabilities assumed
over assets acquired in the transaction, the estimated amount due from the FDIC
to adjust the investment and mortgage-backed securities to market value at June
10, 1994 and certain settlement items currently being negotiated with the FDIC,
less an $8.7 million premium paid by Eagle to the FDIC to purchase the assets
and assume the liabilities. Of the $82.0 million of cash and receivables due
from the FDIC, $72.3 million was received on June 13, 1994. At June 30, 1994,
substantially all of the acquired cash, net of the amount used to fund deposit
run-off, was invested in federal funds and interest-bearing deposits at a
weighted average yield of 4.25%. Eagle intends to increase the yield received
on such funds, primarily through the use of such funds to originate loans and,
to a lesser extent, to purchase short-and intermediate-term investments.

Investments and mortgage-backed securities acquired included $24.1 million of
debt securities, consisting of $16.0 million of collateralized mortgage
obligations, $4.9 million of U.S. government agency and corporation debt, $2.3
million of U.S. Treasury securities and an $880,000 municipal bond. Also
acquired were $48.5 million of Federal Home Loan Mortgage Corporation mortgage-
backed certificates. The actual purchase price of the investment and mortgage-
backed securities is subject to adjustment based upon a valuation of such
securities as of June 10, 1994 to be obtained by the FDIC. Eagle intends to
retain the portfolio, except for FHLB securities with an estimated market value
at June 10, 1994 of approximately $4.9 million, which do not meet Eagle's
investment securities criteria because of their repricing formula. Eagle is
seeking to have the FDIC exclude the FHLB securities from the Bank of Hartford
acquisition. Based upon management's valuation of the investment and mortgage-
backed securities acquired at June 10, 1994, except for the FHLB securities,
which are not expected to be retained, the acquired portfolio had an estimated
weighted average yield of 7.22% at June 30, 1994.

Loans acquired in the Bank of Hartford acquisition included $60.0 million of
residential 1-4 family mortgage loans and $20.6 million of consumer loans,
primarily home equity loans. The net premium of loans acquired was $190,000.
The weighted average yield of the $80.6 million acquired loans was 8.33% at
June 30, 1994. This compares to a weighted average yield of 7.06% for Eagle's
$705.3 million other loans receivable at June 30, 1994. Also as part of the
Bank of Hartford acquisition, Eagle purchased for $880,000 the loan servicing
rights on $80.5 million of 1-4 family residential loans with an average loan
servicing fee of 0.375%. The $272.8 million of deposits assumed in the Bank of
Hartford acquisition had a weighted average interest cost of 3.82% at June 30,
1994.

Based solely on the weighted average yields of the interest-earning assets
acquired and the weighted average costs of the interest-bearing liabilities
assumed, the average interest rate spread relating to such assets and
liabilities acquired in the Bank of Hartford acquisition was approximately
2.40% at June 30, 1994, which would significantly increase Eagle's net interest
income. However, the actual impact of the Bank of Hartford acquisition on net
interest income will depend upon a number of variables including the amount of
deposit runoff subsequent to the acquisition, how management reinvests the net
cash and receivables from the acquisition, the prepayment experience on the
investment and mortgage-backed securities and loans purchased, and changes in
interest rates.

14
<PAGE>

Based solely on the purchase of mortgage servicing rights and additional
customer service fees on deposits at June 30, 1994, Eagle's other income would
increase by approximately $700,000, on an annualized basis. However, the actual
impact of the Bank of Hartford acquisition on other income is subject to many
of the same variables as discussed above for net interest income.

The Bank of Hartford transaction is expected to have a positive impact on
Eagle's efficiency ratio (other expenses to net interest income and other
income). As to other expenses, Eagle believes that the primary impact of the
transaction will be additional office occupancy and compensation related
expenses for the six new banking offices acquired. Eagle has retained
approximately 50 former branch personnel of the Bank of Hartford to operate the
new banking offices. It is estimated that the annual compensation and benefits
expense for these and other additional employees expected to be hired in the
first year will be approximately $1.3 million. First year occupancy expenses
for the six offices are anticipated to be approximately $450,000. Other
expenses such as federal insurance premiums, data processing, marketing and
other operating expenses also will increase as a result of the increase in
deposit accounts. As to the six new offices, as of June 30, 1994 the average
amount of deposits held in each office was $41.6 million, which approximates
the average amount of deposits held in the other banking offices of Eagle.

As part of the Bank of Hartford acquisition, Eagle intends to purchase for
$65,000 three former Bank of Hartford banking offices. Based on current
appraisals, Eagle believes that the fair value of the purchased offices will
exceed significantly the amount of the purchase price. The final determination
of fair value is subject to further review of current appraisals and
environmental issues related to the purchased offices. The amount of any excess
of fair value over the purchase price will result in a corresponding increase
in the carrying value of the purchased premises and a reduction in the amount
of the intangible asset that resulted from the Bank of Hartford transaction.

The Bank of Hartford acquisition initially resulted in $11.9 million of
intangible assets, including $8.6 million of goodwill, $2.4 million of core
deposit intangibles and $880,000 of purchased mortgage servicing rights. The
goodwill amount will be reduced by any amount that the fair value of banking
offices to be acquired from the FDIC as part of the acquisition exceeds the
purchase price, as discussed above. The amortization of the goodwill on a
straight-line basis over a period of 15 years will increase non-interest
expenses by approximately $570,000 annually. The core deposit intangible, which
is based upon certain industry average estimates and assumptions, will be
amortized on a accelerated basis over a 10 year period and will increase annual
non-interest expenses on average by approximately $238,000 with charges of
$588,000, $370,000, $292,000, $230,000 and $182,000 in each of the first five
years following the acquisition, respectively. The $880,000 cost of purchased
mortgage servicing rights will be amortized over the life of the loans being
serviced.

RESULTS OF OPERATIONS--COMPARISON OF NINE MONTHS ENDED JUNE 30, 1994 AND 1993

NET INCOME--Eagle had net income of $5.6 million, or $1.74 per share, for the
nine months ended June 30, 1994, an increase of $888,000, or 18.8%, from net
income of $4.7 million, or $1.51 per share, for the comparable period in 1993.
Net interest income increased $1.5 million, or 7.3%, from $20.4 million for the
nine months ended June 30, 1993 to $21.9 million for the comparable period in
1994. Other income increased $441,000, or 24.4%, to $2.2 million for the nine
months ended June 30, 1994 and other expenses increased $1.5 million, or 12.1%,
to $13.5 million.

NET INTEREST INCOME--Net interest income increased $1.5 million, or 7.3%, to
$21.9 million for the nine months ended June 30, 1994, as compared to $20.4
million for the nine months ended June 30, 1993. The increased net interest
income is reflected in a $135,000 increase in interest income, coupled with a
$1.4 million decrease in interest expense. For the nine months ended June 30,
1994, Eagle's average interest rate spread was 3.40%, and its net interest
margin was 3.61%, compared to 3.42% and 3.65%, respectively, for the nine
months ended June 30, 1993.

15
<PAGE>

Interest income during the nine months ended June 30, 1994 remained
relatively stable compared to the same period in 1993, increasing $135,000, or
0.3%, to $42.1 million. Average interest earning assets increased to $807.7
million for the nine months ended June 30, 1994, compared to $744.8 million for
the same period in 1993. This increase is reflected primarily in a $64.6
million increase in average loans receivable which resulted from high levels of
loan originations during the nine months ended June 30, 1994. The growth in
average interest-earning assets was substantially offset by a 56 basis point
decline in the average yield of such assets.

Interest expense decreased $1.4 million, or 6.3%, to $20.2 million for the
nine months ended June 30, 1994 compared to $21.6 million for the same period
in 1993. Notwithstanding a $39.1 million increase in average deposits to $736.3
million for the nine months ended June 30, 1994, the interest expense
attributable to such funds decreased $2.0 million, resulting in an average cost
of deposits of 3.49% for the 1994 period compared to 4.06% for the 1993 period.
Average total borrowings also increased to $22.1 million during the 1994 period
compared to $6.1 million during the 1993 period. However, the average cost of
such borrowings in the 1994 period was 5.62% compared to 7.44% in the 1993
period. The average cost of funds for Eagle was 3.55% for the nine months ended
June 30, 1994 compared to 4.09% for the same period in 1993.

16
<PAGE>

The following table sets forth certain information relating to the Company's
average interest-earning assets and interest-bearing liabilities and reflects
the average yield on assets and the average cost of liabilities for the periods
and at the dates indicated. During the periods indicated, non-accrual loans are
included in the loans receivable category.

<TABLE>
<CAPTION>
NINE MONTHS ENDED JUNE 30,
---------------------------------------------------
1994 1993
------------------------- -------------------------
INTEREST AVERAGE INTEREST AVERAGE
AVERAGE INCOME/ YIELD/ AVERAGE INCOME/ YIELD/
BALANCE EXPENSE COST BALANCE EXPENSE COST
-------- -------- ------- -------- -------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Interest-earning assets:
Loans receivable (a)..... $680,577 $36,834 7.22% $615,984 $36,383 7.88%
Mortgage-backed
securities.............. 27,738 1,357 6.52 30,314 1,420 6.25
Investment securities.... 80,438 3,229 5.35 86,651 3,758 5.78
Investment securities
available for sale...... 17,043 596 4.66 11,450 369 4.30
Federal funds sold....... 1,870 59 4.18 428 10 3.12
-------- ------- ----- -------- ------- -----
Total interest-earning
assets................ 807,666 42,075 6.95 744,827 41,940 7.51
------- ----- ------- -----
Non-interest-earning
assets.................... 27,405 27,561
-------- --------
Total assets........... $835,071 $772,388
======== ========
LIABILITIES AND
SHAREHOLDERS' EQUITY:
Interest-bearing
liabilities:
Deposits (b)............. $736,304 19,277 3.49 $697,175 21,228 4.06
FHLB advances............ 21,094 896 5.66 5,501 326 7.90
Other borrowings......... 1,001 36 4.80 557 13 3.11
-------- ------- ----- -------- ------- -----
Total interest-bearing
liabilities........... 758,399 20,209 3.55 703,233 21,567 4.09
------- ----- ------- -----
Non-interest-bearing
liabilities............... 14,358 12,314
-------- --------
Total liabilities...... 772,757 715,547
Shareholders' equity....... 62,314 56,841
-------- --------
Total liabilities and
shareholders' equity.. $835,071 $772,388
======== ========
Excess of interest-earning
assets over interest-
bearing liabilities....... $ 49,267 $ 41,594
======== ========
Ratio of interest-earning
assets to interest-bearing
liabilities............... 106.5% 105.9%
===== =====
Net interest income........ $21,866 $20,373
======= =======
Average interest rate
spread.................... 3.40% 3.42%
Net interest margin (c).... 3.61 3.65
</TABLE>
- --------
(a) Interest income includes loan origination fees of $764,000 and $400,000 for
the nine months ended June 30, 1994 and 1993, respectively.
(b) Includes non-interest-bearing demand deposits, which averaged $17.8 million
and $10.3 million for the nine months ended June 30, 1994 and 1993,
respectively.
(c) Net interest income divided by average interest-earning assets.

17
<PAGE>

The following table allocates the period-to-period changes in the Company's
various categories of interest income and interest expense between changes due
to changes in volume (calculated by multiplying the change in average volume of
the related interest-earning asset or interest-bearing liability category by
the prior year's rate), changes due to changes in rate (change in rate
multiplied by prior year's volume) and changes due to changes in rate-volume
(changes in rate multiplied by changes in volume).

<TABLE>
<CAPTION>
NINE MONTHS ENDED JUNE 30, 1994 V. 1993
INCREASE (DECREASE) DUE TO
--------------------------------------------
RATE/
RATE VOLUME VOLUME TOTAL
---------- ---------- ---------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Interest-earning assets:
Loans receivable................ $(3,048) $3,815 $ (316) $ 451
Mortgage-backed securities...... 63 (121) (5) (63)
Investment securities (a)....... (278) (269) 19 (527)
Investment securities available
for sale....................... 31 180 15 226
Federal funds sold.............. 3 34 11 48
---------- --------- -------- ----------
Total interest-earning assets. (3,229) 3,639 (276) 135
---------- --------- -------- ----------
Interest-bearing liabilities:
Deposits........................ (2,975) 1,191 (167) (1,951)
FHLB advances................... (92) 924 (262) 570
Other borrowings................ 8 10 5 23
---------- --------- -------- ----------
Total interest-bearing liabil-
ities........................ (3,059) 2,125 (424) (1,358)
---------- --------- -------- ----------
Net change in net interest income
before provision for loan losses. $ (170) $1,514 $ 148 $ 1,493
========== ========= ======== ==========
</TABLE>
- --------
(a) Investment securities include interest-bearing deposits, investment
securities and FHLB stock.

PROVISION FOR LOAN LOSSES--Eagle added provisions of $900,000 to its
allowance for loan losses during the nine month period ended June 30, 1994.
This compares to $1.2 million in loan loss provisions for the nine months ended
June 30, 1993. Net loan charge-offs for the nine months ended June 30, 1994
were $1.0 million (or 0.15% of average net loans receivable), compared to
$958,000 (or 0.11% of average net loans receivables) for the same period in
1993. The decreased provision in 1994 reflects management's analysis of the
risk elements of the loan portfolio, current delinquency and payment trends
(including the slightly increased level of loan charge-offs in the nine months
ended June 30, 1994) and the adequacy of the allowance for loan losses. At June
30, 1994, Eagle's allowance for loan losses was $8.4 million, or 1.07% of loans
receivable, compared with $4.5 million, or 0.70%, one year earlier. The
allowance for loan losses at June 30, 1994 includes $3.5 million added to the
allowance as part of the Bank of Hartford transaction. See "--Financial
Condition--Allowance for Loan Losses."

OTHER INCOME--Other income increased $441,000, or 24.4%, to $2.2 million for
the nine months ended June 30, 1994 from $1.8 million for the same period in
1993. The increase is attributable primarily to a $120,000 net gain on sale of
mortgage loans and a $218,000 increase in customer service fee income.

OTHER EXPENSES--Other expenses for the nine months ended June 30, 1994
increased $1.5 million, or 12.1%, to $13.5 million compared to $12.1 million
for the nine month period ended June 30, 1993. The largest contributing factors
to the increase included higher compensation related expenses of $6.4 million
for the nine months ended June 30, 1994, compared to $5.5 million for the same
period in 1993, and larger provisions for losses on real estate owned of
$435,000, compared to $199,000 for the same respective periods. The higher
compensation related expenses reflect increased pension

18
<PAGE>

expenses for the 1994 period compared to 1993 because the Company's pension
plan was over-funded during part of 1993. Also, the Company's post-retirement
benefits expenses increased as a result of the adoption of Statement of
Financial Accounting Standards ("SFAS") No. 106 (see "--Cumulative Effect of
Accounting Change" below). In addition to the increased compensation expenses
reported for the nine months ended June 30, 1994, Eagle will record several
non-recurring expenses totaling approximately $500,000, after tax, in the
fourth quarter of fiscal 1994 relating to the retirements of Ralph T. Linsley,
President and Chief Executive Officer, and Howard E. Walsh, Vice President.

The increase in the provision for losses on real estate owned during the
first nine months of fiscal 1994 reflects Eagle's current strategy to sell
properties more aggressively than in the past. A total of 29 properties with a
book value of $2.2 million were sold in the nine months ended June 30, 1994.

INCOME TAXES--Income tax expense was $4.1 million for the nine months ended
June 30, 1994, compared to $4.2 million for the same period in 1993.
Notwithstanding higher income during the 1994 period as compared to the 1993
period, income tax expense was $157,000, or 3.7%, less for the 1994 period. As
a result of the adoption of SFAS No. 109, "Accounting for Income Taxes," (see
"--Cumulative Effect of Accounting Change" below), Eagle is permitted a tax
benefit for certain real estate owned and loan loss provisions that was not
allowed under prior accounting rules.

CUMULATIVE EFFECT OF ACCOUNTING CHANGES--Eagle was required to adopt two
accounting pronouncements in the first quarter of fiscal 1994. The cumulative
effect of these accounting changes, net of related tax benefits, was to reduce
net income by approximately $30,000 during the nine months ended June 30, 1994.
The adoption of SFAS No. 109, "Accounting for Income Taxes", resulted in
recognition of a tax benefit of approximately $1.3 million during the nine
months ended June 30, 1994. The adoption of SFAS No. 106, "Accounting for
Postretirement Benefits Other than Pensions", resulted in a one-time cumulative
adjustment that, net of the related tax benefit, reduced net income by
approximately $1.3 million.

RESULTS OF OPERATIONS--COMPARISON OF YEARS ENDED SEPTEMBER 30, 1993, 1992 AND
1991

NET INCOME--Net income for the fiscal year ended September 30, 1993 was $6.2
million, or $1.97 per share, compared to $5.2 million, or $1.70 per share, for
fiscal 1992 and $4.0 million or $1.37 per share, for fiscal 1991. The $1.0
million, or 19.1%, increase in net income from fiscal 1992 to fiscal 1993 is
primarily the result of a $5.1 million, or 23.0%, increase in net interest
income. The provision for loan losses and other income each remained relatively
stable during fiscal 1993, increasing $62,000 and $42,000, respectively, from
fiscal 1992 levels, while other expenses increased $3.4 million, or 25.9%, and
income taxes increased $737,000, or 15.0%. The $1.2 million, or 28.8%, increase
in net income from fiscal 1991 to 1992 is primarily the result of a $5.6
million, or 33.4%, increase in net interest income, and a $809,000, or 48.9%,
increase in other income. These increases were partially offset by a $3.7
million, or 40.0%, increase in other expenses and a $1.5 million, or 44.9%,
increase in income taxes.

NET INTEREST INCOME--Net interest income increased $5.1 million, or 23.0%, to
$27.3 million for fiscal 1993, compared to $22.2 million for fiscal 1992. The
fiscal 1992 net interest income represents a $5.6 million, or 33.4%, increase
from net interest income of $16.6 million for fiscal 1991. The increase from
fiscal 1992 to fiscal 1993 is attributable to a $132.0 million increase in
average interest-earning assets and, to a lesser degree, to an increase in the
average interest rate spread from 3.26% in fiscal 1992 to 3.40% in fiscal 1993,
and an increase in the net interest margin from 3.59% to 3.64% for such
periods. The average interest rate spread was 2.88% and the net interest margin
was 3.43% in fiscal 1991.

Interest income increased $3.9 million, or 7.5%, during fiscal 1993, as a
result of a $132.0 million increase in average interest-earning assets, which
was somewhat offset by a decrease in the average

19
<PAGE>

yield on interest-earning assets from 8.39% in fiscal 1992 to 7.43% in fiscal
1993. The increase in average interest-earning assets includes a $120.7 million
increase in average loans receivable and a $17.8 million increase in average
mortgage-backed securities. The growth in the average loan portfolio during
fiscal 1993 compared to fiscal 1992 reflects strong loan origination activity
of $209.9 million in fiscal 1993, principally of 1-4 family loans, as well as
the acquisition of $85.0 million of loans of Danbury Federal in March 1992. The
growth in the average loan portfolio was significantly offset by a 122 basis
point decline in the average yield on such assets and a 66 basis point decrease
in the average yield on mortgage-backed securities.

Interest income increased $4.6 million, or 9.8%, in fiscal 1992 compared to
fiscal 1991, primarily as a result of a $133.0 million increase in average
interest-earning assets, which was somewhat offset by a 135 basis point decline
in the average yield on such assets. The primary components of the increase in
average interest-earning assets from fiscal 1991 to fiscal 1992 were a $79.9
million increase in the average loans receivable portfolio and a $47.0 million
increase in the average investment securities portfolio, primarily attributable
to the Danbury Federal and Brookfield Bank acquisitions. In those acquisitions,
on a combined basis, Eagle acquired $85.0 million of loans and $98.8 million of
cash, substantially all of which cash was invested initially in investment
securities.

Interest expense was $28.5 million in fiscal 1993, a decrease of $1.2
million, or 4.1%, from $29.7 million in fiscal 1992. This decrease was due to a
decline in the average cost of deposits and borrowed money to 4.03% in fiscal
1993 from 5.13% in fiscal 1992, offset by an increase in the average balance of
these funds by $127.1 million, reflecting a $129.9 million increase in the
average balance of deposits.

Interest expense was $29.7 million in fiscal 1992, or $941,000 less than
fiscal 1991. While interest expense declined only slightly, there was a 173
basis point decline in the average cost of interest-bearing liabilities. This
substantial decrease in average cost, coupled with a $10.6 million decrease in
the average balance of borrowed funds, was largely offset by a $143.0 million
increase in average deposits, primarily as a result of the Danbury Federal and
Brookfield Bank acquisitions. As a result of declining market interest rates,
the average cost of such funds decreased to 5.13% in fiscal 1992 from 6.86% in
fiscal 1991.

20
<PAGE>

<TABLE>
<CAPTION>
YEARS ENDED SEPTEMBER 30,
-----------------------------------------------------------------------------
1993 1992 1991
------------------------- ------------------------- -------------------------
INTEREST AVERAGE INTEREST AVERAGE INTEREST AVERAGE
AVERAGE INCOME/ YIELD/ AVERAGE INCOME/ YIELD/ AVERAGE INCOME/ YIELD/
BALANCE EXPENSE COST BALANCE EXPENSE COST BALANCE EXPENSE COST
-------- -------- ------- -------- -------- ------- -------- -------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Interest-earning assets:
Loans receivable (a)... $625,446 $48,614 7.77% $504,789 $45,404 8.99% $424,852 $42,238 9.94%
Mortgage-backed
securities............ 29,668 1,859 6.27 11,841 820 6.93 5,797 507 8.75
Investment securities.. 94,919 5,271 5.55 100,605 5,616 5.58 54,732 4,526 8.27
Federal funds sold..... 320 10 3.13 1,140 44 3.86 -- -- --
-------- ------- ----- -------- ------- ----- -------- ------- -----
Total interest-earning
assets................ 750,353 55,754 7.43 618,375 51,884 8.39 485,381 47,271 9.74
------- ----- -------- ------- ----- -------- ------- -----
Non-interest-earning
assets................. 26,306 22,532 18,117
-------- -------- --------
Total assets........... $776,659 $640,907 $503,498
======== ======== ========
LIABILITIES AND
SHAREHOLDERS' EQUITY:
Interest-bearing
liabilities:
Deposits (b)........... $700,003 27,960 3.99 $570,103 29,026 5.09 $427,143 29,048 6.80
FHLB advances.......... 5,629 494 8.78 7,706 634 8.23 18,607 1,555 8.36
Other borrowings....... 416 15 3.61 1,112 38 3.42 803 36 4.48
-------- ------- ----- -------- ------- ----- -------- ------- -----
Total interest-bearing
liabilities........... 706,048 28,469 4.03 578,921 29,698 5.13 446,553 30,639 6.86
-------- ------- ----- -------- ------- ----- -------- ------- -----
Non-interest-bearing
liabilities............ 13,078 9,274 7,124
-------- -------- --------
Total liabilities...... 719,126 588,195 453,677
Shareholders' equity.... 57,533 52,712 49,821
-------- -------- --------
Total liabilities and
shareholders' equity.. $776,659 $640,907 $503,498
======== ======== ========
Excess of interest-
earning assets over
interest-bearing
liabilities/net
interest income........ $ 44,305 $27,285 $ 39,454 $22,186 $ 38,828 $16,632
======== ======= ======== ======= ======== =======
Ratio of interest-
earning assets to
interest-bearing
liabilities............ 106.3% 106.8% 108.7%
===== ===== =====
Net interest income..... $27,285 $22,186 $16,632
======= ======= =======
Average interest rate
spread................. 3.40% 3.26% 2.88%
Net interest margin (c). 3.64 3.59 3.43
</TABLE>
- --------
(a) Interest income includes loan origination fees of $574,000, $263,000 and
$394,000 in fiscal 1993, 1992 and 1991, respectively.
(b) Includes non-interest-bearing demand deposits which averaged $10.8 million,
$7.0 million and $4.7 million for fiscal 1993, 1992 and 1991, respectively.
(c) Net interest income divided by average interest-earning assets.

21
<PAGE>

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
SEPTEMBER 30, 1993 V. 1992 SEPTEMBER 30, 1992 V. 1991
INCREASE (DECREASE) DUE TO INCREASE (DECREASE) DUE TO
------------------------------------- ----------------------------------
RATE/ RATE/
RATE VOLUME VOLUME TOTAL RATE VOLUME VOLUME TOTAL
-------- -------- -------- ------- -------- ------- ------ -------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Interest-earning assets:
Loans receivable....... $ (6,169) $ 10,853 $ (1,474) $ 3,210 $ (4,546) $ 8,042 $ (330) $ 3,166
Mortgage-backed
securities............ (78) 1,234 (117) 1,039 (106) 529 (110) 313
Investment securities
(a)................... (30) (317) 1 (346) (974) 3,451 (1,343) 1,134
Federal funds sold..... (9) (32) 8 (33) -- -- -- --
-------- -------- -------- ------- -------- ------- ------ -------
Total interest-earning
assets................ (6,286) 11,738 (1,582) 3,870 (5,626) 12,022 (1,783) 4,613
-------- -------- -------- ------- -------- ------- ------ -------
Interest-bearing
liabilities:
Deposits............... (6,255) 6,614 (1,425) (1,066) (7,304) 9,721 (2,439) (22)
FHLB advances.......... 42 (171) (11) (140) (104) (883) 66 (921)
Other borrowings....... 2 (24) (1) (23) (9) 14 (3) 2
-------- -------- -------- ------- -------- ------- ------ -------
Total interest-bearing
liabilities........... (6,211) 6,419 (1,437) (1,229) (7,417) 8,852 (2,376) (941)
-------- -------- -------- ------- -------- ------- ------ -------
Net change in net
interest income before
provision for loan
losses................. $ (75) $ 5,319 $ (145) $ 5,099 $ 1,791 $ 3,170 $ 593 $ 5,554
======== ======== ======== ======= ======== ======= ====== =======
</TABLE>
- --------
(a) Investment securities include interest-bearing deposits, investment
securities and FHLB stock.

PROVISION FOR LOAN LOSSES--The provision for loan losses totaled $1.7 million
in fiscal 1993 compared to $1.6 million in fiscal 1992 and $1.7 million in
fiscal 1991. Net loan charge-offs for each of the fiscal years ended September
30, 1993, 1992 and 1991 were $714,000 (or 0.11% of average net loans
receivable), $938,000 (or 0.19% of average net loans receivable) and $592,000
(or 0.14% of average net loans receivable). At September 30, 1993, Eagle's
allowance for loan losses was $5.0 million, or 0.76%, of loans receivable,
compared to $4.0 million, or 0.70%, and $1.5 million, or 0.36%, at September
30, 1992 and 1991, respectively. The level of provisions in each fiscal year
reflects management's determination as to the adequacy of the allowance for
loan loss reserves based on, among other things, an analysis of the risk
elements of the loans receivable portfolio, current trends related to loan
payments and general economic conditions as well as volume growth and
composition of the loan portfolio. For fiscal 1992, in addition to the $1.6
million provision, Eagle increased the allowance for loan losses by $1.8
million in connection with the acquisition of $85.0 million of loans of Danbury
Federal transaction. See "--Financial Condition--Allowance for Loan Losses."

OTHER INCOME--Other income was $2.5 million for both fiscal 1993 and 1992,
compared to $1.7 million for fiscal 1991. Customer service fee income, the
largest component of other income, was $1.7 million, $1.3 million and $887,000,
in fiscal 1993, 1992 and 1991, respectively. These fee income increases are
attributable both to increased checking account activity, as well as growth in
Eagle's deposits, primarily as a result of the Danbury Federal and Brookfield
Bank acquisitions. Other non-interest income in fiscal 1992 was $1.2 million,
compared to $764,000 in each of fiscal years 1993 and 1991. Included in other
non-interest income for fiscal 1992 was $112,500 received in settlement of a
lawsuit regarding four real estate owned properties disposed of in prior years,
as well as a recovery of prior year's legal fees of $17,000 relating to such
lawsuit, plus $120,000 of one-time loan servicing fees resulting from a
temporary loan servicing arrangement with the RTC as part of the Danbury
Federal acquisition.

22
<PAGE>

OTHER EXPENSES--Other expenses increased $3.4 million, or 25.9%, to $16.3
million in fiscal 1993 compared to $12.9 million in fiscal 1992. The largest
contributing factor to this increase is that fiscal 1993 results include a full
year of operating expenses from the Danbury Federal and Brookfield Bank
acquisitions, which were completed in mid-fiscal 1992. Compensation, payroll
taxes and benefits increased $1.4 million to $7.4 million for fiscal 1993 from
$6.0 million for fiscal 1992, and occupancy expenses increased $391,000 to $1.9
million for fiscal 1993 from $1.5 million for fiscal 1992, due primarily to
staffing and operating the seven acquired banking offices. An increase of
$125,000 in advertising relates to the promotion of the acquired banking
offices in the greater Danbury area, as well as marketing of new product lines.
An increase of $233,000 in federal insurance premiums reflects an increase in
insurable deposits acquired, as well as growth in the deposit portfolio
excluding the acquisitions. Data processing expenses increased $194,000 to $1.1
million for fiscal 1993 from $882,000 for fiscal 1992. Approximately two-thirds
of the increase is attributable to servicing the loan and deposit products
acquired in the Danbury Federal and Brookfield Bank transactions. In general,
most operating expenses, such as office supplies, postage and telephone,
increased due to operating an additional seven banking offices. Expenses
relating to the operation of real estate acquired in settlement of loans
increased $189,000 and includes both carrying and acquisition/disposal costs
while the provision for real estate owned losses increased $48,000 between
periods based on an ongoing assessment of the properties owned.

Other expenses increased $3.7 million, or 40.0%, to $12.9 million in fiscal
1992 compared to $9.2 million in fiscal 1991. The largest contributing factor
was an increase of $1.4 million, or 24.2%, for compensation, payroll taxes and
benefits and relates primarily to the acquisition and staffing for the latter
part of fiscal 1992 of the seven banking offices acquired in the Danbury
Federal and Brookfield Bank transactions. Also contributing was an increase of
$400,000 for office occupancy pertaining to the relocation of an existing
banking office, the opening of a new banking office and the seven banking
offices acquired. Increases of $335,000 for federal insurance premiums, and
$208,000, or 30.9%, for data processing expense both result from the larger
deposit base. Marketing expense, including costs for promotion of the new,
relocated, and acquired banking offices, increased $111,000, or 37.2%. The
provision for real estate owned losses increased $198,000 between periods and
was based on an ongoing assessment of the properties owned. Expenses relating
to the operation of real estate acquired in settlement of loans increased by
$389,000 and include both carrying and acquisition/disposal costs. Other
expenses increased by $694,000, reflecting the increased costs associated with
the operation of seven additional banking offices.

INCOME TAXES--Income tax expense increased to $5.6 million in fiscal 1993
from $4.9 million in fiscal 1992 and $3.4 million in fiscal 1991. The increased
amount of income tax expense in each successive year reflects increased income
of Eagle. Eagle's effective tax rate for fiscal years 1993, 1992 and 1991 was
47.8%, 48.7% and 45.7%, respectively. Income tax expense was in excess of the
federal statutory corporate rate, primarily as a result of state income taxes,
limitations on the deductibility of Eagle's provisions for loan losses, and
losses on the sale of real estate owned. See Note 10 to Consolidated Financial
Statements.

FINANCIAL CONDITION

Total assets of the Company increased to $1.1 billion at June 30, 1994 from
$792.5 million at September 30, 1993 and $751.2 million at September 30, 1992.
The growth in assets from fiscal year end 1992 to 1993 reflects $209.9 million
of total loan originations during the year, which resulted in an increase of
$88.2 million in the net loans receivable portfolio from fiscal year end 1992
to 1993. The growth from fiscal year end 1993 to June 30, 1994 reflects
primarily Eagle's acquisition of certain assets and assumption of certain
liabilities of the Bank of Hartford from the FDIC.

In the Bank of Hartford acquisition, which was completed on June 10, 1994,
Eagle recorded an additional $276.0 million of assets. The assets acquired
included $80.6 million of loans, (substantially all of which were 1-4 family
first mortgage and home equity loans) before giving effect to the $190,000

23
<PAGE>

premium paid on such loans and an additional $3.5 million allowance for loan
losses recorded in connection with such loans. See "--Allowance for Loan
Losses." Eagle also acquired $112.4 million of cash, other amounts due from
banks and cash receivables due from the FDIC, $72.7 million of investment
securities (substantially all of which were U.S. Treasury and government agency
securities), and $13.6 million of other assets. The $13.6 million of other
assets included $8.7 million of goodwill, $2.4 million of core deposit
intangibles, $1.4 million of interest receivable on the purchased loans,
$880,000 of mortgage servicing rights and $260,000 of real estate acquired in
settlement of loans. Also, as part of the Bank of Hartford acquisition, Eagle
intends to purchase three of the former Bank of Hartford banking offices. See
"--Results of Operations--Bank of Hartford Acquisition."

LOANS RECEIVABLE, NET--The Company's net loans receivable portfolio increased
to $775.1 million at June 30, 1994 from $656.3 million at September 30, 1993
and $568.1 million at September 30, 1992. As noted above, the growth in the net
loans receivable portfolio reflects strong total loan originations of $209.9
million during fiscal 1993 and $164.1 million during the nine months ended June
30, 1994. Increased loan origination activity during fiscal 1993 and the first
nine months of fiscal 1994 is due in substantial part to refinancings of
mortgage loans in reaction to generally low market interest rates. Also, in
March 1992 Eagle acquired $85.0 million of loans of Danbury Federal, and in
June 1994 the Bank acquired $80.6 million of loans in the Bank of Hartford
transaction. Substantially all of the loans purchased in these transactions
consisted of 1-4 family first mortgage and home equity loans.

The following table sets forth the composition of the total loan portfolio of
Eagle, in dollar amounts and in percentages, at the dates shown, and a
reconciliation of loans receivable, net.

<TABLE>
<CAPTION>
SEPTEMBER 30,
-------------------------------------------------
JUNE 30, 1994 1993 1992 1991
-------------- --------------- --------------- ---------------
AMOUNT % AMOUNT % AMOUNT % AMOUNT %
-------- ---- -------- ----- -------- ----- -------- -----
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Conventional mortgage
loans:
1-4 family units:
Permanent.............. $675,323 85.9% $573,165 86.3% $481,804 83.5% $365,159 83.5%
Construction........... 6,611 0.8 5,739 0.9 13,225 2.3 8,380 1.9
Multi-family units..... 17,731 2.3 18,629 2.8 16,709 2.9 15,453 3.5
Commercial real estate. 12,495 1.6 11,268 1.6 11,455 2.0 7,260 1.7
Land (a)............... 6,019 0.8 5,735 0.9 4,517 0.7 3,969 0.9
-------- ---- -------- ----- -------- ----- -------- -----
Total conventional
loans................ 718,179 91.4 614,536 92.5 527,710 91.4 400,221 91.5
-------- ---- -------- ----- -------- ----- -------- -----
FHA/VA mortgage loans... 2 -- 3 -- 5 -- 8 --
-------- ---- -------- ----- -------- ----- -------- -----
Total mortgage loans.. 718,181 91.4 614,539 92.5 527,715 91.4 400,229 91.5
-------- ---- -------- ----- -------- ----- -------- -----
Consumer loans:
Secured by deposits.... 3,219 0.4 3,490 0.5 3,485 0.6 2,878 0.7
Home improvement....... 442 0.1 402 0.1 411 0.1 484 0.1
Home equity............ 61,962 7.9 43,864 6.6 42,892 7.4 31,871 7.3
Education.............. 252 -- 250 0.1 555 0.1 486 0.1
Personal............... 1,906 0.2 1,488 0.2 1,693 0.3 1,064 0.2
Automobile............. 133 -- 174 -- 379 0.1 489 0.1
-------- ---- -------- ----- -------- ----- -------- -----
Total consumer loans.. 67,914 8.6 49,668 7.5 49,415 8.6 37,272 8.5
-------- ---- -------- ----- -------- ----- -------- -----
Total loans receivable
(before net items)... 786,095 100% 664,207 100.0% 577,130 100.0% 437,501 100.0%
-------- ==== -------- ===== -------- ===== -------- =====
Add (deduct):
Unearned discounts and
premiums.............. 2 3 4 5
Loans in process....... (114) (600) (3,518) (2,685)
Allowance for loan
losses................ (8,370) (5,005) (4,011) (1,544)
Deferred loan
origination fees...... (2,478) (2,261) (1,481) (770)
-------- -------- -------- --------
Total loans
receivable........... $775,135 $656,344 $568,124 $432,507
======== ======== ======== ========
</TABLE>
- --------
(a) Loans for developed building lots, acquisition and development of land and
unimproved land.

24
<PAGE>

Eagle traditionally has concentrated its lending activities on the
origination and purchase of loans secured by first mortgage liens for the
purchase, refinancing or construction of residential real property. At June 30,
1994, mortgage loans, including those secured by 1-4 family residential units,
multi-family residential units, commercial real estate and land, aggregated
$718.2 million or 91.4% of Eagle's loans receivable portfolio. At September 30,
1993 and 1992, such mortgage loans aggregated $614.5 million, or 92.5%, and
$527.7 million, or 91.4%, respectively. The remaining loans in Eagle's
portfolio consist of consumer loans, primarily home equity loans. At June 30,
1994, over 97% of Eagle's loans secured by real estate were secured by property
located in Connecticut. Substantially all of the remaining real estate secured
loans were originated prior to 1982.

At June 30, 1994, the Company's largest loan relationship aggregated $5.8
million. That relationship represents six loans, of which $3.0 million are
secured by multi-family properties and $2.8 million are secured by commercial
properties. At that date, the next largest lending relationship was $3.4
million, representing 12 loans secured by multi-family residential properties.
Each other lending relationship aggregated less than $3.0 million.

At June 30, 1994, 57.8% of Eagle's net loans receivable portfolio consisted
of adjustable-rate mortgage and home equity loans, compared to 58.3% and 64.5%
at September 30, 1993 and 1992, respectively.

As a result of generally higher mortgage interest rates and a lower demand
for loan refinancing, Eagle anticipates a decline in demand for 1-4 family
residential mortgages and, beginning in fiscal 1995, intends to implement
strategies which will put more emphasis on originating commercial real estate
loans, predominantly on existing structures. This will involve hiring
additional personnel with proven experience in commercial real estate loan
products. Eagle also intends to put more emphasis on its multi-family and
consumer lending programs. The marketing of these loans will focus on Eagle's
existing customer base, as well as new relationships within Eagle's primary
market areas. By increasing originations of commercial real estate, multi-
family and consumer loans, Eagle's goal is to increase the yield on its loan
portfolio while offsetting the anticipated decline in 1-4 family residential
loan originations. Eagle also anticipates that these loan products generally
will be more interest-rate sensitive, with rates typically adjusting from
monthly to annually. See "Certain Considerations--Commercial Real Estate,
Multi-Family and Consumer Lending."

At June 30, 1994 commercial real estate loans totaled $12.5 million,
consisting of 66 loans with an average balance of $187,000 and secured by a mix
of retail and professional office properties. In order to implement its
anticipated commercial real estate lending strategies, Eagle is currently
seeking to hire an experienced senior commercial lender, credit analyst and
support personnel. In the first year of any commercial real estate lending
program, in light of personnel and other start-up costs, Eagle expects such
program to have a negligible impact on results of operations. Thereafter,
commercial real estate lending is expected to contribute positively to Eagle's
net income.

At June 30, 1994, consumer loans totaled $67.9 million and multi-family loans
totaled $17.7 million. Over the next three fiscal years, Eagle plans to place
greater emphasis on these loan products, with a three year goal to increase
consumer loans outstanding by 50% and multi-family loans by 100%. Eagle intends
to continue emphasizing home equity loans (91.2% of consumer loans at June 30,
1994), as well as automobile and personal loans. The increase in multi-family
loans is expected to develop from an increase in demand for rental units in
Eagle's primary market areas. As to both consumer and multi-family lending,
Eagle intends to utilize its existing credit programs and personnel, although
multi-family lending personnel will be supplemented by the credit analyst
expected to be hired for commercial real estate lending.

ALLOWANCE FOR LOAN LOSSES--At June 30, 1994, Eagle's allowance for loan
losses totaled $8.4 million, compared to $5.0 million at September 30, 1993,
and $4.0 million at September 30, 1992.

25
<PAGE>

Management monitors the adequacy of the allowance for loan losses and
periodically makes additions based upon an ongoing assessment of the loan
portfolio. During the nine months ended June 30, 1994, in addition to a
$900,000 provisions for loan losses, Eagle increased the allowance by $3.5
million in connection with the acquisition of $80.6 million of loans in the
Bank of Hartford transaction. During fiscal 1992, in addition to a $1.6 million
provision for loan losses, Eagle increased the allowance by $1.8 million in
connection with the acquisition of $85.0 million of loans in the Danbury
Federal transaction.

The following table sets forth an analysis of the Bank's allowance for loan
losses for the periods indicated.

<TABLE>
<CAPTION>
NINE MONTHS YEAR ENDED SEPTEMBER 30,
ENDED JUNE 30, -----------------------------------
1994 1993 1992 1991 1990 1989
-------------- ------ ------- ------ ---- ----
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Balance at beginning of
period................... $ 5,005 $4,011 $ 1,544 $ 484 $196 $113
Loans charged-off:
1-4 family mortgage
loans................... (681) (332) (891) (487) (1) (30)
Multi-family, commercial
real estate and land
loans................... (405) (582) (249) (70) 0 0
Consumer loans........... (61) (44) (10) (64) (4) (8)
------- ------ ------- ------ ---- ----
Total loans charged off.. (1,147) (958) (1,150) (621) (5) (38)
Recoveries:
1-4 family mortgage
loans................... 110 235 192 23 12 19
Multi-family, commercial
real estate and land
loans................... 0 7 18 6 0 0
Consumer loans........... 2 2 2 0 0 3
------- ------ ------- ------ ---- ----
Total recoveries......... 112 244 212 29 12 22
Provision for loan losses. 900 1,708 1,646 1,652 281 99
Allowance acquired through
purchase................. 3,500 -- 1,759 -- -- --
------- ------ ------- ------ ---- ----
Balance at end of period.. $ 8,370 $5,005 $ 4,011 $1,544 $484 $196
======= ====== ======= ====== ==== ====
Ratio of net charge-offs
to average loans
outstanding during the
period................... 0.15% 0.11% 0.19% 0.14% -- --
Allowance for loan losses
to loans receivable (at
period end).............. 1.07 0.76 0.70 0.36 0.12% 0.05%
Allowance for loan losses
to non-performing loans
(at period end).......... 104 77 100 27 13 18
</TABLE>

Management monitors the adequacy of the allowance for loan losses and
periodically makes additions in the form of provisions for loan losses based
upon an ongoing assessment of the loan portfolio. These provisions are based on
an evaluation of the loan portfolio, past loan loss experience, current market
and economic conditions, volume, growth and composition of the loan portfolio,
and other relevant factors. The provisions are computed quarterly based on a
review of the loan portfolio. The additional $3.5 million and $1.8 million of
allowance for loan losses that were booked as part of the Bank of Hartford and
Danbury Federal transactions, respectively, were based on management's
evaluation of the loans acquired in these transactions. Such evaluation
included an analysis of the loss on all delinquent loans as well as the risk of
the remaining 1-4 family and consumer loans acquired. The additional allowances
were accounted for as an adjustment to the premium paid by Eagle in the Bank of
Hartford and Danbury Federal transactions.

26
<PAGE>

The following table presents an allocation of Eagle's allowance for loan
losses by loan category and presents the percent of each loan category to the
total loan portfolio at the dates indicated.

<TABLE>
<CAPTION>
AT SEPTEMBER 30,
AT JUNE 30, ----------------------------------
1994 1993 1992 1991 1990 1989
----------- ------ ------ ------ ---- ----
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
BALANCE AT END OF PERIOD APPLI-
CABLE TO:
1-4 family mortgage loans...... $7,559 $4,234 $3,438 $ 885 $379 $ 79
86.7% 87.2% 85.8% 85.4% 86.6% 88.6%
Multi-family, commercial real
estate and land loans......... $ 725 $ 492 $ 319 $ 399 $ 23 $ 82
4.7% 5.3% 5.7% 6.1% 5.2% .8%
Consumer loans................. $ 86 $ 279 254 260 82 35
8.6% 7.5% 8.6% 8.5% 8.2% 6.6%
------ ------ ------ ------ ---- ----
Total allowance for loan
losses...................... $8,370 $5,005 $4,011 $1,544 $484 $196
====== ====== ====== ====== ==== ====
</TABLE>

The ratio of allowance for loan losses to non-performing loans was 104%, 77%
and 100% at June 30, 1994, September 30, 1993 and September 30, 1992,
respectively. This coverage ratio will vary from time to time based upon the
composition of, and management's analysis of the risk elements in the loan
portfolio, as well as the composition of problem loans. The allowance for loan
losses is not based on a percentage of non-performing loans, but on the total
portfolio classified by risk group plus estimated losses on individual problem
loans.

The following table sets forth the amount of accruing loans delinquent 60-89
days, the amount of non-accrual loans, the balance of the Company's allowance
for loan losses and the coverage ratio of such allowance to the total of loans
at the dates indicated. See "--Non-performing Assets" below for definition of
non-accrual loans.

<TABLE>
<CAPTION>
JUNE 30, SEPTEMBER 30, SEPTEMBER 30,
1994 1993 1992
-------- ------------- -------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Accruing loans delinquent 60-89 days..... $1,724(a) $2,412 $2,332
Non-accrual loans........................ 8,027(b) 6,492 3,996
------ ------ ------
Total.................................... $9,751 $8,904 $6,328
====== ====== ======
Allowance for loan losses................ $8,370(c) $5,005 $4,011
Coverage ratio........................... 85.8% 56.2% 63.4%
</TABLE>
- --------
(a) Includes $431,000 of loans delinquent 60-89 days or more acquired in the
Bank of Hartford transaction.
(b) Includes $2.5 million of non-performing loans acquired in the Bank of
Hartford transaction.
(c) Includes an additional $3.5 million of allowance for loan losses
established as part of the Bank of Hartford transaction.

At June 30, 1994, loans delinquent 60 days or more (including non-performing
loans) totaled $6.8 million (before giving effect to $2.9 million of such loans
acquired in the Bank of Hartford transaction), compared to $8.9 million at
September 30, 1993 and $6.3 million at September 30, 1992. Eagle's progress in
reducing loans delinquent 60 days or more during the nine months ended June 30,
1994 is attributable to a stabilized Connecticut economy coupled with the
Bank's increased collection efforts earlier in the collection cycle.

Various regulatory agencies, as an integral part of their examination
process, periodically review the Bank's allowance for losses on loans and real
estate owned. Such agencies may require the Bank

27
<PAGE>

to recognize additions to the allowances based on their judgments of
information available to them at the time of their examination. The OTS
completed a regularly scheduled examination of the Bank during 1993 and no
changes to the allowance for loan losses were required at that time.

NON-PERFORMING ASSETS--All mortgage and home equity loans generally are
placed on a non-accrual basis when a loan is contractually delinquent for more
than three complete calendar months, when collectability is doubtful or when
legal action has been instituted. Unsecured consumer loans are placed on a non-
accrual basis when a payment default has existed for more than 60 days or when
collectability is doubtful or when legal action has been instituted; such loans
are fully charged-off when a payment default has existed for 90 days.

At June 30, 1994, the Company's total non-performing assets, including non-
performing (or non-accrual) loans, real estate owned as a result of foreclosure
or deed in lieu thereof and in-substance foreclosures, was $12.0 million or
1.09% of total assets. Non-performing assets were $9.2 million or 1.10% of
total assets (without giving effect to the $2.8 million of non-performing
assets acquired in the Bank of Hartford transaction). This compares to non-
performing assets of $12.0 million, or 1.51% of total assets, at September 30,
1993 and $10.4 million, or 1.38% of total assets, at September 30, 1992.
Exclusive of the non-performing assets acquired in the Bank of Hartford
transaction, the amount of non-performing assets has declined during the nine
months ended June 30, 1994. Management believes this trend reflects the
stabilization in the real estate market and economy in Connecticut over the
past 12-18 months.

The following table sets forth information regarding Eagle's non-performing
assets at the dates indicated. At each date indicated, Eagle had no troubled
debt restructurings or accruing loans 90 days or more past due.

<TABLE>
<CAPTION>
AT SEPTEMBER 30,
AT JUNE 30, ------------------------
1994 1993 1992 1991
----------- ------- ------- ------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Loans accounted for on a non-accrual ba-
sis:
Mortgage loans:
Residential............................ $ 6,619 $ 5,407 $ 2,801 $4,997
Multi-family and commercial............ 196 196 513 --
Consumer loans.......................... 22 18 49 20
Home equity loans....................... 1,190 871 633 673
Real estate acquired through foreclosure
and in-substance foreclosures, net...... 3,932 5,471 6,403 3,811
------- ------- ------- ------
Total non-performing assets............ $11,959 $11,963 $10,399 $9,501
======= ======= ======= ======
Non-performing assets to loans
receivable, net and real estate owned... 1.54% 1.81% 1.81% 2.18%
Non-performing assets to total assets.... 1.09 1.51 1.38 1.81
Net charge-offs to average loans
receivable, net (for the period)........ 0.15 0.11 0.19 0.14
</TABLE>

At June 30, 1994, non-performing assets (including the $2.8 million acquired
in the Bank of Hartford transaction) included $8.0 million in non-performing
loans (consisting of loans delinquent 90 days or more) and $3.9 million in real
estate owned and in-substance foreclosures. Approximately $30,000 in interest
income was recognized on non-performing loans during the nine-month period
ended June 30, 1994. If these loans had been performing in accordance with
their original terms, approximately $404,000 would have been received during
the nine-month period ended June 30, 1994. At September 30, 1993, non-
performing assets included $6.5 million in non-performing loans and $5.5

28
<PAGE>

million in real estate owned and in-substance foreclosures. At September 30,
1992, non-performing assets included $4.0 million in non-performing loans and
$6.4 million in real estate owned and in-substance foreclosures.

Although the level of non-performing loans has declined in the nine months
ended June 30, 1994 (before giving effect to the non-performing assets acquired
in the Bank of Hartford transaction), management expects a number of the non-
performing loans to become real estate owned. The overall level of real estate
owned will depend on the number of loans which can be resolved prior to
foreclosure and the ability of Eagle to sell properties which it owns. The
Company aggressively markets properties and has been able to decrease the level
of real estate owned during the nine months ended June 30, 1994. A more active
real estate market reduces the level of non-performing loans and real estate
owned as properties are sold. Demand for 1-4 family residential properties in
the Company's market areas has been strong in recent months.

MORTGAGE-BACKED AND INVESTMENT SECURITIES--The Company's total holdings of
mortgage-backed and investment securities increased to $173.9 million at June
30, 1994 from $88.4 million at September 30, 1993, having previously decreased
from $117.7 million at September 30, 1992. The increase from fiscal year end
1993 to June 30, 1994 reflects the purchase of investment securities funded
with matching FHLB advances, as well as the acquisition of $72.7 million of
investment securities, substantially all of which are U.S. Treasury and agency
securities, in the Bank of Hartford transaction. The decrease from fiscal year
end 1992 to 1993 reflects the use of proceeds from maturities and amortization,
as well as the sale of $12.0 million of investment securities, to fund the
Bank's strong loan origination activity in 1993.

The Company's investment portfolio at June 30, 1994 was comprised primarily
of U.S. Treasury and government agency securities and other investment
securities rated in the top grade by at least one nationally recognized rating
agency. The collateralized mortgage obligation portion of the investment
portfolio contains no derivative investment securities such as interest only
tranches, principal only tranches or strips. The mortgage-backed securities
held by Eagle are subject to interest rate and prepayment risks customarily
associated with such securities. The average weighted life of mortgage-backed
securities will differ from contractual maturities, depending upon the rate of
prepayments. Borrowers on the underlying mortgages may have the right to prepay
their loans with or without prepayment penalties. In a declining interest rate
environment, more borrowers than would otherwise be anticipated may choose to
prepay their loans in order to refinance the loans at lower rates. As a result,
the actual yield on mortgage-backed securities may be less than the expected
yields based upon prepayment experience.

29
<PAGE>

The following table sets forth the composition of Eagle's mortgage-backed and
investment securities portfolio at the dates indicated.

<TABLE>
<CAPTION>
AT JUNE 30, AT SEPTEMBER 30,
------------------- ------------------------------------------------------
1994 1993 1992 1991
------------------- ----------------- ------------------ -----------------
BOOK % OF BOOK % OF BOOK % OF BOOK % OF
VALUE PORTFOLIO VALUE PORTFOLIO VALUE PORTFOLIO VALUE PORTFOLIO
-------- --------- ------- --------- -------- --------- ------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investment Securities:
U.S. Treasury
securities............ $ 2,913 1.7% $ 4,098 4.6% $ 6,003 5.1% $ 5,015 11.0%
U.S. government
agencies and
corporations.......... 16,404 9.4 8,993 10.2 13,344 11.3 5,358 11.8
Collateralized mortgage
obligations........... 45,705 26.2 23,223 26.3 39,412 33.5 19,013 41.9
Other bonds and notes.. 19,284 11.0 10,465 11.8 13,907 11.8 8,720 19.2
Mutual fund and
marketable equity
securities, net....... 17,599 10.1 15,700 17.8 13,353 11.4 2,021 4.5
Mortgage-backed
securities............. 72,712 41.6 25,953 29.3 31,652 26.9 5,248 11.6
-------- ----- ------- ----- -------- ----- ------- -----
Total book value of
portfolio............. 174,617 100.0% 88,432 100.0% 117,671 100.0% 45,375 100.0%
===== ===== ===== =====
Less net unrealized
loss................... (675) -- -- --
-------- ------- -------- -------
Total net book value of
portfolio............. $173,942 $88,432 $117,671 $45,375
======== ======= ======== =======
Total market value of
portfolio............. $172,784 $88,303 $120,373 $45,914
</TABLE>

The following table sets forth the maturities of Eagle's mortgage-backed and
investment securities at June 30, 1994 and the weighted average yields of such
securities. Expected maturities will differ from contractual maturities because
borrowers may have the right to call or prepay obligations with or without call
or prepayment penalties.

<TABLE>
<CAPTION>
WITHIN ONE YEAR WITHIN FIVE YEARS WITHIN 10 YEARS AFTER 10 YEARS
--------------- -------------------- ---------------- -----------------
WEIGHTED WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE AVERAGE
AMOUNT YIELD AMOUNT YIELD AMOUNT YIELD AMOUNT YIELD
------ -------- ---------- --------- ------- -------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investment Securities:
U.S. Treasury
securities............ $1,600 5.79% $ 1,313 6.32% $ -- -- % $ -- -- %
U.S. government
agencies and
corporations.......... 1,499 5.95 9,977 6.78 -- -- -- --
Collateralized mortgage
obligations........... -- -- 1,867 6.69 107 6.47 43,731 6.32
Other bonds and notes.. 2,101 6.57 7,205 6.25 999 4.66 9,088 5.93
Mutual fund and
marketable equity
securities, net....... -- -- -- -- -- -- -- --
------ ---- ---------- ------- ------- ---- -------- ----
Subtotal............... 5,200 6.15 20,362 6.55 1,106 4.84 52,819 6.26
Other (a).............. -- -- 800 N/A -- -- 4,128 N/A
------ ---- ---------- ------- ------- ---- -------- ----
Total investment
securities............ 5,200 6.15 21,162 6.55 1,106 4.84 56,947 6.26
Mortgage-backed
securities............. -- -- 7,650 6.77 11,268 8.25 53,794 7.32
------ ---- ---------- ------- ------- ---- -------- ----
Total mortgage-backed
and investment
securities............ $5,200 6.15% $ 28,812 6.61% $12,374 7.94% $110,741 6.80%
====== ==== ========== ======= ======= ==== ======== ====
</TABLE>
- --------
(a) Consists of FHLB securities acquired from the FDIC in the Bank of Hartford
acquisition. These securities do not meet Eagle's investment securities
criteria. Eagle is seeking to have the FDIC exclude them from the Bank of
Hartford acquisition. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Results of Operations--Bank
of Hartford Acquisition."

30
<PAGE>

The aggregate carrying amounts and market values of Eagle's mortgage-backed
and investment securities at June 30, 1994 are as follows:

<TABLE>
<CAPTION>
GROSS GROSS
BOOK UNREALIZED UNREALIZED MARKET
VALUE GAINS LOSSES VALUE
-------- ---------- ---------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Investment Securities:
U.S. Treasury securities.............. $ 2,913 $ 6 $ 1 $ 2,918
U.S. government agencies and corpora-
tions................................ 16,404 34 78 16,360
Collateralized mortgage obligations... 45,705 51 351 45,405
Other bonds and notes................. 19,284 167 476 18,975
Mutual fund and marketable equity se-
curities, net........................ 17,599 -- 784 16,815
Mortgage-backed securities.............. 72,712 149 550 72,311
-------- ---- ------ --------
Total mortgage-backed and investment
securities, and securities
available for sale................. $174,617 $407 $2,240 $172,784
======== ==== ====== ========
</TABLE>

DEPOSITS--Deposits increased to $982.7 million at June 30, 1994 from $706.2
million at September 30, 1993 and $677.7 million at September 30, 1992. The
growth in deposits includes the July 1993 purchase of a banking office located
in Brookfield, Connecticut with $8.2 million in deposits and the assumption of
$275.0 million of deposits of the Bank of Hartford in June 1994. Total
borrowings increased to $31.6 million at June 30, 1994 from $16.3 million at
September 30, 1993 and $7.3 million at September 30, 1992. The increase in
borrowed money for the first nine months of fiscal 1994 and in fiscal 1993
reflects the use of FHLB advances to fund a portion of loan originations and to
purchase investment securities with matching durations. Loan originations also
were funded with loan repayments and deposits. The decrease in borrowings from
fiscal year end 1991 to fiscal year end 1992 is attributable to the cash
received by Eagle in connection with the Danbury Federal and Brookfield Bank
transactions, thereby reducing Eagle's need for borrowed funds.

31
<PAGE>

The following table sets forth the deposit accounts of Eagle in dollar
amounts and as percentages of total deposits at the dates indicated.

<TABLE>
<CAPTION>
AT JUNE 30, AT SEPTEMBER 30,
-------------------------- --------------------------------------------------------------------------------
1994 1993 1992 1991
-------------------------- -------------------------- -------------------------- --------------------------
WEIGHTED % OF WEIGHTED % OF WEIGHTED % OF WEIGHTED % OF
AVERAGE TOTAL AVERAGE TOTAL AVERAGE TOTAL AVERAGE TOTAL
RATE AMOUNT DEPOSITS RATE AMOUNT DEPOSITS RATE AMOUNT DEPOSITS RATE AMOUNT DEPOSITS
-------- -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance by ac-
count type:
Non-interest
bearing......... --% $ 22,601 2.3% --% $ 12,999 1.8% --% $ 12,088 1.8% --% $ 5,379 1.2%
Regular savings. 2.05 168,652 17.2 2.50 117,847 16.7 3.50 103,755 15.3 5.03 69,842 15.2
NOW accounts.... 0.99 78,468 8.0 1.25 52,768 7.5 2.70 43,672 6.4 4.12 29,051 6.3
Money market ac-
counts.......... 2.67 157,137 15.9 2.90 135,413 19.2 3.67 136,054 20.1 5.39 66,314 14.5
-------- ----- -------- ----- -------- ----- -------- -----
426,858 43.4 319,027 45.2 295,569 43.6 170,586 37.2
-------- ----- -------- ----- -------- ----- -------- -----
Certificate
accounts with
original
maturities of:
Six months or
less............ 3.46 122,028 12.4 3.50 82,890 11.7 4.13 91,218 13.5 5.87 83,946 18.3
Over six months
to one year..... 3.56 106,380 10.8 3.62 79,396 11.2 4.76 124,112 18.3 6.83 99,333 21.7
Over one year to
two years....... 4.37 124,318 12.7 4.75 78,086 11.1 5.72 61,050 9.0 7.75 31,665 6.9
Over two years.. 5.31 203,089 20.7 6.22 146,815 20.8 6.91 105,752 15.6 7.71 72,544 15.9
-------- ----- -------- ----- -------- ----- -------- -----
555,815 56.6 387,187 54.8 382,132 56.4 287,488 62.8
-------- ----- -------- ----- -------- ----- -------- -----
$982,673 100.0% $706,214 100.0% $677,701 100.0% $458,074 100.0%
======== ===== ======== ===== ======== ===== ======== =====
</TABLE>

32
<PAGE>

ASSET AND LIABILITY MANAGEMENT

Net interest income, the primary component of the Company's net income, is
derived from the difference or "spread" between the yield on interest-earning
assets and the cost of interest-bearing liabilities. The Company has sought to
reduce its exposure to changes in interest rates by matching more closely the
effective maturities and repricings of its interest-sensitive assets and
liabilities. At the same time, the Company's asset and liability management
strategies also must accommodate customer demands for particular types of
deposit and loan products.

While much of the Company's asset and liability management efforts involve
strategies which increase the rate sensitivity of its loans and investments,
such as originations of adjustable rate loans and purchases of adjustable rate
mortgage-backed securities and short term investments, it also uses certain
techniques to reduce the rate sensitivity of its deposits and borrowed money.
Those techniques include attracting longer term certificates of deposit when
the market will permit, emphasizing core deposits which are less sensitive to
changes in interest rates, and borrowing through long-term FHLB advances. At
June 30, 1994 and September 30, 1993, 57.8% and 58.3%, respectively, of Eagle's
net loans receivable portfolio consisted of adjustable-rate mortgage and other
loans. While Eagle has generally retained its local loan originations in
portfolio, it may from time to time sell loans to maintain an acceptable
interest rate sensitivity tolerance.

The Company measures its exposure to rate fluctuations on a quarterly basis
primarily by using a computer modeling system designed for savings institutions
such as Eagle Federal. The computer modeling system quantifies the approximate
impact that increases and decreases in interest rates would have on Eagle's net
interest income. Under the model, interest rates are assumed to move to
specified levels on an immediate or "shock" basis. The Board-approved tolerance
for decreases in net interest income is up to 20%, based upon the model's
prediction of the impact of an immediate 200 basis point increase in interest
rates. At June 30, 1994, according to the computer model and using asset and
liability repricing assumptions based on Eagle's historical experience, if
interest rates were to immediately increase by 200 basis points the negative
impact on the Company's net interest income would be within the Board-approved
tolerance level.

The Company also monitors other indicators of interest rate risk. One
commonly used measure of interest rate risk exposure is reflected in the
Company's one-year cumulative gap, which is the difference between rate
sensitive assets and rate sensitive liabilities maturing or repricing within
one year. An asset or liability is said to be interest rate sensitive within a
specific period if it will mature or reprice within that period. The interest
rate sensitivity gap is defined as the difference between the amount of
interest-earning assets maturing or repricing within a specific time period and
the amount of interest-bearing liabilities maturing or repricing within that
time period. A gap is considered positive when the amount of interest rate
sensitive assets exceeds the amount of interest rate sensitive liabilities, and
is considered negative when the amount of interest rate sensitive liabilities
exceeds the amount of interest rate sensitive assets.

At June 30, 1994, the Company's one-year gap was positive 2.7%. The Company's
current asset liability management strategy is to maintain a one-year gap
within a tolerance of plus or minus 15%. However, the Company believes there
are certain shortcomings inherent in the gap analysis and, accordingly does not
rely solely on gap analysis as an accurate measure of interest rate risk.
Although certain assets and liabilities may have similar maturities or periods
of repricing, they may react in different degrees to changes in market interest
rates. The interest rates on certain types of assets and liabilities may
fluctuate in advance of changes in market interest rates, while interest rates
on other types of assets and liabilities may lag behind changes in market
interest rates. Certain assets, such as adjustable-rate mortgages, have
features which restrict changes in interest rates on a short-term basis and
over the life of the assets. In the event of a change in interest rates,
prepayment and early withdrawal levels would likely deviate significantly from
those assumed in

33
<PAGE>

calculating the table. The ability of many borrowers to service their debt may
decrease in the event of an interest rate increase.

The following table sets forth the amount of interest-earning assets and
interest-bearing liabilities outstanding at June 30, 1994 which are expected to
mature or reprice in each of the time periods shown.

<TABLE>
<CAPTION>
REPRICING REPRICING REPRICING REPRICING
PERCENT WITHIN WITHIN WITHIN OVER
AMOUNT OF TOTAL 0-3 MONTHS 4-12 MONTHS 1-5 YEARS 5 YEARS
---------- -------- ---------- ----------- --------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Interest-earning assets:
Loans receivable....... $ 778,068 75% $164,448 $ 270,415 $ 171,629 $171,576
Mortgage-backed
securities............ 72,712 7 3,153 8,676 33,229 27,654
Investment securities.. 148,858 15 79,249 16,865 48,687 4,057
Investment securities
available for sale.... 17,600 1 6,777 7,945 2,878 --
Federal funds sold..... 23,700 2 23,700 -- -- --
---------- --- -------- --------- --------- --------
Total interest-earning
assets............... $1,040,938 100% $277,327 $303,901 $ 256,423 $203,287
========== === ======== ========= ========= ========
Interest-earning liabil-
ities:
Passbook accounts...... $ 168,611 17% $ 8,797 $ 20,994 $ 71,341 $ 67,479
Certificate accounts... 548,337 54 134,803 207,760 204,759 1,015
Other deposits (a)..... 265,725 26 55,045 112,478 70,100 28,102
FHLB advances.......... 23,750 2 950 2,300 17,000 3,500
Other borrowings....... 7,892 1 7,892 -- -- --
---------- --- -------- --------- --------- --------
Total interest-earning
liabilities.......... $1,014,315 100% $207,487 $343,532 $ 363,200 $100,096
========== === ======== ========= ========= ========
Periodic repricing
difference (periodic
gap)................... $ 69,840 $ (39,631) $(106,777) $103,191
======== ========= ========= ========
Cumulative repricing
difference (cumulative
gap)................... $ 69,840 $ 30,209 $ (76,568) $ 26,623
======== ========= ========= ========
Cumulative gap to total
assets................. 6.3% 2.7% (7.0%) 2.4%
</TABLE>
- --------
(a) Includes non-interest-bearing demand deposits.

The following assumptions were determined by management in order to prepare
the gap table set forth above. Non-amortizing investment securities are shown
in the period in which they contractually mature. The table assumes a 15%
annual prepayment rate for adjustable-rate, residential mortgage loans based on
the Bank's historical prepayment experience. A 10% rate is assumed for 30 year
fixed-rate mortgages, based on the Bank's historical prepayment rates for such
loans. All other residential and non-residential mortgages are assigned an
annual prepayment rate based on the Bank's historical experience. Estimated
decay rates on all deposit accounts are based upon industry estimates published
by the OTS.

The interest rate sensitivity of the Company's assets and liabilities could
vary substantially if different assumptions were used or if actual experience
differs from the assumptions used. For example, if all passbook deposits were
assumed to reprice in one year or less, the Company's one-year cumulative gap
to total assets would be negative 9.9%.

Under OTS regulations to be effective as of September 30, 1994, an
institution's interest rate risk exposure is measured based upon a 200 basis
point change in market interest rates. A savings

34
<PAGE>

institution whose measured interest rate risk exposure is greater than
specified levels must deduct an interest rate risk component when calculating
total capital for purposes of determining regulatory risk-based capital levels.
As of June 30, 1994, the Company believes that it would not have been required
to deduct any interest rate risk component under the OTS interest rate risk
capital regulations.

LIQUIDITY AND CAPITAL RESOURCES

Total shareholders' equity increased to $64.6 million at June 30, 1994 from
$60.4 million at September 30, 1993 and $55.0 million at September 30, 1992.
The increase in shareholders' equity from fiscal year end 1992 to 1993 reflects
total net income of $6.2 million, offset by cash dividends to shareholders
aggregating $1.9 million. Also during fiscal 1993, shareholders' equity
increased $1.2 million as a result of reduction in debt related to the
Company's employee stock ownership plan, exercise of stock options, and
purchases by shareholders under the Company's dividend reinvestment and stock
purchase plan. The increase in shareholders' equity during the first nine
months of fiscal 1994 reflects total net income of $5.6 million, offset by cash
dividends to shareholders aggregating $1.8 million. Also during the period,
shareholders' equity increased by $1.1 million as a result of a reduction in
debt related to the Company's employee stock ownership plan, exercise of stock
options, and purchases by shareholders under the Company's dividend
reinvestment and stock purchase plan. This increase was partly offset by a
$675,000 reduction in shareholders' equity at June 30, 1994 to reflect net
unrealized losses on the Company's mutual fund and marketable equity securities
portfolio.

Management periodically reviews the unrealized losses on securities to assess
whether a security has an other than temporary decline in value. At June 30,
1994, management did not believe that any of Eagle's securities had an other
than temporary decline in value that should result in a write down of
securities and a corresponding decrease in the Company's income. Management
continues to monitor whether any portions of the $675,000 net unrealized losses
on the Company's mutual fund and marketable securities portfolio (on a pre-tax
basis at June 30, 1994) should be reflected through a write-down of such
securities during future periods.

As a member of the FHLB System, the Bank is required to maintain liquid
assets at 5% of its withdrawable deposits plus short-term borrowings. At June
30, 1994, the Bank was in compliance with the OTS liquidity requirements,
having a ratio of 11.7%.

The Company's principal sources of funds include deposits, loan payments
(including interest, amortization of principal and prepayments), earnings and
amortization on investments, maturing investments and FHLB advances. Principal
uses of funds include loan originations, investments, payments of interest on
deposits, and payments to meet operating expenses. At June 30, 1994, the
Company had approximately $75.4 million in loan commitments outstanding
including $24.2 million in available home equity lines of credit and $7.5
million in amounts due borrowers for construction loan advances. It is expected
that these and future loans will be funded primarily by deposits, loan
repayments, investment maturities and amortization and borrowings. The Bank has
the aggregate capacity to borrow up to $625.6 million in advances from the FHLB
of Boston and will continue to consider this source for borrowing. FHLB
advances at June 30, 1994 were $23.7 million, compared to $15.5 million at
September 30, 1993 and $5.5 million at September 30, 1992.

It is the Company's general policy to purchase debt securities (including
mortgage-backed securities) with the intent and ability to hold to maturity for
purposes of earning interest income and meeting regulatory liquidity
requirements. Events which may be reasonably anticipated are considered when
determining the Company's intent to hold investment securities to maturity.
Such securities are classified as investment securities and are stated at cost
adjusted for amortization of

35
<PAGE>

premiums and accretion of discounts. Equity securities and mutual fund
investments are accounted for, in the aggregate, at the lower of cost or market
value with any unrealized loss being recorded as a reduction to shareholders'
equity. When a security available for sale is sold, the proceeds are used to
fund loans when deposit flows are not adequate, the rates offered on advances
are not favorable, and liquidity ratios support such sales. Management believes
such an approach to be prudent since it provides an opportunity to reinvest the
proceeds from sales of this type into higher yielding mortgage loans. The
Company also occasionally sells securities available for sale to restructure an
asset/liability mismatch. During the nine months ended June 30, 1994, Eagle
sold $2.8 million of investment securities. During fiscal 1993, investment
securities sold totaled $12.0 million, producing net gains of $52,000, while
maturing investment securities totaled $6.4 million. There were no mortgage-
backed securities sold or maturing in fiscal 1993. During fiscal 1992,
investment securities and mortgage-backed securities sold totaled $13.3
million, producing net gains of $37,000, while maturing investment securities
totaled $22.7 million.

The Bank is required by the OTS to meet minimum capital requirements, which
include tangible capital, core capital and risk-based capital requirements. The
Bank's actual capital as reported to the OTS at June 30, 1994 exceeded all
three requirements. The following chart sets forth the actual and required
minimum levels of regulatory capital for the Bank under applicable OTS
regulations as of June 30, 1994:

<TABLE>
<CAPTION>
ACTUAL PERCENT REQUIRED PERCENT EXCESS
------- ------- -------- ------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Core................................... $50,898 4.69% $32,572 3.00% $18,326
Tangible............................... 50,564 4.66 16,286 1.50 34,278
Risk-based............................. 53,930 10.59 40,726 8.00 13,204
</TABLE>

The OTS has proposed to increase the minimum required core capital ratio from
the current 3% level to a range of 4% to 5% for all but the most highly rated
financial institutions. While the OTS has not taken final action on such
proposal, it has adopted a prompt corrective action regulation that classifies
any savings institution that maintains a core capital ratio of less than 4% (3%
in the event the institution was assigned a composite 1 rating in its most
recent report of examination) as "undercapitalized." As of June 30, 1994, the
Bank had a core capital ratio of 4.66% and met the requirements for an
"adequately capitalized" institution. Prior to the Bank of Hartford
acquisition, Eagle Federal's capital ratios met the requirements for a "well
capitalized" institution. Giving effect to completion of this Offering and the
intended use of the estimated $16.1 million of net proceeds (excluding exercise
of the Underwriter's 15% over-allotment option), on a pro forma basis at June
30, 1994, the Bank would have core, tangible and risk based capital ratios of
6.08%, 6.05% and 13.61%, respectively, and would meet the requirements for a
"well capitalized" institution. See "Use of Proceeds."

RECENT ACCOUNTING DEVELOPMENTS

In May 1993, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 114, Accounting by Creditors for Impairment of a Loan. SFAS No. 114
requires that loans be impaired when it is probable that a creditor will be
unable to collect all amounts (i.e., principal and interest) contractually due,
and that the impairment be measured based on the present value of expected
future cash flows discounted at the loan's original effective interest rate.
SFAS No. 114 also allows impairments to be measured based on the loan's market
price or the fair value of the collateral if the loan is collateral dependent.
The effective date for SFAS No. 114 is for fiscal years beginning after
December 15, 1994. Eagle has not yet determined the impact of adoption of this
statement.

In May 1993, the FASB issued SFAS No. 115, Accounting for Certain Investments
in Debt and Equity Securities. SFAS No. 115 generally would require that debt
and equity securities that have readily determinable fair values be carried at
fair value unless they are classified as held to maturity.

36
<PAGE>

Securities would be classified as held to maturity and carried at amortized
cost only if the reporting entity has a positive intent and ability to hold
those securities to maturity. If not classified as held to maturity, such
securities would be classified as trading securities or securities available
for sale. Unrealized holding gains or losses for securities available for sale
would be excluded from earnings and reported as a net amount in a separate
component of shareholders' equity. The effective date for the statement is for
fiscal years beginning after December 15, 1993. Based on the securities held by
Eagle at June 30, 1994 the Company does not believe that this statement will
have a material effect on the classification of its securities upon adoption.
The impact on Eagle's future financial position or results of operations will
be based on the future fair values of its securities.

MANAGEMENT

DIRECTORS

In addition to Ralph T. Linsley and Robert J. Britton (whose backgrounds are
described below under "Executive Officers"), the directors of Eagle are as
follows:

Richard H. Alden became a director of Bristol in 1977. Upon the merger of
Bristol's holding company with Eagle in 1988, he also became a director of
Eagle. He has been engaged in the private practice of law in Bristol,
Connecticut since 1962.

George T. Carpenter became a director of Bristol in 1972. Upon the merger of
Bristol's holding company with Eagle in 1988, he also became a director of
Eagle. Since 1977, Mr. Carpenter has been President of S. Carpenter
Construction Co., President and Treasurer of Carpenter Realty Co. and of
Bristol Shopping Plaza, which firms are headquartered in Bristol, Connecticut.
Mr. Carpenter is a director of Barnes Group, Inc., a manufacturer of springs
and aircraft parts and distributor of automobile parts, which is headquartered
in Bristol, Connecticut.

Theodore M. Donovan became a director of Bristol in 1982. Upon the merger of
Bristol's holding company with Eagle in 1988, he also became a director of
Eagle. Mr. Donovan has been in the private practice of law in Bristol,
Connecticut since 1959.

Thomas V. LaPorta became a director of Torrington in 1979 and of Eagle upon
its formation in 1986. Mr. LaPorta is the President and Chairman of the Board
of the LaPorta Funeral Home in Torrington, Connecticut.

Steven E. Lasewicz, Jr. became a director of Bristol in 1986 and of Eagle in
1990. He has been President of SELCO Controls, Inc. since 1977. The firm is
headquartered in West Hartford, Connecticut and installs and services
temperature control and building automation systems.

John F. McCarthy became a director of Torrington in 1984 and of Eagle upon
its formation in 1986. He is the President of J&M Sales, Inc., a Torrington-
based beer distributorship, and the President of Thames River Recycling Co. in
Newington, Connecticut.

Frank J. Pascale, Chairman of the Board of Eagle, retired as its Chief
Executive Officer in August 1991 after 28 years of service with Eagle or
Torrington. After his retirement, Mr. Pascale served as a consultant to Eagle
until April 1993. Mr. Pascale will retire as Chairman of the Board effective at
the 1995 annual meeting.

Ernest J. Torizzo became a director of Torrington in 1984 and of Eagle upon
its formation in 1986. He is Executive Vice President of O&G Industries, Inc.,
a construction company headquartered in Torrington, Connecticut. Mr. Torizzo is
also part owner and a director of Burlington Construction Company in
Torrington, Connecticut.

37
<PAGE>

EXECUTIVE OFFICERS

The executive officers of Eagle Financial are as follows:

Ralph T. Linsley is Vice Chairman, President and Chief Executive Officer of
Eagle and Chairman and Chief Executive Officer of the Bank. He serves as a
director of both Eagle and the Bank. He joined Bristol in 1956 and became its
President in 1971. Upon the merger of Bristol's holding company with Eagle in
1988, Mr. Linsley became Vice Chairman and President of Eagle while continuing
to serve as Chairman, President and Chief Executive Officer of Bristol. He
became Chief Executive Officer of Eagle in August 1991 and Chairman and Chief
Executive Officer of the Bank upon the merger of Bristol with Torrington in
January 1993. Mr. Linsley has advised the Board of Directors that he will
retire on September 30, 1994 as President and Chief Executive Officer of Eagle
and Chief Executive Officer of the Bank while remaining an employee through
December 31, 1994. Mr. Linsley will continue to serve as Vice Chairman and a
director of Eagle and as Chairman of the Board and a director of the Bank. Mr.
Linsley will also become a consultant to Eagle for a five year period
commencing January 1, 1995 following his retirement as an employee.

Robert J. Britton is Executive Vice President of Eagle and President and
Chief Operating Officer of the Bank. He serves as a director of both Eagle and
the Bank. He joined Torrington in 1978 and became its Vice President and Chief
Lending Officer in 1983 and Executive Vice President in 1989. He has served as
an executive officer of Eagle since 1991 and as a director since 1992. Upon the
merger of Bristol with Torrington in January 1993, he also became the
President, Chief Operating Officer and a director of the Bank. Following Mr.
Linsley's retirement on September 30, 1994, Mr. Britton has been selected by
the Board of Directors to serve as President and Chief Executive Officer of
both Eagle and the Bank. The selection of Mr. Britton as the new Chief
Executive Officer is intended by the Board of Directors to provide continuity
to Eagle's policies and objectives with no significant changes expected from
those followed while Mr. Linsley served as Chief Executive Officer and Mr.
Britton as Chief Operating Officer.

Mark J. Blum is Vice President and Chief Financial Officer of Eagle. He
joined Torrington in 1985 and became Treasurer in 1986. He has also held
similar positions with Eagle since its formation in 1987. Upon the merger of
Bristol with Torrington in January 1993, he also became Senior Vice President
and Chief Financial Officer of the Bank.

Irene K. Hricko is Vice President and Corporate Secretary of Eagle and the
Bank. She joined Torrington in 1949 and became its Vice President--Marketing in
1981 and its Vice President and Corporate Secretary in 1983. Upon the merger of
Bristol's holding company with Eagle in 1988, she also became Vice President
and Corporate Secretary of Bristol. Upon the merger of Bristol with Torrington
in January 1993, she also became Vice President and Corporate Secretary of the
Bank.

Ercole J. Labadia is Vice President--Administration of Eagle. He became
Bristol's Vice President and Treasurer in 1973, Senior Vice
President/Administration in 1982 and Executive Vice President in 1989. He has
also held executive positions with Eagle since its 1988 merger of equals with
Bristol's holding company. Upon the merger of Bristol with Torrington in
January 1993, he became Executive Vice President--Administration and Operations
of the Bank.

Barbara S. Mills is Vice President and Treasurer of Eagle and the Bank. She
became Bristol's Comptroller in 1980 and its Vice President, Chief Financial
Officer and Treasurer in 1982. Since the 1988 merger of equals with Bristol's
holding company, she has held her current positions with Eagle. Her current
positions with the Bank have been held since the merger of Bristol with
Torrington in January 1993.

38
<PAGE>

STOCK OWNED BY MANAGEMENT

As of June 30, 1994, directors and executive officers of Eagle as a group (14
persons) beneficially owned 409,365 shares of Common Stock, or 12.4% of the
outstanding Common Stock, as determined under Rule 13d-3 of the Exchange Act.
This amount includes 27,458 shares allocated to the accounts of executive
officers under the Company's employee stock ownership plan, 168,300 shares
subject to options which are exercisable within 60 days, and 64,587 shares
owned by certain family members or companies affiliated with directors or
executive officers of Eagle (some of which the director or executive officer
may disclaim beneficial ownership).

DESCRIPTION OF CAPITAL STOCK

GENERAL

The authorized capital stock of Eagle consists of 8,000,000 shares of Common
Stock, par value $.01 per share, and 2,000,000 shares of serial preferred
stock, par value $.01 per share ("Preferred Stock"). At September 9, 1994,
there were 3,131,911 shares of Common Stock issued and outstanding (excluding
43,066 treasury shares) and no shares of Preferred Stock issued and
outstanding. Based on such outstanding shares, upon the completion of this
Offering (excluding 43,066 treasury shares), there will be 3,931,911 shares of
Common Stock issued and outstanding, or 4,051,911 shares if the Underwriter's
15% over allotment option is fully exercised. See "Capitalization."

The Common Stock of Eagle represents non-withdrawable capital and is not of
an insurable type or insured by the FDIC.

Under Delaware law, the holders of the Common Stock are entitled to one vote
for each share held on all matters voted upon. If Eagle issues Preferred Stock
in the future, holders of the Preferred Stock may also possess voting powers.

In the unlikely event of any liquidation or dissolution of Eagle, the holders
of its Common Stock would be entitled to receive, after payment or provision
for payment of all its debts and liabilities, all assets of Eagle available for
distribution, in cash or in kind. If Preferred Stock has been issued
subsequently, the holders thereof may have a priority over the holders of the
Common Stock in the event of liquidation or dissolution.

Holders of the Common Stock will not be entitled to preemptive rights with
respect to any shares which may be issued. The Common Stock will not be subject
to any call for redemption and, upon receipt by Eagle of the full purchase
price therefor, each share of Common Stock will be duly authorized, fully paid
and nonassessable.

The Board of Directors of Eagle is authorized to issue preferred stock in
series and to fix and state the voting powers, designations, preferences and
relative, participating, optional or other special rights of the shares of each
such series and the qualifications, limitations and restrictions thereof.
Preferred Stock may rank prior to the Common Stock as to dividend rights,
liquidation preferences or both, and may have full or limited, multiple,
fractional or no voting rights. The holders of Preferred Stock will be entitled
to vote as a separate class or series under certain circumstances, regardless
of any other voting rights which such holders may have.

The registrar and transfer agent for the Common Stock is First National Bank
of Boston.

DIVIDEND LIMITATIONS

OTS regulations impose limitations on cash dividends and other capital
distributions by savings institutions, such as Eagle Federal. Within these
limitations, certain "safe harbor" capital

39
<PAGE>

distributions are permitted, subject to providing OTS at least 30 days' advance
notice. Savings institutions, which have capital in excess of all fully phased-
in capital requirements before and after the proposed capital distribution and
have not been notified that they are in need of more than normal supervision
("Tier 1 Institutions"), may make capital distributions during a calendar year
up to the greater of (i) 100% of net income to date during the calendar year,
plus the amount that would reduce by one-half its "surplus capital ratio" (the
excess capital over its fully phased-in capital requirements) at the beginning
of the calendar year, or (ii) 75% of its net income over the most recent four-
quarter period.

The OTS may prohibit a proposed capital distribution by any savings
institution if the OTS determines that such distribution would constitute an
unsafe or unsound practice. In addition, FDICIA prohibits an insured depository
institution from declaring any dividend or making any other capital
distribution if, following the distribution or payment, the institution would
be classified as "undercapitalized" or lower. At June 30, 1994, Eagle Federal
qualified as a Tier I institution. There can be no assurance that the OTS will
permit Eagle Federal to pay dividends to the Company in the amount sufficient
to enable Eagle to maintain its current dividend policy.

Earnings appropriated for bad debt reserves and deducted for federal income
tax purposes cannot be used by Eagle Federal to pay cash dividends to the
Company without the payment of federal income taxes by Eagle Federal at the
then current income tax rate on the amount deemed distributed, which would
include the amount of any federal income taxes attributable to the
distribution. Thus, any dividends to the Company that would reduce amounts
appropriated to Eagle Federal's bad debt reserves and deducted for federal
income tax purposes could create a significant tax liability for Eagle Federal.

Unlike Eagle Federal, the Company is not subject to regulatory restrictions
on the payment of dividends to its shareholders. However, the Company is
subject to the requirements of Delaware law, which generally limits dividends
to the amount of a corporation's net assets less paid-in capital.

DELAWARE LAW AND CERTAIN CHARTER AND BY-LAW PROVISIONS

The certificate of incorporation and by-laws of Eagle contain various
provisions which are designed to encourage potential acquirors to negotiate
directly with the Board of Directors and to discourage hostile takeover
attempts. Certain of these provisions may have the effect of discouraging a
future takeover attempt which is not approved by the Board of Directors, but
which the shareholders of Eagle might deem to be in their best interest or in
which shareholders might receive a substantial premium for their shares over
then-current market prices. These provisions include (i) a classified board of
directors, (ii) lack of authority for shareholders to call a special meeting,
(iii) authority for Board of Directors to issue up to 2,000,000 shares of
Preferred Stock without shareholder approval, (iv) certain restrictions on
acquisitions of or offers to acquire 10% or more of the outstanding voting
stock of Eagle, (v) supermajority vote requirements for amendments to certain
provisions of its certificate of incorporation and by-laws, and (vi) the
requirement that certain business combinations either be approved by at least
80% of Eagle's outstanding voting stock or be approved by a two-thirds vote of
the Board of Directors or satisfy certain minimum price requirements.

OTHER RESTRICTIONS ON THE ACQUISITION OF STOCK

For purposes of the restrictions described below, Eagle Federal would be
defined as a "savings association" and Eagle as a "savings and loan holding
company."

Federal law provides that no company, "directly or indirectly or acting in
concert with one or more persons, or through one or more subsidiaries, or
through one or more transactions," may

40
<PAGE>

acquire "control" of a savings association or holding company thereof at any
time without the prior approval of the OTS. In addition, any company that
acquires such control becomes a "savings and loan holding company" subject to
registration, examination and regulation as a savings and loan holding company.
"Control" in this context means ownership of, control of, or holding proxies
representing more than 25% of the voting shares of a savings association or
holding company thereof or the power to control in any manner the election of a
majority of the directors of such savings association or holding company.

Federal law also provides that no "person," acting directly or indirectly or
through or in concert with one or more persons, may acquire "control" of a
savings association or holding company thereof, unless at least 60 days' prior
written notice has been given to the OTS and the OTS has not objected to the
proposed acquisition. "Control" is defined for this purpose as the power,
directly or indirectly, to direct the management or policies of a savings
association or holding company or to vote more than 25% of any class of voting
securities of a savings association or holding company.

Federal regulations require that, prior to obtaining control of an insured
institution (including a holding company thereof), a person, other than a
company, must give 60 days' notice to the OTS and have received no OTS
objection to such acquisition of control; a company must apply for and receive
OTS approval of the acquisition. Control, as defined under federal law,
involves a 25% voting stock test, control in any manner of the election of a
majority of the institution's directors, or a determination by the OTS that the
acquirer has the power to direct, or directly or indirectly to exercise a
controlling influence over, the management or policies of the institution.
Acquisition of more than 10% of an institution's voting stock, if the acquirer
also is subject to any one of either "control factors," constitutes a
rebuttable determination of control under the regulations. The determination of
control may be rebutted by submission to the OTS, prior to the acquisition of
stock or the occurrence of any other circumstances giving rise to such
determination, of a statement setting forth facts and circumstances which would
support a finding that no control relationship will exist and containing
certain undertakings. The regulations provide that persons or companies which
acquire beneficial ownership exceeding 10% or more of any class of an insured
institution's stock after the effective date of the regulations must file with
the OTS a certification that the holder is not in control of such institution,
is not subject to a rebuttable determination of control and will not take
action which would result in a determination or rebuttable determination of
control without prior notice to or approval of the OTS, as applicable.

Under Section 203 of the Delaware General Corporation Law ("Delaware Law"), a
resident domestic corporation may not engage in a business combination with an
interested stockholder for a period of three years after the date such person
became an interested stockholder, unless (i) prior to such date the Board of
Directors approved either the business combination or the transaction which
resulted in the stockholder becoming an interested stockholder, (ii) upon
consummation of the transaction which resulted in such person becoming an
interested stockholder, the interested stockholder owned at least 85% of the
corporation's voting stock outstanding at the time the transaction commenced
(excluding for determining the number of shares outstanding shares owned by (a)
persons who are directors and officers and (b) employee stock plans, in certain
instances), or (iii) on or subsequent to such date the business combination is
approved by the Board of Directors and authorized by the affirmative vote of at
least two-thirds of the outstanding voting stock which is not owned by the
interested stockholder. Section 203 of the Delaware Law defines the term
"business combination" to encompass a wide variety of transactions with or
caused by an interested stockholder in which the interested stockholder
receives or could receive a benefit on other than a pro rata basis with other
stockholders, including certain mergers, consolidations, asset sales, transfers
and other transactions resulting in financial benefit to the interested
stockholder. "Interested stockholder" means a person who owns (or within three
years prior, did own) 15% or more of the corporation's outstanding stock, and
the affiliates and associates of such person.

41
<PAGE>

LIMITATION ON LIABILITY

As permitted under Delaware Law, certificate of incorporation provides of
Eagle that no director of Eagle will be liable for monetary damages for breach
of fiduciary duty as a director, except (i) for any breach of the director's
duty of loyalty to Eagle or its shareholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) for approval of certain unlawful dividends or stock purchases or
redemptions and (iv) for any transaction from which the director derived an
improper personal benefit. In appropriate circumstances, equitable remedies
such as an injunction or other forms of non-monetary relief would remain
available under Delaware Law.

UNDERWRITING

The Underwriter, Keefe, Bruyette & Woods, Inc., has agreed, subject to the
terms and conditions of the Underwriting Agreement, to purchase from Eagle all
of the shares of Common Stock offered hereby. The Underwriter is committed to
purchase all of such shares if any are purchased.

The Underwriter has advised Eagle that it proposes initially to offer such
shares of Common Stock to the public at the public offering price set forth on
the cover page of this Prospectus and to certain dealers at such price less a
concession not in excess of $ per share. The Underwriter may allow, and such
dealers may reallow, a discount not in excess of $ per share on sales to
certain other dealers. After the initial offering of the Common Stock to the
public, the offering price, concession and reallowance may be changed.

The Company has granted the Underwriter an option for 30 days from the date
hereof to purchase up to an additional 120,000 shares of Common Stock to cover
over-allotments, if any, at the initial public offering price less the
underwriting discount.

The Company has agreed to indemnify the Underwriter against certain
liabilities, including certain liabilities under the Securities Act, or to
contribute to payments the Underwriter may be required to make in respect
thereof.

The Company has agreed with the Underwriter that, for a period of 90 days
after the date of this Prospectus, Eagle will not, without the Underwriter's
prior written consent, sell, offer to sell, grant any option for the sale of,
or otherwise dispose of, directly or indirectly, any shares of Common Stock and
will not issue to the public any shares of Common Stock or securities
convertible into, or warrants to purchase, any shares of Common Stock, except
pursuant to Eagle's existing stock option plans or its dividend reinvestment
and stock purchase plan.

The Underwriter, dealers or agents may be customers of, engage in
transactions with, or perform services for, Eagle and its subsidiaries in the
ordinary course of business.

LEGAL MATTERS

The validity of the shares of Common Stock offered hereby will be passed upon
for Eagle by its counsel, Hogan & Hartson L.L.P., Washington, D.C. Certain
legal matters relating to this Offering will be passed upon for the Underwriter
by Brown & Wood, New York, New York.

EXPERTS

The consolidated financial statements of Eagle at September 30, 1993, and for
the year then ended, and the statement of assets acquired and liabilities
assumed at June 10, 1994, related to the

42
<PAGE>

acquisition of certain assets and assumption of certain liabilities of the Bank
of Hartford by Eagle Federal, have been included herein and in the Registration
Statement in reliance upon the reports of KPMG Peat Marwick LLP, independent
certified public accountants, appearing elsewhere herein, and upon the
authority of said firm as experts in accounting and auditing.

The consolidated financial statements of Eagle at September 30, 1992, and for
each of the years in the two year period ended September 30, 1992, appearing in
this Prospectus and Registration Statement have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon appearing
elsewhere herein and are included in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.

43
<PAGE>

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<C> <S> <C>
(a) Independent Auditors' Report of KPMG Peat Marwick LLP............... F-2
(b) Independent Auditors' Report of Ernst & Young LLP................... F-3
(c) Consolidated Balance Sheets--September 30, 1993 and 1992............ F-4
(d) Consolidated Statements of Income--For the Years Ended September 30,
1993, 1992 and 1991................................................ F-5
(e) Consolidated Statements of Shareholders' Equity--For the Years Ended
September 30, 1993, 1992 and 1991.................................. F-6
(f) Consolidated Statements of Cash Flows--For the Years Ended September
30, 1993, 1992 and 1991............................................ F-7
(g) Notes to Consolidated Financial Statements.......................... F-9
(h) Consolidated Balance Sheets--June 30, 1994 (Unaudited) and September
30, 1993........................................................... F-27
(i) Consolidated Statements of Income--For the Three and Nine Months
Ended
June 30, 1994 and 1993 (Unaudited)................................. F-28
(j) Consolidated Statements of Shareholders' Equity--For the Nine Months
Ended June 30, 1994 and 1993 (Unaudited)........................... F-29
(k) Consolidated Statements of Cash Flows--For the Nine Months Ended
June 30, 1994 and 1993 (Unaudited)................................. F-30
(l) Notes to Consolidated Financial Statements--June 30, 1994
(Unaudited)........................................................ F-31
(m) Independent Auditors' Report of KPMG Peat Marwick LLP as to
Statement of Assets Acquired and Liabilities Assumed............... F-34
(n) Statement of Assets Acquired and Liabilities Assumed--June 10, 1994. F-35
(o) Notes to Statement of Assets Acquired and Liabilities Assumed....... F-36
</TABLE>

F-1
<PAGE>

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
Eagle Financial Corp.:

We have audited the accompanying consolidated balance sheet of Eagle Financial
Corp. as of September 30, 1993, and the related consolidated statements of
income, shareholders' equity and cash flows for the year then ended. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Eagle Financial
Corp. and subsidiaries as of September 30, 1993, and the results of their
operations and their cash flows for the year then ended in conformity with
generally accepted accounting principles.

KPMG Peat Marwick LLP
Hartford, CT
October 22, 1993

F-2
<PAGE>

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
Eagle Financial Corp.:

We have audited the accompanying consolidated balance sheets of Eagle Financial
Corp. as of September 30, 1992, and the related consolidated statements of
income, shareholders' equity and cash flows for each of the two years in the
period ended September 30, 1992. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statements presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Eagle Financial
Corp. at September 30, 1992, and the consolidated results of its operations and
its cash flows for each of the two years in the period ended September 30,
1992, in conformity with generally accepted accounting principles.

Ernst & Young LLP
Hartford, CT
October 29, 1992

F-3
<PAGE>

EAGLE FINANCIAL CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
SEPTEMBER 30,
----------------------------
1993 1992
------------- -------------
(dollars in thousands,
except for per share data)
<S> <C> <C>
ASSETS
Cash and amounts due from depository institu-
tions........................................... $ 12,462 $ 13,542
Interest-bearing deposits........................ 9,496 19,590
------------- -------------
Cash and cash equivalents...................... 21,958 33,132
Securities available for sale
(market value $15,601 at September 30, 1993).... 15,599 --
Investment securities
(market value: $47,954 in 1993 and $87,960 in
1992)........................................... 46,880 86,019
Mortgage-backed securities
(market value: $26,748 in 1993 and $32,413 in
1992)........................................... 25,953 31,652
Loans receivable, net of allowance for loan
losses of $5,005 in 1993 and $4,011 in 1992..... 656,344 568,124
Accrued interest receivable...................... 4,380 4,526
Real estate acquired in settlement of loans and
in-substance repossessed real estate, net....... 5,471 6,403
Stock in Federal Home Loan Bank of Boston, at
cost............................................ 5,949 4,339
Premises and equipment, net...................... 6,029 5,903
Prepaid expenses and other assets................ 3,905 11,073
------------- -------------
Total assets................................. $ 792,468 $ 751,171
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Deposits....................................... $ 706,214 $ 677,701
Federal Home Loan Bank advances................ 15,500 5,500
Borrowed money................................. 752 1,826
Advance payments by borrowers for taxes and in-
surance....................................... 3,577 3,836
Accrued expenses and other liabilities......... 6,018 7,304
------------- -------------
Total liabilities............................ 732,061 696,167
Shareholders' equity:
Serial preferred stock, $.01 par value,
2,000,000 shares authorized and unissued......
Common stock, $.01 par value, 8,000,000 shares
authorized; 3,097,547 and 3,004,602 shares is-
sued at September 30, 1993 and 1992, respec-
tively, including 43,066 shares held in trea-
sury.......................................... 31 27
Additional paid-in capital..................... 33,562 27,640
Retained earnings.............................. 27,928 28,707
Cost of common stock in treasury............... (362) (362)
Employee stock ownership plan stock............ (752) (1,008)
------------- -------------
Total shareholders' equity................... 60,407 55,004
------------- -------------
Commitments and contingencies
Total liabilities and shareholders' equity... $ 792,468 $ 751,171
============= =============
</TABLE>

See Notes to Consolidated Financial Statements

F-4
<PAGE>

EAGLE FINANCIAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
YEARS ENDED SEPTEMBER 30,
-----------------------------
1993 1992 1991
--------- --------- ---------
(dollars in thousands,
except for per share data)
<S> <C> <C> <C>
Interest income:
Interest and fees on loans..................... $ 48,614 $ 45,404 $ 42,238
Interest on mortgage-backed securities......... 1,859 820 507
Interest on investment securities.............. 3,886 3,637 2,782
Dividends on investment securities............. 1,395 2,023 1,744
--------- --------- ---------
Total interest income........................ 55,754 51,884 47,271
Interest expense:
Interest on deposits........................... 27,960 29,026 29,048
Interest on Federal Home Loan Bank advances.... 494 634 1,555
Interest on borrowed money..................... 15 38 36
--------- --------- ---------
Total interest expense....................... 28,469 29,698 30,639
--------- --------- ---------
Net interest income.......................... 27,285 22,186 16,632
Provision for loan losses........................ 1,708 1,646 1,652
--------- --------- ---------
Net interest income after provision for loan
losses.......................................... 25,577 20,540 14,980
Other income:
Net gain on sale of investment securities...... 52 37 2
Customer service fee income.................... 1,688 1,268 887
Other.......................................... 764 1,157 764
--------- --------- ---------
Total other income........................... 2,504 2,462 1,653
--------- --------- ---------
28,081 23,002 16,633
Other expenses:
Compensation, taxes and benefits............... 7,398 5,956 4,596
Office occupancy............................... 1,856 1,465 1,065
Advertising.................................... 534 409 298
Provision for losses on real estate acquired in
settlement of loans........................... 287 239 41
Operation of real estate acquired in settlement
of loans...................................... 690 501 112
Federal insurance premium...................... 1,459 1,226 891
Data processing expenses....................... 1,076 882 674
Other.......................................... 2,992 2,258 1,564
--------- --------- ---------
Total other expenses......................... 16,292 12,936 9,241
--------- --------- ---------
Income before income taxes................... 11,789 10,066 7,392
Income taxes..................................... 5,637 4,900 3,381
--------- --------- ---------
Net income................................... $ 6,152 $ 5,166 $ 4,011
========= ========= =========
Net income per share............................. $ 1.97 $ 1.70 $ 1.37
Weighted-average shares outstanding.............. 3,128,220 3,046,335 2,928,910
</TABLE>

See Notes to Consolidated Financial Statements

F-5
<PAGE>

EAGLE FINANCIAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
NET
UNREALIZED
COST OF LOSS ON EMPLOYEE
COMMON STOCK ADDITIONAL COMMON MARKETABLE STOCK
------------- PAID-IN RETAINED STOCK IN EQUITY OWNERSHIP
SHARES AMOUNT CAPITAL EARNINGS TREASURY SECURITIES PLAN STOCK TOTAL
------ ------ ---------- -------- -------- ---------- ---------- -------
(dollars in thousands, except for per share data)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at October 1,
1990................... 2,694 $27 $27,303 $22,517 $(251) $(96) $ (611) $48,889
Net income............. 4,011 4,011
Cash dividends
declared, $.47 per
share................. (1,385) (1,385)
Reduction in debt
related to Employee
Stock Ownership Plan.. 182 182
Employee Stock
Ownership Plan stock
purchased with debt... (759) (759)
Payment for fractional
shares................ (5) (5)
Purchase of treasury
stock................. (90) (90)
Decrease in net
unrealized loss on
marketable equity
securities............ 49 49
----- --- ------- ------- ----- ---- ------ -------
Balance at September 30,
1991................... 2,694 27 27,298 25,143 (341) (47) (1,188) 50,892
Net income............. 5,166 5,166
Cash dividends
declared, $.55 per
share................. (1,602) (1,602)
Reduction in debt
related to Employee
Stock Ownership Plan.. 180 180
Exercise of stock
options and other..... 37 348 348
Payment for fractional
shares................ (6) (6)
Purchase of treasury
stock................. (21) (21)
Decrease in net
unrealized loss on
marketable equity
securities............ 47 47
----- --- ------- ------- ----- ---- ------ -------
Balance at September 30,
1992................... 2,731 27 27,640 28,707 (362) -- (1,008) 55,004
Net income............. 6,152 6,152
Cash dividends
declared, $.63 per
share................. (1,910) (1,910)
Reduction in debt
related to Employee
Stock Ownership Plan.. 256 256
Exercise of stock
options and other..... 79 1 694 695
Payment for fractional
shares................ (8) (8)
Common stock dividend
declared, 10%......... 273 3 5,009 (5,021) (9)
Dividend reinvestment
plan.................. 14 227 227
----- --- ------- ------- ----- ---- ------ -------
Balance at September 30,
1993................... 3,097 $31 $33,562 $27,928 $(362) $-- $ (752) $60,407
===== === ======= ======= ===== ==== ====== =======
</TABLE>

See Notes to Consolidated Financial Statements

F-6
<PAGE>

EAGLE FINANCIAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEARS ENDED SEPTEMBER 30,
------------------------------
1993 1992 1991
--------- --------- --------
(dollars in thousands)
<S> <C> <C> <C>
Net income.................................... $ 6,152 $ 5,166 $ 4,011
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for loan losses................... 1,708 1,646 1,652
Provision for losses on real estate acquired
in settlement of loans..................... 287 239 41
Provision for depreciation and amortization. 603 496 404
Accretion of discounts and fees on loans.... (574) (263) (216)
Amortization of premiums on loans........... 1 1 5
Amortization of premiums on mortgage-backed
securities................................. 8 8 8
Amortization of premiums (accretion of
discounts) on investments.................. 101 58 9
Amortization of core deposit intangibles.... 375 128 --
Deferred income taxes....................... (223) (357) (142)
Realized mortgage-backed and investment
security losses (gains), net............... (52) (37) (2)
Changes in assets and liabilities, net of
acquisitions:
Decrease (increase) in accrued interest
receivable................................. 146 (529) 211
Increase in accrued interest payable........ 153 345 94
Loan origination fees....................... 1,318 974 353
Other, net.................................. 6,253 (4,857) (414)
--------- --------- --------
Net cash provided by operating activities. 16,256 3,018 6,014
--------- --------- --------
Net cash provided by investing activities:
Proceeds from sales of securities available
for sale................................... 7,998 -- --
Proceeds from sales of investment securities
prior to maturity.......................... 4,032 8,161 501
Proceeds from maturities of investment
securities................................. 6,350 22,685 5,000
Proceeds from amortization of investment
securities................................. 19,526 15,956 3,730
Purchases of securities available for sale.. (10,000) -- --
Purchases of investment securities.......... (4,415) (92,706) (32,511)
Net decrease (increase) in Federal funds
sold....................................... -- 800 (800)
Principal payments on mortgage-backed
securities................................. 5,691 1,323 898
Purchases of mortgage-backed securities..... -- (32,819) --
Proceeds from sales of mortgage-backed
securities................................. -- 5,122 --
Principal payments on loans receivable...... 115,111 102,045 59,915
Loan originations........................... (209,901) (163,478) (78,927)
Loan purchases.............................. -- -- (240)
Proceeds from sales of loans................ 698 644 500
Proceeds from sales of real estate acquired
in settlement of loans..................... 3,636 2,899 1,425
Purchases of premises and equipment......... (729) (1,878) (460)
Increase in investment in Federal Home Loan
Bank stock................................. (1,610) (305) (184)
Acquisition of loans, investments and other
assets..................................... -- (87,093) --
--------- --------- --------
Net cash used by investing activities..... (63,613) (218,644) (41,153)
--------- --------- --------
</TABLE>

(Continued)

F-7
<PAGE>

EAGLE FINANCIAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS--(CONTINUED)

<TABLE>
<CAPTION>
YEARS ENDED SEPTEMBER 30,
----------------------------
1993 1992 1991
-------- -------- --------
(dollars in thousands)
<S> <C> <C> <C>
Net cash provided by financing activities:
Net increase in passbook, NOW and Money Market
accounts...................................... 18,761 45,782 32,993
Net (decrease) increase in certificates of
deposit....................................... 1,554 (7,361) 22,454
Assumption of deposits and liabilities of
acquired banks................................ 8,198 185,949 --
Borrowings under Federal Home Loan Bank
advances...................................... 10,000 -- 1,003
Principal payments under Federal Home Loan Bank
advances...................................... -- (3,003) (16,500)
Net increase (decrease) in borrowed money...... (1,074) (739) 1,472
Net increase (decrease) in advance payments by
borrowers for taxes and insurance............. (259) 1,891 122
Proceeds from exercise of stock options and
dividends reinvested.......................... 913 348 --
Acquisition of treasury stock.................. -- (21) (90)
Cash dividends................................. (1,910) (1,602) (1,385)
-------- -------- --------
Net cash provided by financing activities.... 36,183 221,244 40,069
-------- -------- --------
Increase (decrease) in cash and cash equivalents. (11,174) 5,618 4,930
Cash and cash equivalents at beginning of year... 33,132 27,514 22,584
-------- -------- --------
Cash and cash equivalents at end of year..... $ 21,958 $ 33,132 $ 27,514
======== ======== ========
Non-cash investing activities:
Loans transferred to foreclosed real estate.... $ 3,419 $ 6,048 $ 4,679
======== ======== ========
Supplemental cash flow information:
Interest paid.................................. $ 27,788 $ 29,140 $ 30,616
Income taxes paid.............................. $ 5,520 $ 5,370 $ 2,900
======== ======== ========
</TABLE>

See Notes to Consolidated Financial Statements

F-8
<PAGE>

EAGLE FINANCIAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1993, 1992 AND 1991

1. ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

Eagle Financial Corp. (the "Company") is the savings bank holding company for
Eagle Federal Savings Bank (the "Bank"), a federally-chartered savings bank.
Prior to January 1, 1993, the Company had two bank subsidiaries, Bristol
Federal Savings Bank and First Federal Savings and Loan Association of
Torrington. Effective January 1, 1993, the two bank subsidiaries were combined
into one subsidiary, Eagle Federal Savings Bank. All significant intercompany
balances and transactions have been eliminated.

BASIS OF FINANCIAL STATEMENT PRESENTATION

The financial statements have been prepared in accordance with generally
accepted accounting principles. In preparing the financial statements,
management is required to make estimates and assumptions that affect the
reported amounts of assets and liabilities as of the date of the balance sheet
and revenues and expenses for the period. Actual results could differ
significantly from those estimates.

Material estimates that are particularly susceptible to significant change in
the near term relate to the determination of the allowance for loan losses and
the valuation of real estate acquired in connection with foreclosures or in
satisfaction of loans. In connection with the determination of the allowance
for loan losses and the valuation of foreclosed and in-substance repossessed
real estate, management obtains independent appraisals for significant
properties.

While management uses available information to recognize losses on loans and
foreclosed real estate, future additions to the allowance or write-downs may be
necessary based on changes in economic conditions, particularly in Connecticut.
In addition, various regulatory agencies, as an integral part of their
examination process, periodically review the Bank's allowance for loan losses
and value of foreclosed real estate. Such agencies may require the Bank to
recognize additions to the allowance or write-downs based on their judgment of
information available to them at the time of their examination.

INVESTMENT AND MORTGAGE-BACKED SECURITIES

The Bank determines its accounting for debt securities based upon its
projected liquidity needs. Securities that are to be sold before maturity are
classified as available for sale and are accounted for at the lower of cost or
market. Securities that will be held to maturity other than marketable equity
securities are stated at cost, adjusted for amortization of premiums and
accretion of discounts. Equity securities, including mutual fund investments,
are carried at the lower of aggregate cost or market value (see Note 3). A
valuation allowance is established and charged to shareholders' equity when the
aggregate market value of the equity securities portfolio is less than the book
value of the portfolio. Unrealized losses on equity securities that are
determined to be other than temporary are charged to operations. Gains or
losses on the sale of investment securities are computed by the specific
identification method.

REVENUE RECOGNITION

Interest on loans is accrued and credited to operations based upon the
principal amount outstanding. The accrual of interest income generally is
discontinued when a loan becomes 90 days

F-9
<PAGE>

EAGLE FINANCIAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

past due as to principal or interest. Management may elect to continue the
accrual of interest when the estimated fair value of collateral is sufficient
to cover the principal balance and accrued interest.

First mortgage loans held for sale in the secondary market are carried at the
lower of aggregate cost or market value. Management estimates the market value
of its portfolio held for sale based on outstanding investor commitments or
current investor yield requirements, whichever is more readily apparent.

Loan origination fees and certain direct loan origination costs are deferred
and the net amount amortized as an adjustment to the related loan's yield. The
Company is generally amortizing these amounts over the contractual life of the
related loans.

ALLOWANCE FOR LOAN LOSSES

The allowance for loan losses is maintained at a level believed adequate by
management to absorb probable losses in the loan portfolio. Management's
determination of the adequacy of the allowance is based on an evaluation of the
portfolio, past loan loss experience, current economic conditions, volume,
growth and composition of the loan portfolio, and other relevant factors. The
allowance is increased by provisions for loan losses charged against income.

PREMISES AND EQUIPMENT

Premises and equipment are carried at cost less accumulated depreciation
computed generally by the straight-line method at rates based on estimated
useful lives. Amortization of leasehold improvements is computed on a straight-
line basis over the terms of related leases.

REAL ESTATE ACQUIRED IN SETTLEMENT OF LOANS AND IN-SUBSTANCE REPOSSESSED REAL
ESTATE

Real estate acquired in settlement of loans and in-substance repossessed real
estate is composed of properties acquired through foreclosure proceedings,
acceptance of a deed in lieu of foreclosure, or loans for which foreclosure
proceedings are imminent. These properties are carried at the lower of cost or
fair value, less selling costs. At the time these properties are foreclosed or
are designated in-substance repossessed real estate, they are recorded at the
lower of cost or fair value through a direct charge against the allowance for
loan losses. Losses subsequent to foreclosure or in-substance repossession
classification are recorded as a provision (charge) against income.

INCOME TAXES

The Company files consolidated state and Federal income tax returns. Items of
income and expenses recognized in different time periods for financial
reporting purposes and for purposes of computing income taxes currently payable
give rise to deferred income taxes which are reflected in the consolidated
financial statements.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Effective December 31, 1992, the Company is required to provide supplemental
financial statement disclosures on the estimated fair value of its financial
instruments in accordance with Statement of Financial Accounting Standards No.
107, "Disclosures about Fair Value of Financial Instruments" ("SFAS No. 107").
Financial instruments as defined in SFAS No. 107 include cash and cash
equivalents, investments, mortgage-backed securities, loans, deposits,
borrowings and certain off-balance-sheet items. Other assets that are not
considered financial instruments under SFAS No. 107 and are excluded from fair
value disclosures include real estate owned and premises and equipment.

F-10
<PAGE>

EAGLE FINANCIAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Fair value estimates are made at a specific point in time based on market
information, where available, or other more subjective information if a market
for the financial instrument does not exist. These estimates incorporate
assumptions and other matters of judgment and may not reflect the true
financial impact that could result from selling the entire portfolio of a
financial instrument on one date, including any income tax consequences.

CASH FLOWS

Cash and cash equivalents include cash and amounts due from depository
institutions and interest-bearing deposits.

PER SHARE DATA

Net income per share is computed by dividing net income by the weighted-
average common shares outstanding during the year, increased by the number of
shares issuable on the exercise of stock options, if dilutive, based on the
treasury stock method. The dilutive effect of stock options was not material
for 1993, 1992 and 1991.

All per share data and the number of outstanding common shares for all
periods prior to September 30, 1993 have been adjusted retroactively to give
effect to a 10% stock dividend paid in September 1993.

RECLASSIFICATION

Certain 1992 and 1991 amounts have been reclassified to conform to the 1993
presentation for comparative purposes. Such reclassifications had no effect on
net income.

2. ACQUISITIONS

On March 13, 1992, Bristol Federal purchased certain assets and assumed all
insured deposits of Danbury Federal Savings and Loan Association ("Danbury"),
Danbury, Connecticut from the Resolution Trust Corporation ("RTC").

On May 8, 1992, Bristol Federal acquired certain assets and assumed all
insured deposits of Brookfield Bank ("Brookfield"), Brookfield, Connecticut,
from the Federal Deposit Insurance Corporation ("FDIC"). The acquisitions have
been accounted for by the purchase method of accounting and, accordingly, the
assets acquired and liabilities assumed were recorded based on estimated fair
values at the dates of acquisition. The estimated fair values of assets
acquired and liabilities assumed at the dates of acquisition are summarized as
follows:

<TABLE>
<CAPTION>
DANBURY BROOKFIELD
------------- ------------
<S> <C> <C>
Cash and due from banks............................ $ 18,960,000 $ 1,428,000
Loans, net......................................... 84,993,000 --
Other assets....................................... 302,000 1,000
Core deposit intangibles........................... 1,236,000 561,000
Deposits........................................... (113,655,000) (66,485,000)
Other liabilities.................................. (5,687,000) (122,000)
------------- ------------
Cash received or receivable from FDIC/RTC...... $ 13,851,000 $ 64,617,000
============= ============
</TABLE>

F-11
<PAGE>

EAGLE FINANCIAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
In accordance with the Purchase and Assumption Agreement between the RTC and
Bristol Federal, Bristol Federal had the option, until October 7, 1993, to "put
back" or return to the RTC for cash, loans acquired in the Danbury transaction
if certain documentation deficiencies exist. As of September 30, 1993, $4
million of loans had been put back to the RTC.

The operating results of these acquisitions are included in the Company's
statement of income from the dates of acquisition.

3. INVESTMENT AND MORTGAGE-BACKED SECURITIES

The aggregate carrying amounts and market values of investment securities are
as follows:

<TABLE>
<CAPTION>
GROSS GROSS
CARRYING UNREALIZED UNREALIZED MARKET
VALUE GAINS LOSSES VALUE
-------- ---------- ---------- -------
(in thousands)
<S> <C> <C> <C> <C>
September 30, 1993:
Debt securities:
U.S. Treasury securities.............. $ 4,098 $ 67 $ -- $ 4,165
Obligations of other U.S. Government
agencies............................. 8,993 319 -- 9,312
Collateralized mortgage obligations... 23,223 351 35 23,539
Corporate securities.................. 10,465 270 -- 10,735
------- ------ ----- -------
Total debt securities............... 46,779 1,007 35 47,751
Equity securities....................... 101 102 -- 203
------- ------ ----- -------
Total investment securities......... 46,880 1,109 35 47,954
Securities available for sale:
Mutual fund investments............... 15,599 22 20 15,601
------- ------ ----- -------
Total investment securities and se-
curities available for sale........ $62,479 $1,131 $ 55 $63,555
======= ====== ===== =======
September 30, 1992:
Debt securities:
U.S. Treasury securities.............. $ 6,003 $ 146 $ -- $ 6,149
Obligations of other U.S. Government
agencies............................. 13,344 711 -- 14,055
Collateralized mortgage obligations... 39,412 567 29 39,950
Corporate securities.................. 13,907 437 -- 14,344
------- ------ ----- -------
Total debt securities............... 72,666 1,861 29 74,498
Equity securities....................... 13,353 109 -- 13,462
------- ------ ----- -------
Total investment securities......... $86,019 $1,970 $ 29 $87,960
======= ====== ===== =======
</TABLE>

Market values of investment securities and mortgage-backed securities are
based on quoted market prices or dealer quotes on similar instruments, and
approximate fair value disclosures required by SFAS No. 107.

The carrying value and estimated market value of debt securities at September
30, 1993 by contractual maturity are shown below. Expected maturities will
differ from contractual maturities because borrowers may have the right to call
or prepay obligations with or without call or prepayment penalties.

F-12
<PAGE>

EAGLE FINANCIAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

<TABLE>
<CAPTION>
ESTIMATED
CARRYING MARKET
VALUE VALUE
-------- ---------
(in thousands)
<S> <C> <C>
Due in one year or less...................................... $ 6,315 $ 6,415
Due after one year through five years........................ 15,954 16,415
Due after five years through ten years....................... 4,583 4,659
Due after ten years.......................................... 19,927 20,262
------- -------
$46,779 $47,751
======= =======
</TABLE>

Proceeds from sale of investment in debt securities were $3,932,000,
$6,108,000 and $501,000 in 1993, 1992 and 1991, respectively. Gross gains of
$38,000 were realized on the 1993 sales. Gross gains of $2,000 were realized on
both the 1992 and 1991 sales. No losses were realized on the sales in 1993,
1992 and 1991.

Proceeds from sales of securities available for sale were $7,998,000 in 1993.
Gross realized gains and losses on the sales of securities available for sale
were $14,000 and $1,000, respectively, in 1993.

Realized gains on sales of marketable equity securities included in income in
1993 were $1,000. There were no realized gains or losses on marketable equity
securities in 1992 or 1991.

Mortgage-backed securities primarily includes participation certificates
issued by the Government National Mortgage Association, the Federal Home Loan
Mortgage Corporation and the Federal National Mortgage Association.

The gross unrealized gains and gross unrealized losses on mortgage-backed
securities were $798,000 and $3,000, respectively, at September 30, 1993. The
gross unrealized gains and gross unrealized losses on mortgage-backed
securities were $767,000 and $4,000, respectively, at September 30, 1992.

Investment securities with a book value of $3,750,000 and $42,000 were
pledged as collateral to secure public deposits at September 30, 1993 and 1992,
respectively.

F-13
<PAGE>

EAGLE FINANCIAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
4. LOANS

Loans consisted of the following:

<TABLE>
<CAPTION>
SEPTEMBER 30,
------------------
1993 1992
-------- --------
(in thousands)
<S> <C> <C>
Real estate mortgage loans:
Residential............................................... $591,797 $498,518
Residential construction.................................. 5,739 13,225
Commercial................................................ 11,268 11,455
Land...................................................... 5,735 4,517
-------- --------
614,539 527,715
-------- --------
Consumer loans:
Home equity loans......................................... 43,864 42,892
Other..................................................... 5,804 6,523
-------- --------
49,668 49,415
-------- --------
Less:
Unearned discounts and premiums........................... 3 4
Loans in process.......................................... (600) (3,518)
Deferred loan origination fees............................ (2,261) (1,481)
Allowance for loan losses................................. (5,005) (4,011)
-------- --------
$656,344 $568,124
======== ========
</TABLE>

The above residential real estate loans include $10 million of thirty year
fixed rate loans sold to the Federal Home Loan Mortgage Corporation in October
1993. This transaction resulted in a gain of approximately $120,000.

At September 30, 1993, 1992 and 1991, loans serviced for the benefit of
others approximated $11,842,000, $13,157,000 and $23,079,000, respectively.

Changes in the allowance for loan losses were as follows:

<TABLE>
<CAPTION>
YEARS ENDED SEPTEMBER 30,
-----------------------------
1993 1992 1991
-------- --------- --------
(in thousands)
<S> <C> <C> <C>
Balance at beginning of year..................... $ 4,011 $ 1,544 $ 484
Charge-offs...................................... (958) (1,150) (621)
Recoveries....................................... 244 212 29
Provision for loan losses........................ 1,708 1,646 1,652
Allowance from acquired bank..................... -- 1,759 --
-------- --------- --------
Balance at end of year....................... $ 5,005 $ 4,011 $ 1,544
======== ========= ========
</TABLE>

Non-performing loans, which consist of loans delinquent greater than ninety
days, approximated $6,500,000 and $4,000,000 as of September 30, 1993 and 1992,
respectively. If these loans had been current, in accordance with their
original terms, additional interest income would have been recorded in the
amounts of $310,000 and $386,000 for 1993 and 1992, respectively.

F-14
<PAGE>

EAGLE FINANCIAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The following table presents fair value information for the Bank's loan
portfolio at September 30, 1993:

<TABLE>
<CAPTION>
ALLOWANCE CALCULATED
PRINCIPAL AND OTHER CARRYING FAIR
VALUE ADJUSTMENTS AMOUNT VALUE
--------- ----------- -------- ----------
<S> <C> <C> <C> <C>
Real estate mortgage loans............ $614,539 $7,415 $607,124 $630,046
Consumer loans........................ 49,668 448 49,220 50,824
-------- ------ -------- --------
Total............................. $664,207 $7,863 $656,344 $680,870
======== ====== ======== ========
</TABLE>

In developing the estimates of fair value shown above, the Bank utilized the
Office of Thrift Supervision Interest Rate Risk Report including estimates of
net portfolio value. As part of this analysis, the Bank's loan portfolio was
segregated by type of loan, performing status and interest method (fixed or
variable). In general, fair value was estimated by discounting contractual cash
flows adjusted for prepayment estimates using discount rates developed in the
secondary market.

Assumptions have been made in developing these fair values based upon
historical experience and market conditions. Because there is no immediate
market for many of the above loans, there is no basis for determining whether
the fair value presented above would be indicative of the value negotiated in
an actual sale.

5. LOANS TO RELATED PARTIES

The Bank has granted loans to officers and directors of the Bank and to their
associates. Related party loans are made on substantially the same terms as
those prevailing at the time for comparable transactions with unrelated
persons, except that prior to fiscal year 1991 officers and directors were
granted a 1% discount on the interest rate for mortgage and property
improvement loans. Management believes that these loans do not involve more
than normal risk of collectibility.

The aggregate dollar amount of loans to officers and directors (exclusive of
loans to any such persons which in the aggregate did not exceed $60,000 during
the year) amounted to $2,936,000 and $2,903,000 at September 30, 1993 and 1992,
respectively. During 1993, $556,000 of new loans were made and repayments
totaled $523,000. All loans to officers and directors were current and
performing at September 30, 1993.

6. REAL ESTATE ACQUIRED IN SETTLEMENT OF LOANS AND IN-SUBSTANCE REPOSSESSED
REAL ESTATE

Real estate acquired in settlement of loans and in-substance repossessed real
estate is stated net of a related allowance. Changes in the allowance were as
follows:

<TABLE>
<CAPTION>
YEARS ENDED SEPTEMBER 30,
----------------------------
1993 1992 1991
-------- -------- --------
(in thousands)
<S> <C> <C> <C>
Balance at beginning of year...................... $ 40 $ 34 $ 204
Charge-offs, net of recoveries.................... (292) (233) (211)
Provisions for losses............................. 287 239 41
-------- -------- --------
Balance at end of year........................ $ 35 $ 40 $ 34
======== ======== ========
</TABLE>

F-15
<PAGE>

EAGLE FINANCIAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
7. PREMISES AND EQUIPMENT

The following is a summary of the premises and equipment accounts:

<TABLE>
<CAPTION>
SEPTEMBER 30,
----------------
1993 1992
------- -------
(in thousands)
<S> <C> <C>
Land.......................................................... $ 688 $ 688
Premises and leasehold improvements........................... 5,066 4,969
Furniture, fixtures and equipment............................. 4,477 3,882
------- -------
10,231 9,539
Less accumulated depreciation and amortization................ (4,202) (3,636)
------- -------
$ 6,029 $ 5,903
======= =======
</TABLE>

The Company leases various office space for its branch office sites under
operating lease arrangements. Certain of the lease arrangements provide for
renewal options. Rental expense for leased branches included in operating
expenses was $352,000, $281,000 and $112,000 for 1993, 1992 and 1991,
respectively.

In 1992, Bristol Federal entered into two lease agreements for office space
and a branch site with a director-related corporation. The leases were for an
initial term of five years and seven years, respectively, and have renewal
options which extend for an additional five years. Total lease expense for the
office space and branch site was $65,040 for 1993 and $19,800 for 1992.

The future minimum rental commitments for the leased branches as of September
30, 1993 were as follows:

F-16
<PAGE>

EAGLE FINANCIAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
8. DEPOSITS

Deposit balances consisted of the following:

<TABLE>
<CAPTION>
SEPTEMBER 30,
-----------------------------------
1993 1992
----------------- -----------------
WEIGHTED WEIGHTED
AVERAGE AVERAGE
AMOUNT RATE AMOUNT RATE
-------- -------- -------- --------
(in thousands)
<S> <C> <C> <C> <C>
Non-interest bearing........................ $ 12,999 --% $ 12,088 -- %
Passbook accounts........................... 117,847 2.50 103,755 3.50
NOW accounts................................ 52,768 1.25 43,672 2.70
Money market accounts....................... 135,413 2.90 136,054 3.67
-------- ---- -------- ----
319,027 295,569
-------- --------
Certificate accounts:
Six months or less........................ 82,890 3.50 91,218 4.13
Over six months to one year............... 79,396 3.62 124,112 4.76
Over one year to two years................ 78,086 4.75 61,050 5.72
Over two years............................ 146,815 6.22 105,752 6.91
-------- ---- -------- ----
387,187 382,132
-------- --------
$706,214 $677,701
======== ========
</TABLE>

Interest on deposits is summarized as follows:

<TABLE>
<CAPTION>
SEPTEMBER 30,
-----------------------
1993 1992 1991
------- ------- -------
(in thousands)
<S> <C> <C> <C>
Passbook accounts....................................... $ 3,228 $ 3,428 $ 3,315
NOW accounts............................................ 1,054 1,198 1,219
Money market accounts................................... 4,337 4,548 3,430
Certificate accounts.................................... 19,341 19,852 21,084
------- ------- -------
$27,960 $29,026 $29,048
======= ======= =======
</TABLE>

Interest forfeitures resulting from early withdrawals from certificate
accounts are credited to interest on deposits. Interest forfeitures reducing
the cost of interest on deposits amounted to $91,000, $71,000 and $65,000 for
1993, 1992 and 1991, respectively.

The estimated fair value of the Bank's deposit portfolio at September 30,
1993 calculated in accordance with SFAS No. 107 is as follows:

<TABLE>
<CAPTION>
CARRYING ESTIMATED
AMOUNT FAIR VALUE
-------- ----------
(in thousands)
<S> <C> <C>
Passbook accounts........................................... $117,847 $117,847
NOW accounts................................................ 65,767 65,767
Money market accounts....................................... 135,413 135,413
Certificate accounts........................................ 387,187 398,784
-------- --------
Total deposits.......................................... $706,214 $717,811
======== ========
</TABLE>

F-17
<PAGE>

EAGLE FINANCIAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The fair value of deposits with no stated maturity, such as passbook, NOW and
money market accounts, is equal to the amount payable on demand on September
30, 1993. The fair value of time deposits is based on the discounted value of
contractual cash flows, using rates currently offered for deposits with similar
remaining maturities.

The following table sets forth the maturities of deposit accounts in
denominations of $100,000 or more at September 30, 1993:

<TABLE>
<CAPTION>
MATURITY AMOUNT
-------- ----------
(in
thousands)
<S> <C>
Under three months................................................ $22,267
Three to six months............................................... 4,996
Six to twelve months.............................................. 4,050
Over twelve months................................................ 10,674
-------
$41,987
=======
</TABLE>

9. FEDERAL HOME LOAN BANK ADVANCES AND BORROWED MONEY

Federal Home Loan Bank advances and borrowed money consisted of the
following:

<TABLE>
<CAPTION>
SEPTEMBER 30,
--------------
1993 1992
------- ------
(in thousands)
<S> <C> <C>
Federal Home Loan Bank advances:
Due February 1994--7.61%...................................... $ 1,000 $1,000
Due April 1994--7.56%......................................... 2,000 2,000
Due March 1995--8.01%......................................... 1,000 1,000
Due April 1996--8.10%......................................... 500 500
Due August 1996--4.52%........................................ 5,000 --
Due August 1998--5.19%........................................ 5,000 --
Due September 2001--8.20%..................................... 1,000 1,000
------- ------
$15,500 $5,500
======= ======
</TABLE>

<TABLE>
<CAPTION>
SEPTEMBER 30,
---------------
1993 1992
---------------
(in thousands)
<S> <C> <C>
Borrowed money:
Customer repurchase agreements:
Due upon demand--2.32% at September 30, 1992................ $ -- $ 818
Employee Stock Ownership Plan debt:
1987 Borrowing--4.95% at September 30, 1993 and 1992........ 270 388
1991 Borrowing--6.25% at September 30, 1993 and 1992........ 482 620
------ --------
$ 752 $ 1,826
====== ========
</TABLE>

The fair value of short- and long-term borrowings, estimated using rates
currently available for debt of similar terms and remaining maturities, was $16
million at September 30, 1993. In accordance with an agreement with the Federal
Home Loan Bank of Boston ("FHLB"), the Bank is required to maintain qualified
collateral, as defined in the FHLB Statement of Credit Policy, free and clear
of

F-18
<PAGE>

EAGLE FINANCIAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
liens, pledges and encumbrances, as collateral for the advances. The FHLB
Statement of Credit Policy grants members the ability to borrow up to the value
of the member's qualified collateral that has not been pledged to outside
sources. Members whose total indebtedness, including borrowings from outside
sources, exceeds 30% of assets are required to list and segregate collateral in
a sufficient amount to cover the amount of advances outstanding. The Bank has a
capacity to borrow up to $460 million in advances from FHLB as of September 30,
1993. The Bank has a preapproved line up to 2% of total assets.

Underlying collateral on customer repurchase agreements was Federal Home Loan
Bank overnight deposits of $1,702,000 at September 30, 1992.

In connection with its purchase of the Company's common stock during 1987,
the Employee Stock Ownership Plan (the "Plan") borrowed $1,163,000 under a term
note maturing in 1997 with interest due quarterly at 82.5% of the lender's
floating prime rate. In 1991, the Plan borrowed $759,000 to purchase additional
shares of the Company's common stock under a term note maturing in 1997 with
interest due quarterly at the lender's floating prime rate plus .25%. Principal
payments ranging from $129,000 to $247,000 are due annually on March 31 until
1997 on the outstanding borrowings. A total of 65,967 unallocated shares in the
Plan Trust at September 30, 1993 have been pledged as collateral in conjunction
with the Plan borrowings. The Company reflects the Plan debt as borrowed money
and as a reduction of shareholders' equity.

10. INCOME TAXES

Charges for income taxes in the Consolidated Statements of Income comprised
the following:

<TABLE>
<CAPTION>
YEARS ENDED SEPTEMBER 30,
----------------------------
1993 1992 1991
-------- -------- --------
(in thousands)
<S> <C> <C> <C>
Current:
Federal......................................... $ 4,169 $ 3,707 $ 2,542
State........................................... 1,691 1,550 981
-------- -------- --------
5,860 5,257 3,523
-------- -------- --------
Deferred:
Federal......................................... (116) (252) (102)
State........................................... (107) (105) (40)
-------- -------- --------
(223) (357) (142)
-------- -------- --------
Total:
Federal......................................... 4,053 3,455 2,440
State........................................... 1,584 1,445 941
-------- -------- --------
$5,637 $4,900 $3,381
======== ======== ========
</TABLE>

F-19
<PAGE>

EAGLE FINANCIAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Timing differences between the financial statement carrying amounts and tax
bases of assets and liabilities that give rise to significant portions of the
deferred taxes (benefit) related to the following:

<TABLE>
<CAPTION>
YEARS ENDED SEPTEMBER 30,
----------------------------
1993 1992 1991
-------- -------- --------
(in thousands)
<S> <C> <C> <C>
Accrual versus cash basis items.................. $ (205) $ (166) $ (72)
Loan origination fees............................ (27) (284) (55)
Other, net....................................... 9 93 (15)
-------- -------- --------
$(223) $(357) $(142)
======== ======== ========
</TABLE>

The actual income tax expense for 1993, 1992 and 1991 differs from the
"expected" income tax expense for those years (computed by applying the U.S.
Federal statutory corporate tax rate of 34%) as follows:

<TABLE>
<CAPTION>
YEARS ENDED SEPTEMBER 30,
---------------------------
1993 1992 1991
-------- -------- --------
(in thousands)
<S> <C> <C> <C>
Expected income tax on income before income taxes. $ 4,008 $ 3,422 $ 2,513
Increase (decrease) in income taxes resulting
from:
Bad debt deduction.............................. 410 185 338
State income taxes, net of Federal income tax
benefit........................................ 1,045 922 628
Loss (gain) on sale of real estate owned........ (16) 173 (19)
Other, net...................................... 190 198 (79)
-------- -------- --------
$5,637 $4,900 $3,381
======== ======== ========
</TABLE>

11. SHAREHOLDERS' EQUITY

Retained earnings include $8.9 million at September 30, 1993 which has been
set aside in accordance with existing provisions of the Internal Revenue Code
to absorb losses on loans. Such total represents amounts claimed as deductions
from taxable income and, if used for any purpose other than to absorb losses on
loans, a Federal income tax liability could be incurred. In addition, the Tax
Reform Act of 1986 requires the Company to recognize a portion of this reserve
as income for income tax reporting purposes if the Company's qualifying assets
were to become less than 60% of total assets. It is not anticipated that the
Company will incur a Federal income tax liability relating to such reserve.

F-20
<PAGE>

EAGLE FINANCIAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
12. STOCK OPTION PLANS

At September 30, 1993, 1992 and 1991, 348,824, 493,752 and 390,045 shares,
respectively, were reserved for issuance in connection with incentive and non-
incentive stock option plans for the benefit of directors, officers and other
full-time employees.

Under the Company's stock option plans, options have been granted for terms
up to ten years at not less than the fair value of the shares at the dates of
grant and are exercisable at date of grant.

<TABLE>
<CAPTION>
SHARES
UNDER STOCK OPTION PRICE
OPTION PLAN PER SHARE
----------- ---------------
<S> <C> <C>
Outstanding and exercisable at September 30, 1989... 295,925 $ 5.78 -- 9.51
Exercised......................................... (4,840) 5.78
Granted........................................... 33,516 9.66 -- 9.77
Canceled.......................................... (33,516) 9.66 -- 9.77
------- ---------------
Outstanding and exercisable at September 30, 1990... 291,085 5.78 -- 9.51
Granted........................................... 11,000 8.75
Canceled.......................................... (4,364) 7.50
------- ---------------
Outstanding and exercisable at September 30, 1991... 297,721 5.78 -- 9.51
Exercised......................................... (41,493) 5.78 -- 9.20
Granted........................................... 76,259 9.20 -- 13.98
------- ---------------
Outstanding and exercisable at September 30, 1992... 332,487 5.78 -- 13.98
Exercised......................................... (79,483) 5.78 -- 13.98
Granted........................................... 41,953 15.34 -- 18.18
Canceled.......................................... (10)
-------
Outstanding and exercisable at September 30, 1993... 294,947
=======
</TABLE>

13. RESTRICTION ON SUBSIDIARY DIVIDENDS

The Company's ability to pay dividends to shareholders is substantially
dependent on funds received from the Bank. The Office of Thrift Supervision
(the "OTS") regulations impose limitations on cash dividends and other capital
distributions by savings institutions, such as the Bank. Within these
limitations, certain "safe harbor" capital distributions are permitted, subject
to providing OTS at least 30 days' advance notice. The OTS regulations permit
the OTS to prohibit capital distributions in certain circumstances.

14. EMPLOYEE BENEFIT PLANS

The Bank maintains a noncontributory trusteed defined benefit pension plan
through the Financial Institutions Retirement Fund (the "Fund") covering all
eligible employees. The plan is part of a multi-employer plan in which details
as to the Bank's relative positions are not readily determinable. Therefore,
information relating to the value of vested and nonvested accumulated plan
benefits and assumed rates of return used in determining such values is not
disclosed. Employer

F-21
<PAGE>

EAGLE FINANCIAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
contributions to the Fund in 1993, 1992 and 1991 were $172,000, $206,000 and
$176,000, respectively, and these amounts are expensed to operations in the
year contributed.

The Company sponsors an Employee Stock Ownership Plan (the "Plan") covering
substantially all full-time employees. The Plan, which is a tax qualified
employee benefit plan, was adopted by the Board of Directors to provide
retirement benefits for employees. Contributions are determined based upon the
principal and interest amounts due related to the Plan debt. Amounts for
principal and interest are expensed as accrued.

A summary of the components of Plan contribution expense by the Company for
1993, 1992 and 1991 is as follows:

<TABLE>
<CAPTION>
1993 1992 1991
---- ---- ----
(in thousands)
<S> <C> <C> <C>
Principal component............................................. $258 $180 $182
Interest component.............................................. 54 62 93
---- ---- ----
Total contribution expense...................................... $312 $242 $275
==== ==== ====
</TABLE>

15. COMMITMENTS AND CONTINGENCIES

The Company is a party to financial instruments with off-balance-sheet risk
in the normal course of business to meet the financing needs of its customers.
These instruments expose the Company to credit risk in excess of the amount
recognized on the balance sheet.

The Company's exposure to credit loss in the event of nonperformance by the
other party to the financial instrument for commitments to extend credit is
represented by the contractual amount of those instruments. The Company uses
the same credit policies in making commitments and conditional obligations as
it does for on-balance-sheet instruments. Total credit exposure at September
30, 1993 related to these items is summarized below:

<TABLE>
<CAPTION>
CONTRACT
AMOUNT
--------------
(in thousands)
<S> <C>
Loan commitments:
Approved loan commitments................................... $13,487
Unadvanced portion of construction loans.................... 3,818
Unadvanced portion of home equity lines of credit........... 19,507
</TABLE>

Loan commitments to extend credit are agreements to lend to a customer as
long as there is no violation of any condition established in the contract.
Loan commitments generally have fixed expiration dates or other termination
clauses and may require payment of a fee. The Company evaluates each customer's
creditworthiness on a case-by-case basis. The amount of collateral obtained if
deemed necessary by the Company upon extension of credit is based on
management's credit evaluation of the counterparty. Collateral held is
primarily residential property. Interest rates on approved loan commitments and
home equity lines of credit are a combination of fixed and variable. Interest
rates on unadvanced portions of construction loans are fixed rates which
generally mature within eighteen months.

F-22
<PAGE>

EAGLE FINANCIAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

16. SIGNIFICANT GROUP CONCENTRATIONS OF CREDIT RISK

The Company primarily grants residential and consumer loans to customers
located within its primary market area in the State of Connecticut. The
majority of the Company's loan portfolio is comprised of residential mortgages.
At September 30, 1993, residential loans, including residential construction
loans, totaled $641 million, excluding off-balance-sheet items. All such loans
are collateralized by real estate, of which approximately 95% is located in
Connecticut.

17. RECENT ACCOUNTING PRONOUNCEMENTS

In February 1992, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 109, "Accounting for
Income Taxes." This SFAS relates to the method of accounting for deferred
income taxes. Implementation of SFAS No. 109 was required for fiscal years
beginning after December 15, 1992. This SFAS requires companies to take into
account changes in tax rates when valuing the deferred income tax amounts
recorded on the balance sheet. SFAS No. 109 also requires that deferred taxes
be provided for all temporary differences between financial statement and tax
basis in addition to the timing differences in the recognition of income for
financial statement and tax purposes which were covered by prior accounting
rules. Management intends to adopt SFAS No. 109 prospectively and the
cumulative effect of the change in accounting for income taxes will result in a
tax benefit of approximately $1.7 million in the first quarter of fiscal 1994.

The FASB also issued SFAS No. 106, "Accounting for Postretirement Benefits
Other Than Pensions." Under this SFAS, the cost of postretirement benefits
other than pensions must be recognized on an accrual basis as employees perform
services to earn the benefits, similar to current standards on accounting for
pensions. The Company currently provides certain health care benefits for
substantially all retired employees. These benefits are primarily provided
through insurance companies whose premiums are based on the benefits paid
during the year. The Company currently recognizes the cost of providing these
benefits by expensing the annual premiums, which were approximately $44,000 in
1993, $29,000 in 1992 and $17,000 in 1991. The Company will prospectively adopt
SFAS No. 106 in fiscal 1994. Adoption will result in the recording of a
onetime, cumulative catch-up adjustment that, net of the related tax benefit,
will reduce net income in the first quarter of 1994 by approximately $1.3
million. It is also estimated that the Company's postretirement cost charged to
expense in fiscal 1994 will be approximately $270,000 on a pre-tax basis as a
result of adopting this SFAS.

In May 1993, the FASB issued SFAS No. 115 "Accounting for Certain Investments
in Debt and Equity Securities". The SFAS generally would require that debt and
equity securities that have readily determinable fair values be carried at fair
value unless they are classified as held to maturity. Securities would be
classified as held to maturity and carried at amortized cost only if the
reporting entity has a positive intent and ability to hold those securities to
maturity. If not classified as held to maturity, such securities would be
classified as trading securities or securities available for sale. Unrealized
holding gains or losses for securities available for sale would be excluded
from earnings and reported as a net amount in a separate component of
shareholders' equity. The effective date for the statement is for fiscal years
beginning after December 15, 1993. Based on the securities held by the Company
as of September 30, 1993, the Company does not believe that this statement will
have a material effect on the classification of its securities. The impact on
the Company's future financial position or results of operations will be based
on the future fair values of its securities.

F-23
<PAGE>

EAGLE FINANCIAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

18. EAGLE FINANCIAL CORP. (PARENT COMPANY ONLY) CONDENSED FINANCIAL INFORMATION

BALANCE SHEETS

<TABLE>
<CAPTION>
SEPTEMBER 30,
----------------
1993 1992
------- -------
(in thousands)
<S> <C> <C>
Assets:
Cash........................................................ $ 83 $ 64
Interest-bearing deposits................................... 1,575 1,714
------- -------
Cash and cash equivalents................................... 1,658 1,778
Investment securities....................................... 85 602
Investment in Bank subsidiaries............................. 59,141 53,688
Other assets................................................ 100 79
------- -------
$60,984 $56,147
======= =======
Liabilities and shareholders' equity:
Payable to Bank subsidiary.................................. $ 23 $ 29
Accrued expenses and other liabilities...................... (198) 106
Borrowed money.............................................. 752 1,008
Shareholders' equity........................................ 60,407 55,004
------- -------
$60,984 $56,147
======= =======
</TABLE>

STATEMENTS OF INCOME

<TABLE>
<CAPTION>
SEPTEMBER 30,
----------------------
1993 1992 1991
------ ------ ------
(in thousands)
<S> <C> <C> <C>
Interest on investments................................ $ 79 $ 111 $ 116
Dividends from Bank subsidiaries....................... 1,000 2,500 2,106
Other expenses......................................... (767) (717) (653)
------ ------ ------
Income before income taxes and equity in undistributed
earnings of Bank subsidiaries......................... 312 1,894 1,569
Income tax benefit..................................... 387 271 215
------ ------ ------
Income before equity in undistributed earnings of Bank
subsidiaries.......................................... 699 2,165 1,784
Equity in undistributed earnings of Bank subsidiaries.. 5,453 3,001 2,227
------ ------ ------
Net income......................................... $6,152 $5,166 $4,011
====== ====== ======
</TABLE>

F-24
<PAGE>

EAGLE FINANCIAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
SEPTEMBER 30,
-------------------------
1993 1992 1991
------- ------- -------
(in thousands)
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net income......................................... $ 6,152 $ 5,166 $ 4,011
Adjustments to reconcile net income to net cash
provided by operating activities:
Equity in undistributed earnings of Bank subsidi-
aries........................................... (5,453) (3,001) (2,227)
Amortization of premiums on investments.......... 2 4 --
Decrease (increase) in other assets.............. (21) 348 386
Increase (decrease) in accrued expenses and other
liabilities, net................................ (312) (326) 46
------- ------- -------
Net cash provided by operating activities...... 368 2,191 2,216
INVESTING ACTIVITIES:
Purchase of investment securities.................. (85) -- (606)
Proceeds from maturity of investment security...... 600 -- --
Decrease in Federal funds sold..................... -- 800 (800)
------- ------- -------
Net cash provided by investing activities...... 515 800 (1,406)
FINANCING ACTIVITIES:
Cash dividends..................................... (1,910) (1,602) (1,385)
Acquisition of treasury stock...................... -- (21) (90)
Proceeds from exercise of stock options and other.. 913 348 --
Increase (decrease) in payable to Bank subsidiar-
ies............................................... (6) 6 21
------- ------- -------
Net cash used by financing activities.............. (1,003) (1,269) (1,454)
------- ------- -------
Increase (decrease) in cash and cash equivalents... (120) 1,722 (644)
Cash and cash equivalents at beginning of year..... 1,778 56 700
------- ------- -------
Cash and cash equivalents at end of year....... $ 1,658 $ 1,778 $ 56
======= ======= =======
</TABLE>

F-25
<PAGE>
EAGLE FINANCIAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONCLUDED)
19. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
---------------------------------
FISCAL 1993 12/31/92 3/31/93 6/30/93 9/30/93 TOTAL
- ----------- -------- ------- ------- ------- -------
(in thousands, except per share data)
<S> <C> <C> <C> <C> <C>
Interest income...................... $14,180 $13,850 $13,910 $13,814 $55,754
Interest expense..................... 7,436 7,302 6,829 6,902 28,469
------- ------- ------- ------- -------
Net interest income.................. 6,744 6,548 7,081 6,912 27,285
Provision for loan losses............ 325 325 529 529 1,708
Net gain on sales of investment secu-
rities.............................. -- (1) 1 52 52
Other income......................... 599 584 625 644 2,452
Other expenses....................... 3,986 4,128 3,929 4,249 16,292
Income tax provision................. 1,442 1,175 1,618 1,402 5,637
------- ------- ------- ------- -------
Net income........................... $ 1,590 $ 1,503 $ 1,631 $ 1,428 $ 6,152
======= ======= ======= ======= =======
Net income per share................. $ .51 $ .48 $ .52 $ .46 $ 1.97
<CAPTION>
THREE MONTHS ENDED
---------------------------------
FISCAL 1992 12/31/91 3/31/92 6/30/92 9/30/92 TOTAL
- ----------- -------- ------- ------- ------- -------
(in thousands, except per share data)
<S> <C> <C> <C> <C> <C>
Interest income...................... $11,859 $11,916 $13,855 $14,254 $51,884
Interest expense..................... 7,045 6,690 8,032 7,931 29,698
------- ------- ------- ------- -------
Net interest income.................. 4,814 5,226 5,823 6,323 22,186
Provision for loan losses............ 410 515 396 325 1,646
Net gain on sales of investment secu-
rities.............................. 2 (3) 38 -- 37
Other income......................... 447 473 852 653 2,425
Other expenses....................... 2,488 2,748 3,757 3,943 12,936
Income tax provision................. 1,156 1,196 1,245 1,303 4,900
------- ------- ------- ------- -------
Net income........................... $ 1,209 $ 1,237 $ 1,315 $ 1,405 $ 5,166
======= ======= ======= ======= =======
Net income per share................. $ .41 $ .41 $ .43 $ .45 $ 1.70
</TABLE>

F-26
<PAGE>

EAGLE FINANCIAL CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
JUNE 30, 1994 SEPTEMBER 30,
(UNAUDITED) 1993
------------- -------------
(dollars in thousands,
except for per share data)
<S> <C> <C>
ASSETS
Cash and amounts due from depository institutions. $ 18,285 $ 12,462
Interest-bearing deposits......................... 57,904 9,496
Federal funds sold................................ 23,700 --
---------- --------
Cash and cash equivalents....................... 99,889 21,958
Securities available for sale (market value
$16,815 at June 30, 1994 and $15,601 at September
30, 1993)........................................ 16,815 15,599
Investment securities (market value $83,658 at
June 30, 1994 and $47,954 at September 30, 1993). 84,415 46,880
Mortgage-backed securities (market value $72,311
at June 30, 1994 and $24,748 at September 30,
1993)............................................ 72,712 25,953
Loans receivable, net of allowance for loan losses
of $8,370 at June 30, 1994 and $5,005 at
September 30, 1993............................... 775,135 656,344
Accrued interest receivable....................... 5,156 4,380
Real estate acquired in settlement of loans and
in-substance repossessed real estate, net........ 3,932 5,471
Stock in Federal Home Loan Bank of Boston, at
cost............................................. 6,535 5,949
Premises and equipment, net....................... 6,132 6,029
Prepaid expenses and other assets................. 29,005 3,905
---------- --------
Total assets.................................. $1,099,726 $792,468
========== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Deposits........................................ $ 982,673 $706,214
Federal Home Loan Bank advances................. 23,750 15,500
Borrowed money.................................. 7,892 752
Advance payments by borrowers for taxes and
insurance...................................... 6,533 3,577
Accrued expenses and other liabilities.......... 14,233 6,018
---------- --------
Total liabilities............................. 1,035,081 732,061
Shareholders' Equity:
Serial preferred stock, $.01 par value,
2,000,000 shares authorized and unissued....... -- --
Common stock, $.01 par value, 8,000,000 shares
authorized; 3,161,851 and 3,097,547 shares
issued at June 30, 1994 and September 30, 1993,
respectively, including 43,066 shares held in
treasury....................................... 32 31
Additional paid-in capital...................... 34,415 33,562
Retained earnings............................... 31,777 27,928
Cost of common treasury stock................... (362) (362)
Employee stock ownership plan stock............. (542) (752)
Unrealized securities losses, net............... (675) --
---------- --------
Total shareholders' equity.................... 64,645 60,407
---------- --------
Commitments and contingencies.....................
Total liabilities and shareholders' equity.... $1,099,726 $792,468
========== ========
</TABLE>

See Notes to Consolidated Financial Statements.

F-27
<PAGE>

EAGLE FINANCIAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
JUNE 30, JUNE 30,
--------------------- ---------------------
1994 1993 1994 1993
---------- ---------- ---------- ----------
(dollars in thousands, except for per share
data)
<S> <C> <C> <C> <C>
Interest Income:
Interest and fees on loans....... $ 12,540 $ 12,163 $ 36,834 $ 36,383
Interest on mortgage-backed
securities...................... 628 459 1,357 1,420
Interest on investment
securities...................... 1,164 941 2,530 3,113
Dividends on investment
securities...................... 494 347 1,354 1,024
---------- ---------- ---------- ----------
Total interest income.......... 14,826 13,910 42,075 41,940
Interest Expense:
Interest on deposits............. 6,649 6,716 19,277 21,228
Interest on Federal Home Loan
Bank advances................... 402 109 896 326
Interest on borrowed money....... 34 4 36 13
---------- ---------- ---------- ----------
Total interest expense......... 7,085 6,829 20,209 21,567
Net interest income............ 7,741 7,081 21,866 20,373
Provision for loan losses.......... 300 529 900 1,179
---------- ---------- ---------- ----------
Net interest income after
provision for loan losses..... 7,441 6,552 20,966 19,194
Other income:
Net gain on sale of investment
securities...................... -- 1 -- --
Net gain on sale of loans........ -- -- 120 --
Customer service fee income...... 546 421 1,343 1,247
Other............................ 269 204 786 561
---------- ---------- ---------- ----------
Total other income............. 815 626 2,249 1,808
---------- ---------- ---------- ----------
8,256 7,178 23,215 21,002
---------- ---------- ---------- ----------
Other expenses:
Compensation, payroll taxes and
benefits........................ 2,094 1,840 6,391 5,464
Office occupancy................. 535 482 1,529 1,379
Advertising...................... 138 109 425 400
Provision for losses on real
estate acquired in settlement of
loans........................... 80 91 435 199
Operation of real estate acquired
in settlement of loans.......... 159 158 597 532
Federal insurance premium........ 408 347 1,106 1,054
Data processing expenses......... 322 265 874 809
Other............................ 750 637 2,138 2,206
---------- ---------- ---------- ----------
Total other expenses........... 4,486 3,929 13,495 12,043
---------- ---------- ---------- ----------
Income before income taxes and
cumulative effect of
accounting changes............ 3,770 3,249 9,720 8,959
Income taxes....................... 1,608 1,618 4,078 4,235
---------- ---------- ---------- ----------
Income before cumulative effect
of accounting changes......... 2,162 1,631 5,642 4,724
Cumulative effect of accounting
changes........................... -- -- 30 --
---------- ---------- ---------- ----------
Net income..................... $ 2,162 $ 1,631 $ 5,612 $ 4,724
========== ========== ========== ==========
Net income per share before
cumulative effect of accounting
change............................ $ 0.67 $ 0.52 $ 1.75 $ 1.51
Cumulative effect of accounting
change............................ -- -- 0.01 --
Net income per share............... 0.67 0.52 1.74 1.51
Weighted-average shares
outstanding....................... 3,239,679 3,145,049 3,219,244 3,122,846
Dividends per share................ $ 0.19 $ 0.15 $ 0.57 $ 0.46
</TABLE>

F-28
<PAGE>

EAGLE FINANCIAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Unaudited)

<TABLE>
<CAPTION>
NET EMPLOYEE
COST OF UNREALIZED STOCK
COMMON STOCK ADDITIONAL COMMON LOSS ON OWNERSHIP
------------- PAID-IN RETAINED STOCK IN EQUITY PLAN
SHARES AMOUNT CAPITAL EARNINGS TREASURY SECURITIES STOCK TOTAL
------ ------ ---------- -------- -------- ---------- --------- -------
(dollars in thousands, except for per share data)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE AT SEPTEMBER 30,
1992................... 2,731 $27 $27,640 $28,707 $(362) $ -- $(1,008) $55,004
Net income............. 4,724 4,724
Cash dividends
declared, $0.63 per
share................. (1,394) (1,394)
Reduction in debt
related to Employee
Stock Ownership Plan.. 194 194
Exercise of stock
options and other..... 52 1 499 500
Payment for fractional
shares................ (1) (1)
Dividend reinvestment
plan.................. 9 132 132
----- --- ------- ------- ----- ----- ------- -------
BALANCE AT JUNE 30,
1993................... 2,792 $28 $28,270 $32,037 $(362) $ -- $ (814) $59,159
===== === ======= ======= ===== ===== ======= =======
BALANCE AT SEPTEMBER 30,
1993................... 3,097 $31 $33,562 $27,928 $(362) $ -- $ (752) $60,407
Net income............. 5,612 5,612
Cash dividends
declared, $0.57 per
share................. (1,763) (1,763)
Reduction in debt
related to Employee
Stock Ownership Plan.. 210 210
Exercise of stock
options and other..... 40 1 378 379
Dividend reinvestment
plan.................. 25 475 475
Increase in net
unrealized loss on
marketable equity
securities............ (675) (675)
----- --- ------- ------- ----- ----- ------- -------
BALANCE AT JUNE 30,
1994................... 3,162 $32 $34,415 $31,777 $(362) $(675) $ (542) $64,645
===== === ======= ======= ===== ===== ======= =======
</TABLE>

See Notes to Consolidated Financial Statements

F-29
<PAGE>

EAGLE FINANCIAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)

<TABLE>
<CAPTION>
NINE MONTHS ENDED
JUNE 30,
--------------------
1994 1993
--------- ---------
(dollars in
thousands)
<S> <C> <C>
OPERATING ACTIVITIES:
Net Income.............................................. $ 5,612 $ 4,724
Adjustments to reconcile net income to net cash provided
by operating activities:
Provision for loan losses.............................. 900 1,179
Provision for losses on real estate acquired in settle-
ment for loans........................................ 435 199
Provision for depreciation and amortization............ 419 415
Accretion of discounts and fees on loans............... (764) (400)
Amortization of premiums on loans...................... 1 1
Amortization of premiums (accretion of discounts) on
mortgage-backed securities............................ (7) 7
Amortization of premiums (accretion of discounts) on
investments........................................... 110 73
Amortization of core deposit intangibles............... 361 217
Realized mortgage loan losses (gains), net............. (120) --
Decrease (increase) in accrued interest receivable..... (776) 216
Increase (decrease) in accrued interest payable........ 173 (84)
Loan origination fees.................................. 981 989
Other, net............................................. (3,538) 3,703
--------- ---------
Net Cash Provided by Operating Activities.............. 3,787 11,239
INVESTING ACTIVITIES:
Proceeds from sales of investment securities available
for sale............................................... 2,800 --
Proceeds from sales of investment securities prior to
maturity............................................... 0 2,099
Proceeds from maturities of investment securities....... 8,000 5,750
Proceeds from amortization of investment securities..... 17,297 14,474
Purchases of securities available for sale.............. (4,800) --
Purchases of investment securities...................... (38,685) (1,932)
Principal payments on mortgage-backed securities........ 8,902 2,995
Purchases of mortgage-backed securities................. (7,135) --
Principal payments on loans receivable.................. 108,815 76,167
Loan originations....................................... (164,068) (147,839)
Proceeds from sales of loans............................ 10,980 673
Proceeds from sales of real estate acquired in settle-
ment of loans.......................................... 2,187 2,600
Purchases of premises and equipment..................... (522) (476)
Increase in investment in Federal Home Loan Bank stock.. (586) (1,610)
Due from FDIC........................................... (10,371) --
Acquisition of loans, investments and other assets...... (155,724) --
--------- ---------
Net Cash Used by Investing Activities.................. (222,910) (47,099)
FINANCING ACTIVITIES:
Net increase in Passbook, NOW and Money Market Accounts. 23,688 22,480
Net increase (decrease) in certificate accounts......... (20,056) 1,226
Assumption of deposits and liabilities of acquired
banks.................................................. 275,986 --
Borrowings under Federal Home Loan Bank advances........ 31,950 --
Principal payments under Federal Home Loan Bank advanc-
es..................................................... (23,700) --
Net increase (decrease) in borrowed money............... 7,140 (1,012)
Net increase in advance payments by borrowers for taxes
and insurance.......................................... $ 2,956 $ 2,574
Proceeds from exercise of stock options and dividends
reinvested............................................. 853 631
Cash dividends.......................................... (1,763) (1,393)
--------- ---------
Net Cash Provided by Financing Activities.............. $ 297,054 $ 24,506
========= =========
Increase (decrease) in cash and cash equivalents....... $ 77,931 $ (11,354)
Cash and cash equivalents at beginning of period........ 21,958 33,132
--------- ---------
Cash and cash equivalents at end of period............. $ 99,889 $ 21,778
========= =========
NON-CASH INVESTING ACTIVITIES:
Transfers of loans to foreclosed real estate............ $ 1,760 $ 2,736
========= =========
</TABLE>

See Notes to Consolidated Financial Statements

F-30
<PAGE>

EAGLE FINANCIAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. BASIS OF PRESENTATION

The accompanying unaudited, consolidated financial statements include all
adjustments which are, in the opinion of management, necessary for a fair
presentation of the results for the interim periods presented. All adjustments
were of a normal recurring nature. The results of operations for the nine-month
period ended June 30, 1994 are not necessarily indicative of the results which
may be expected for the entire fiscal year.

2. PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of Eagle Financial
Corp. ("Eagle Financial") and its wholly owned subsidiary, Eagle Federal
Savings Bank ("Eagle Federal"), a federally-chartered savings bank.

3. ACQUISITION

The Company acquired assets of $267 million and liabilities of The Bank of
Hartford, Inc. from the Federal Deposit Insurance Corporation in an assisted
transaction on June 10, 1994. The acquisition accounted for as a purchase
transaction, increased the Company's assets to approximately $1.1 billion.

4. ACCOUNTING PRONOUNCEMENTS

In February, 1992, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 109 "Accounting for
Income Taxes." This SFAS requires a change from the deferred method of
accounting for income taxes to the asset and liability method of accounting for
income taxes. Under the asset and liability method, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. Under SFAS No. 109, the effect on deferred tax assets and
liabilities of a change in tax rate is recognized in income in the period that
includes the enactment date.

The Company adopted SFAS No. 109 as of October 1, 1993. The cumulative effect
of this change in accounting for income taxes of $1,273,000 as of October 1,
1993 is reported as a cumulative effect of an accounting change in the
statement of operations for the nine months ended June 30, 1994. Prior periods'
financial statements have not been restated to apply the provisions of SFAS No.
109.

At June 30, 1994, the Company has a net deferred tax asset of approximately
$2.9 million. In order to fully realize the net deferred tax asset, the Company
will need to either generate tax losses to carryback to recover taxes
previously paid or generate future taxable income. Based upon the Company's
historical and current pre-tax earnings, management believes it is more likely
than not that the Company will realize the net deferred tax asset. However,
there can be no specific assurance that the Company will generate any specific
level of continuing earnings.

The Company had taxable income, pre-tax book income and taxes paid for the
periods presented as follows:

<TABLE>
<CAPTION>
1993 1992 1991
------- ------- ------
<S> <C> <C> <C>
Taxable income........................................... $11,358 $10,600 $7,834
Pre-tax book income...................................... 11,789 10,066 7,392
Federal taxes paid....................................... 3,934 3,614 2,671
</TABLE>

F-31
<PAGE>

EAGLE FINANCIAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)--(CONTINUED)

The primary differences between taxable income and pre-tax book income
relates to the provisions for loan losses and charge-offs. The Company would
expect these differences to continue in the future.

For the nine months ended June 30, 1994, income tax expense attributable to
income from continuing operations consists of:

<TABLE>
<CAPTION>
CURRENT DEFERRED TOTAL
------- -------- ------
(in thousands)
<S> <C> <C> <C>
Federal................................................. $3,202 $(184) $3,018
State................................................... 1,120 (60) 1,060
------ ----- ------
$4,322 $(244) $4,078
====== ===== ======
</TABLE>

The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities at June 30,
1994 and October 1, 1993 are presented below: (In thousands)

<TABLE>
<CAPTION>
JUNE 30, 1994 OCTOBER 1, 1993
------------- ---------------
(in thousands)
<S> <C> <C>
Deferred tax assets:
Deferred loan fees............................. $ 996 $ 907
Post retirement benefits....................... 938 891
Deferred compensation.......................... 249 190
Loans receivable, primarily due to allowance
for loan losses............................... 3,398 2,046
Other miscellaneous............................ 76
------ ------
Total gross deferred assets.................. 5,581 4,110
Less valuation allowance....................... -- --
------ ------
Net deferred tax asset....................... 5,581 4,110
------ ------
Deferred tax liabilities:
Premises and equipment primarily due to depre-
ciation....................................... (786) (772)
Tax discount on acquired loans................. (1,912) (714)
Other miscellaneous............................ (14)
------ ------
Total gross deferred tax liabilities......... (2,712) (1,486)
------ ------
Net deferred tax asset....................... $2,869 $2,624
====== ======
</TABLE>

The valuation allowance for deferred tax assets as of June 30, 1994 was $0.
There was no change in the allowance for the nine months ended June 30, 1994.

The actual income tax expense for the nine months ended June 30, 1994 and
June 30, 1993 differs from the expected income tax expense for the same periods
(computed by applying the U.S., Federal statutory corporate tax rate of 35% and
34%, respectively) as follows:

<TABLE>
<CAPTION>
1994 1993
------- -------
(in thousands)
<S> <C> <C>
Expected income taxes on income taxes......................... $ 3,402 $ 3,046
State income taxes, net of Federal income tax benefit......... 700 788
Other, net.................................................... (24) 400
------- -------
$ 4,078 $ 4,234
======= =======
</TABLE>

F-32
<PAGE>

EAGLE FINANCIAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)--(CONCLUDED)
Eagle Federal has not provided deferred income taxes for Eagle Federal's tax
return reserve for bad debts that arose in tax years beginning before December
31, 1987 because it is not expected that this difference will reverse in the
foreseeable future. The cumulative net amount of income tax temporary
difference related to the reserve for bad debts for which deferred taxes have
not been provided was approximately $8.9 million at June 30, 1994. If Eagle
Federal does not meet the income tax requirements necessary to permit it to
claim a percentage of taxable income loan loss deduction in the future, the
Bank under certain circumstances could incur a tax liability for the previously
deducted tax return loan loss in the year in which such requirements are not
met. This potential liability for which no deferred income taxes have been
provided was approximately $3.7 million as of June 30, 1994.

On October 1, 1993, the Company also adopted SFAS No. 106, "Accounting for
Post-retirement Benefits Other Than Pensions" ("SFAS 106"). SFAS 106 requires
that the expected cost of post-retirement benefits be charged to expense during
the period that the eligible employees render services. This accumulated post-
retirement benefit obligation ("APBO") existing at time of adoption was
approximately $2,194,000 before income taxes of $891,000. The $1,303,000
reduction in income net of taxes was recognized as a cumulative effect of a
change in accounting method in the statement of operations for the nine months
ended June 30, 1994.

The Company provides health benefits for future retirees within certain
limits and for current retirees. The Company does not have any assets
specifically segregated for the payment of health benefits and funds the
benefits through cash flows from operations.

The following is a summary of the obligation to provide health benefits at
October 1, 1993:

<TABLE>
<S> <C>
Accumulated post-retirement benefit obligation related to active
employees......................................................... $1,594,000
Accumulated post-retirement benefit related to retirees............ 600,000
----------
Total accumulated post-retirement benefit obligation and amount
recognized in statement of condition.......................... $2,194,000
==========
Net periodic post-retirement benefit cost for the year ended Sep-
tember 30, 1994 will be approximately:
Service cost..................................................... $ 89,000
Interest in APBO................................................. 135,000
Amortization of APBO (a)......................................... (28,000)
----------
Total cost..................................................... $ 196,000
==========
</TABLE>
- --------
(a) Amortization to reflect changes in Eagle Financial post-retirement benefits
plan made subsequent to October 1, 1993.

The APBO was calculated using a discount rate of 7%. The APBO for the post-
retirement medical benefits plan was determined using a health care cost trend
assumption starting at 11% on October 1, 1993 and decreasing the health care
cost trend assumption by 1% per year until reaching 5% and remaining at 5%
thereafter. The APBO for the post-retirement medical benefits plan would
increase by 8.3% on an annual basis and the combined service cost and interest
cost would increase by 5.7% on an annual basis if the health care cost trend
assumption were increased by 1% each year.

F-33
<PAGE>

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Eagle Federal Savings Bank:

We have audited the accompanying statement of assets acquired and liabilities
assumed by Eagle Federal Savings Bank, a federally-chartered savings bank and
wholly-owned subsidiary of Eagle Financial Corporation, at June 10, 1994,
related to the acquisition of certain assets and assumption of certain
liabilities of The Bank of Hartford, Inc. by Eagle Federal Savings Bank. This
statement is the responsibility of the management of Eagle Federal Savings
Bank. Our responsibility is to express an opinion on the statement of assets
acquired and liabilities assumed based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance that the statement of assets acquired and liabilities
assumed is free of material misstatement. The audit of the statement of assets
acquired and liabilities assumed included examining, on a test basis, evidence
supporting the amounts and disclosures in the statement. The audit of the
statement of assets acquired and liabilities assumed also included assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall presentation of such statement. We believe that
our audit provides a reasonable basis for our opinion.

In our opinion, the statement referred to above presents fairly, in all
material respects, the assets acquired and liabilities assumed by Eagle Federal
Savings Bank related to the aforementioned acquisition at June 10, 1994, in
conformity with generally accepted accounting principles.

KPMG Peat Marwick LLP
Hartford, Connecticut
August 5, 1994

F-34
<PAGE>

EAGLE FEDERAL SAVINGS BANK

STATEMENT OF ASSETS ACQUIRED AND LIABILITIES ASSUMED

JUNE 10, 1994

<TABLE>
<CAPTION>
ASSETS ACQUIRED
---------------
(In Thousands)
<S> <C>
Cash and amounts due from banks (note 3)......................... $ 4,933
Interest bearing deposits........................................ 25,503
Investments and mortgage-backed securities (note 4).............. 72,667
Loans............................................................ 80,776
Less allowance for loan losses................................... (3,500)
--------
Loans, net (note 5)............................................ 77,276
--------
Due from the FDIC (note 6)....................................... 82,001
Other assets (note 7)............................................ 13,606
--------
Total assets acquired........................................ $275,986
========
<CAPTION>
LIABILITIES ASSUMED
-------------------
<S> <C>
Deposits (note 8)................................................ $272,752
Advance payments by borrowers for taxes and insurance............ 2,256
Other liabilities................................................ 978
--------
Total liabilities assumed.................................... $275,986
========
</TABLE>

See accompanying notes to statement of assets acquired and liabilities assumed.

F-35
<PAGE>

EAGLE FEDERAL SAVINGS BANK

NOTES TO STATEMENTS OF ASSETS ACQUIRED
AND LIABILITIES ASSUMED

(1) ORGANIZATION AND BASIS OF PRESENTATION

On June 10, 1994, Eagle Federal Savings Bank, a federally-chartered savings
bank ("Eagle Federal" or the "Bank") and wholly-owned subsidiary of Eagle
Financial Corporation (the "Corporation"), acquired certain assets and assumed
all of the deposits and certain other liabilities of The Bank of Hartford,
Inc., Hartford, Connecticut ("The Bank of Hartford") from the Federal Deposit
Insurance Corporation ("FDIC") in an assisted transaction. The Bank and the
Corporation have a fiscal year-end of September 30.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Financial Statement Presentation

The statement of assets acquired and liabilities assumed has been prepared in
conformity with generally accepted accounting principles and represents only
those assets and liabilities of Eagle Federal Savings Bank relating to The Bank
of Hartford acquisition. The financial information of The Bank of Hartford was
developed based primarily upon the records of The Bank of Hartford and
information supplied by the FDIC. Such financial information is subject to
change upon resolution of certain settlement issues and completion of the
customary FDIC settlement process which are to be completed within 270 days
after June 10, 1994 as stipulated by the Purchase and Assumption Agreement.

The transaction has been accounted for as a purchase, whereby the purchase
price has been allocated to the assets acquired and liabilities assumed based
on their respective fair values as of the date of acquisition. Such allocation
has been based on preliminary estimates which may be revised at a later date
based upon more complete information.

(b) Loans

Loans are stated at estimated fair value upon acquisition which is comprised
of the principal amount outstanding plus a net premium. Interest income on
loans is accrued based upon the principal amount outstanding. Interest income
is not accrued on loans that are 90 days or more past due. The net premium on
loans purchased is recognized in interest income over the lives of the loans
using a method that approximates a level-yield method.

The allowance for loan losses is established at a level believed adequate by
management to absorb probable losses in the loan portfolio. Management's
determination of the adequacy of the allowance for loan losses is based upon an
evaluation of the portfolio, past loan loss experience, current economic
conditions, composition of the loan portfolio and other relevant factors.

While management uses available information to recognize losses on loans,
future additions to the allowance for loan losses may be necessary based on
changes in economic conditions. In addition, various regulatory agencies, as an
integral part of their examination process, periodically review the Bank's
allowance for loan losses. Such agencies may require the Bank to recognize
additions to the allowance based on their judgment of information available to
them at the time.

(d) Investment Securities and Mortgage-Backed Securities

Investment securities and mortgage-backed securities are carried at cost
(i.e., fair value on the date of acquisition). Premiums are amortized and
discounts are accreted to income over the estimated life of the respective
securities using methods which approximate the level-yield method.

F-36
<PAGE>

EAGLE FEDERAL SAVINGS BANK

NOTES TO STATEMENTS OF ASSETS ACQUIRED
AND LIABILITIES ASSUMED--(CONTINUED)

(e) Premises and Equipment

Under the Purchase and Assumption Agreement with the FDIC, Eagle Federal has
an exclusive option, for a period of 60 days after June 10, 1994 (the "Bank
Closing"), to purchase any or all of The Bank of Hartford's owned bank premises
at the price (the "AVR Price") set forth in the FDIC's asset valuation review
(the "AVR") of The Bank of Hartford and to assume the leases for The Bank of
Hartford's leased bank premises at prices in effect under existing lease
agreements. Eagle Federal presently anticipates that it will exercise its
option to purchase or lease all of The Bank of Hartford banking offices
(excluding the operations center and one branch location). The AVR Price of The
Bank of Hartford owned bank premises is $65,188. If Eagle Federal elects to
purchase and lease The Bank of Hartford premises, Eagle Federal will be
required to purchase the furniture, fixtures and equipment located on such
premises at a price determined by appraisals obtained by the FDIC. Such
appraisals are currently in process. Since Eagle Federal did not purchase The
Bank of Hartford premises and equipment on June 10, 1994, these assets are not
reflected in the accompanying statement of assets acquired and liabilities
assumed.

(f) Intangible Assets

The excess of the purchase price over the fair value of the tangible net
assets acquired has been allocated to mortgage servicing rights, core deposits
and goodwill.

The mortgage servicing rights is being amortized over the life of the related
loans using a method that approximates the level-yield method. The core deposit
intangible is being amortized on an accelerated method over a period of ten
years. Goodwill is being amortized on a straight-line basis over a period of
fifteen years.

(3) CASH AND AMOUNTS DUE FROM BANKS

Eagle Federal is subject to requirements of the Federal Reserve to maintain
certain average cash reserve balances related to certain deposits accounts
assumed. At June 10, 1994, these reserves were appropriately maintained.

(4) INVESTMENTS AND MORTGAGE-BACKED SECURITIES

Investments and mortgage-backed securities on June 10, 1994 are as follows:

<TABLE>
<CAPTION>
(in thousands)
<S> <C>
Debt securities:
U.S. Treasury securities.................................... $ 2,316
U.S. Government agencies and corporations................... 4,928
Collateralized mortgage obligations......................... 16,024
Municipal bond.............................................. 880
-------
Total debt securities..................................... 24,148
-------
Mortgage-backed securities:
Federal Home Loan Mortgage Corporation certificates......... 48,519
-------
Total investments and mortgage-backed securities.......... $72,667
=======
</TABLE>

F-37
<PAGE>

EAGLE FEDERAL SAVINGS BANK

NOTES TO STATEMENTS OF ASSETS ACQUIRED
AND LIABILITIES ASSUMED--(CONTINUED)

The accompanying financial statement has been prepared based upon
management's estimated market values of the investment and mortgage-backed
securities on June 10, 1994, which will be adjusted when third-party derived
market values of these securities have been obtained by the FDIC.

The maturity schedule of debt securities, excluding collateralized mortgage
obligations, at June 10, 1994 is shown below. Expected maturities will differ
from contractual maturities because borrowers have the right to call or prepay
obligations with or without call or prepayment penalties.

<TABLE>
<CAPTION>
(in thousands)
<S> <C>
Debt securities:
Due within one year......................................... $ 1,003
Due after one year through five years....................... 2,113
Due after five years through ten years...................... 4,480
Due after ten years......................................... 528
Collateralized mortgage obligations......................... 16,024
-------
Total..................................................... $24,148
=======
</TABLE>

(5) LOANS

Loans at June 10, 1994 consist of the following:

<TABLE>
<CAPTION>
(in thousands)
<S> <C>
Residential 1-4 family........................................ $59,990
Consumer loans, including home equity loans................... 20,596
-------
80,586
Net premium on loans acquired................................. 190
Allowance for loan losses..................................... (3,500)
-------
Total..................................................... $77,276
=======
</TABLE>

Of the residential 1-4 family loans presented above, approximately 58% are
fixed rate and 42% are adjustable rate.

Nonperforming loans, which consist of loans 90 days or more past due, are
approximately $2.5 million on June 10, 1994.

(6) DUE FROM THE FDIC

The amount due from the FDIC represents the excess of liabilities assumed
over assets acquired in the acquisition, and the estimated amount due from the
FDIC to adjust the investment and mortgage-backed securities to market value at
June 10, 1994 and certain settlement items currently being discussed with the
FDIC, less $8.7 million paid by Eagle Federal to the FDIC to purchase the
assets and assume the liabilities.

On June 13, 1994, Eagle Federal received $72.3 million from the FDIC as an
initial payment.

F-38
<PAGE>

EAGLE FEDERAL SAVINGS BANK

NOTES TO STATEMENTS OF ASSETS ACQUIRED
AND LIABILITIES ASSUMED--(CONTINUED)

(7) OTHER ASSETS

Other assets at June 10, 1994 are as follows:

<TABLE>
<CAPTION>
(in thousands)
<S> <C>
Core deposit intangible....................................... $ 2,381
Goodwill...................................................... 8,650
Mortgage servicing rights..................................... 880
Accrued interest.............................................. 1,435
Real estate acquired in settlement of loans................... 260
-------
Total..................................................... $13,606
=======
</TABLE>

A portion of the amount shown above for goodwill will be allocated as the
purchase price adjustment to the fair value of bank premises to be acquired
from the FDIC as part of the acquisition which is over and above the AVR Price
(see Note 1(e)).

(8) DEPOSITS

Deposits at June 10, 1994 consist of the following:

<TABLE>
<CAPTION>
(in thousands)
<S> <C>
Regular savings............................................... $ 45,770
NOW accounts.................................................. 15,364
Demand deposits............................................... 6,181
Money market deposit accounts................................. 16,806
Certificates of deposit....................................... 188,631
--------
Total deposits............................................ $272,752
========
</TABLE>

The aggregate amount of time deposits of $100,000 or more totaled $9,231,166
at June 10, 1994.

The weighted average interest rates for deposits at June 10, 1994 was 3.84%.
The Purchase and Assumption Agreement stipulates that Eagle Federal is to pay
interest on assumed liabilities in accordance with the terms of the respective
deposit agreements for a period of 14 days after assumption. After the 14 day
period, the Bank reduced rates on certain deposit accounts. It is expected that
deposit run-off will be funded by excess liquidity; primarily from the net
amount due from the FDIC.

(9) COMMITMENTS AND CONCENTRATIONS OF CREDIT RISK

At June 10, 1994, there were no mortgage commitments outstanding. Unused
portions of home equity credit lines approximate $5,421,000 on June 10, 1994.

The Loans acquired are primarily secured by real estate located in
Connecticut.

(10) LITIGATION AND OTHER MATTERS

The FDIC has agreed to indemnify Eagle Federal against certain costs,
liabilities and expenses, including legal fees, incurred in connection with
certain third party claims that may be brought against Eagle Federal based on
liabilities of The Bank of Hartford that were not assumed by Eagle

F-39
<PAGE>

EAGLE FEDERAL SAVINGS BANK

NOTES TO STATEMENTS OF ASSETS ACQUIRED
AND LIABILITIES ASSUMED--(CONCLUDED)

Federal under the Purchase and Assumption Agreement. Eagle Federal has agreed
to indemnify the FDIC against certain costs, liabilities and expenses,
including legal fees, incurred in connection with certain third party claims
that may be brought against the FDIC based on liabilities of The Bank of
Hartford that were assumed by Eagle Federal under the Purchase and Assumption
Agreement.

(11) RECENT ACCOUNTING PRONOUNCEMENTS

In May 1993, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 114, Accounting by
Creditors for Impairment of a Loan. This statement requires that loans be
impaired when it is probable that a creditor will be unable to collect all
amounts (i.e., principal and interest) contractually due, and that the
impairment be measured based on the present value of expected future cash flows
discounted at the loan's original effective interest rate. The statement also
allows impairments to be measured based on the loan's market price or the fair
value of the collateral if the loan is collateral dependent. The effective date
for the statement is for fiscal years beginning after December 15, 1994. The
Bank has not yet determined the timing or impact of adoption of this statement.

In May 1993, the FASB issued SFAS No. 115, Accounting for Certain Investments
in Debt and Equity Securities. The Statement generally would require that debt
and equity securities that have readily determinable fair values be carried at
fair value unless they are classified as held to maturity. Securities would be
classified as held to maturity and carried at amortized cost only if the
reporting entity has a positive intent and ability to hold those securities to
maturity. If not classified as held to maturity, such securities would be
classified as trading securities or securities available for sale. Unrealized
holding gains or losses for securities available for sale would be excluded
from earnings and reported as a net amount in a separate component of
shareholders' equity. The effective date for the statement is for fiscal years
beginning after December 15, 1993. Based on the securities held by the Bank as
of June 10, 1994 related to the acquired securities of The Bank of Hartford,
the Bank does not believe that this statement will have a material effect on
the classification of its securities upon adoption. The impact on the Bank's
future financial position or results of operations will be based on the future
fair values of its securities.

F-40
<PAGE>

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

No dealer, salesperson, or other person has been authorized to give any in-
formation or to make any representations in connection with this Offering
other than those contained in this Prospectus, and, if given or made, such in-
formation and representations must not be relied upon as having been autho-
rized by the Company or the Underwriter. This Prospectus does not constitute
an offer to sell or a solicitation of an offer to buy any securities other
than the registered securities to which it relates, or an offer to or solici-
tation of any person in any jurisdiction where such offer or solicitation is
unlawful. Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has been no
change in the information contained herein since the respective dates as of
which such information is given herein or the date hereof.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information..................................................... 2
Incorporation of Certain Documents by Reference........................... 2
Map....................................................................... 3
The Company............................................................... 4
Certain Considerations.................................................... 6
Use of Proceeds........................................................... 8
Market Prices and Dividends............................................... 8
Capitalization............................................................ 10
Selected Financial and Other Data......................................... 11
Management's Discussion and Analysis of Financial Condition and Results of
Operations............................................................... 13
Management ............................................................... 37
Description of Capital Stock.............................................. 39
Underwriting.............................................................. 42
Legal Matters............................................................. 42
Experts................................................................... 42
Index to Consolidated Financial Statements................................ F-1
</TABLE>

(LOGO)

EAGLE FINANCIAL CORP.

Common Stock

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

PROSPECTUS
---------------

KEEFE, BRUYETTE & WOODS, INC.

SEPTEMBER , 1994

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following expenses are expected to be incurred in connection with the
issuance and sale of the securities being registered:

<TABLE>
<S> <C>
Securities and Exchange Commission
registration fee........................................... $ 9,914
NASD filing fee............................................. 3,376
Nasdaq National Market listing fee.......................... 17,500
Printing expenses........................................... 50,000
Legal fees.................................................. 125,000
Accounting fees............................................. 30,000
Blue Sky legal fees and filing expenses..................... 15,000
Transfer agent fees and expenses............................ 2,500
Miscellaneous expenses...................................... 46,710
--------
Total.................................................. $300,000
========
</TABLE>

Item 15. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law sets forth certain
circumstances under which directors, officers, employees and agents may be
indemnified against liability that they may incur in their capacity as such.
Section 145 of the Delaware General Corporation Law, which is filed as Exhibit
99 to this Registration Statement, is incorporated herein by reference.

Article Nine of the Company's Bylaws, entitled "Indemnification,"
provides for indemnification of the Company's directors, officers, employees and
agents under certain circumstances. Article Nine of the Company's By-laws,
which are filed as Exhibit 3 to this Registration Statement, is incorporated
herein by reference.

Item 16. Exhibits

The following exhibits are filed herewith as part of this Registration
Statement or incorporated herein by reference:

Exhibit
No. Exhibit
------- -------

1 Form of Underwriting Agreement between the Company and the
Underwriter.

3 By-laws of the Company, as amended to date (incorporated by
reference from the Company's Current Report on Form 8-K, as filed
with the SEC on November 12, 1993).

4 Form of Common Stock Certificate (incorporated by reference from
the Company's Registration Statement on Form S-4 (Reg. No. 33-
21122) filed with the SEC on April 8, 1988).

5 Opinion of Hogan & Hartson L.L.P. regarding legality of securities
being registered.

II-1
<PAGE>

10.1 Eagle Financial Corp. Stock Option Plan (incorporated by reference
from the Company's Annual Report on Form 10-K for the year ended
September 30, 1987, as filed with the SEC on December 22, 1987).

10.2 BFS Bancorp, Inc. Stock Option Plan (incorporated by reference
from the Company's Registration Statement on Form S-8 (Reg. No.
33-28403) filed with the SEC on April 28, 1989).

10.3 Eagle Financial Corp. 1988 Stock Option Plan (incorporated by
reference from the Company's definitive Proxy Statement dated
December 21, 1988 for the 1989 Annual Meeting of Shareholders, as
filed with the SEC on December 22, 1988).

10.4 Employment Agreement dated April 1, 1994 among the Company, the
Bank and Ralph T. Linsley.

10.5 Consulting Agreement dated August 25, 1988 between the Company and
Ralph T. Linsley (incorporated by reference from the Company's
Annual Report on Form 10-K for the year ended September 30, 1988,
as filed with the SEC on December 29, 1988).

10.6 Employment Agreement dated April 1, 1994 among the Company, the
Bank and Robert J. Britton

10.7 Employment Agreement dated April 1, 1994 among the Company, the
Bank and Ercole J. Labadia.*

10.8 Employment Agreement dated April 1, 1994 among the Company, the
Bank and Mark J. Blum.*

10.9 Employment Agreement dated April 1, 1994 among the Company, the
Bank and Irene K. Hricko.*

10.10 Employment Agreement dated April 1, 1994, among the Company, the
Bank and Barbara S. Mills.*

10.11 The Bank deferred compensation plan (incorporated by reference
from Pre-Effective Amendment No. 1 to the Company's Registration
Statement on Form S-4 (No. 33-21122) filed with the SEC on May 17,
1988).

10.12 Deferred Compensation Plan for Non-Employee Directors
(incorporated by reference from the Company's Annual Report on
Form 10-K for the year ended September 30, 1988, as filed with the
SEC on December 29, 1988).

10.13 Outside Directors Post Retirement Plan, dated July 26, 1994.*

10.14 Guarantee and Pledge Agreement dated November 1, 1990 between the
Company and Bank of Boston Connecticut (incorporated by reference
from the Company's Annual Report on Form 10-K for the year ended
September 30, 1990, as filed with the SEC on December 28, 1990).

10.15 Annual Incentive Compensation Plan.*

10.16 Amendment to Employment Agreement dated July 26, 1994 among the
Company, the Bank and Ralph T. Linsley.

10.17 Amendment to Employment Agreement dated July 26, 1994 among the
Company, the Bank and Robert J. Britton.

II-2
<PAGE>

23.1 Consent of Hogan & Hartson L.L.P. (included in Exhibit 5).

23.2 Consent of KPMG Peat Marwick LLP

23.3 Consent of Ernst & Young LLP

24 Powers of Attorney

99 Section 145 of the Delaware General Corporation Law.*

- --------------------
*Previously filed.

Item 17. Undertakings

The undersigned Registrant hereby undertakes:

(1) That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to section 13(a)
or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

(2) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

(3) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.

For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

II-3
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-2 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bristol, State of Connecticut, on the 12th day of
September, 1994.

EAGLE FINANCIAL CORP.

By: /s/ Robert J. Britton
----------------------------------
Robert J. Britton
Executive Vice President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 12th day of September, 1994.

Signature Title
--------- -----

/s/ Frank J. Pascale * Chairman of the Board
- ------------------------------
Frank J. Pascale

/s/ Ralph T. Linsley * President, Chief Executive Officer and Director
- ------------------------------ (principal executive officer)
Ralph T. Linsley

/s/ Mark J. Blum Vice President and Chief Financial Officer
- ------------------------------ (principal financial and accounting officer)
Mark J. Blum

/s/ Richard H. Alden * Director
- ------------------------------
Richard H. Alden

/s/ Robert J. Britton Executive Vice President and Director
- ------------------------------
Robert J. Britton

/s/ George T. Carpenter * Director
- ------------------------------
George T. Carpenter

/s/ Theodore M. Donovan * Director
- ------------------------------
Theodore M. Donovan

/s/ Steven E. Lasewicz, Jr. * Director
- ------------------------------
Steven E. Lasewicz, Jr.
<PAGE>

/s/ Thomas V. LaPorta * Director
- ------------------------------
Thomas V. LaPorta

/s/ John F. McCarthy * Director
- ------------------------------
John F. McCarthy

/s/ Ernest J. Torizzo * Director
- ------------------------------
Ernest J. Torizzo

*By /s/ Robert J. Britton
--------------------------
Robert J. Britton
Attorney-in-fact
<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
Sequentially
Numbered
Exhibit No. Exhibit Page
- ----------- ------- ------------
<C> <S> <C>

1 Form of Underwriting Agreement between
the Company and the Underwriter.

3 By-laws of the Company, as amended to
date (incorporated by reference from
the Company's Current Report on Form
8-K, as filed with the SEC on November
12, 1993).

4 Form of Common Stock Certificate
(incorporated by reference from the
Company's Registration Statement on
Form S-4 (Reg. No. 33-21122) filed with
the SEC on April 8, 1988).

5 Opinion of Hogan & Hartson L.L.P.
regarding legality of securities being
registered.

10.1 Eagle Financial Corp. Stock Option Plan
(incorporated by reference from the
Company's Annual Report on Form 10-K
for the year ended September 30, 1987,
as filed with the SEC on December 22,
1987).

10.2 BFS Bancorp, Inc. Stock Option Plan
(incorporated by reference from the
Company's Registration Statement on
Form S-8 (Reg. No. 33-28403) filed with
the SEC on April 28, 1989).

10.3 Eagle Financial Corp. 1988 Stock Option
Plan (incorporated by reference from
the Company's definitive Proxy
Statement dated December 21, 1988 for
the 1989 Annual Meeting of
Shareholders, as filed with the SEC on
December 22, 1988).

10.4 Employment Agreement dated April 1,
1994 among the Company, the Bank and
Ralph T. Linsley.

10.5 Consulting Agreement dated August 25,
1988 between the Company and Ralph T.
Linsley (incorporated by reference from
the Company's Annual Report on Form
10-K for the year ended September 30,
1988, as filed with the SEC on December
29, 1988).

10.6 Employment Agreement dated April 1,
1994 among the Company, the Bank and
Robert J. Britton.

10.7 Employment Agreement dated April 1,
1994 among the Company, the Bank and
Ercole J. Labadia.*

10.8 Employment Agreement dated April 1,
1994 among the Company, the Bank and
Mark J. Blum.*

10.9 Employment Agreement dated April 1,
1994 among the Company, the Bank and
Irene K. Hricko.*

10.10 Employment Agreement dated April 1,
1994, among the Company, the Bank and
Barbara S. Mills.*

10.11 The Bank deferred compensation plan
(incorporated by reference from
Pre-Effective Amendment No. 1 to the
Company's Registration Statement on
Form S-4 (No. 33-21122) filed with the
SEC on May 17, 1988).
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
Sequentially
Numbered
Exhibit No. Exhibit Page
- ----------- ------- ------------
<C> <S> <C>

10.12 Deferred Compensation Plan for
Non-Employee Directors (incorporated by
reference from the Company's Annual
Report on Form 10-K for the year ended
September 30, 1988, as filed with the
SEC on December 29, 1988).

10.13 Outside Directors Post Retirement Plan,
dated July 26, 1994.*

10.14 Guarantee and Pledge Agreement dated
November 1, 1990 between the Company
and Bank of Boston Connecticut
(incorporated by reference from the
Company's Annual Report on Form 10-K
for the year ended September 30, 1990,
as filed with the SEC on December 28,
1990).

10.15 Annual Incentive Plan.*

10.16 Amendment to Employment Agreement dated
July 26, 1994 among the Company, the
Bank and Ralph T. Linsley.

10.17 Amendment to Employment Agreement dated
July 26, 1994 among the Company, the
Bank and Robert J. Britton.

23.1 Consent of Hogan & Hartson L.L.P.
(included in Exhibit 5).

23.2 Consent of KPMG Peat Marwick LLP

23.3 Consent of Ernst & Young LLP

24 Powers of Attorney

99 Section 145 of the Delaware General
Corporation Law.*
</TABLE>

- -----------------
*Previously filed.

<PAGE>

800,000 Shares

EAGLE FINANCIAL CORP.

(a Delaware corporation)

Common Stock
(Par Value $.01 Per Share)

UNDERWRITING AGREEMENT
----------------------

September __, 1994

Keefe, Bruyette & Woods, Inc.
Two World Trade Center
85th Floor
New York, New York 10048

Dear Sirs:

Eagle Financial Corp., a Delaware corporation (the "Company"), confirms its
agreement with Keefe, Bruyette & Woods, Inc., (the "Underwriter") (i) with
respect to the Company's common stock, par value $.01 per share (the "Common
Stock"), and the sale by the Company and the purchase by the Underwriter of
800,000 shares of Common Stock and (ii) with respect to the grant by the Company
to the Underwriter of the option described in Section 2(b) hereof to purchase
all or any part of 120,000 additional shares of Common Stock to cover over-
allotments, if any. The aforesaid 800,000 shares of Common Stock are
hereinafter referred to as the "Initial Shares" and all or any part of the
120,000 additional shares subject to the option described in Section 2(b) hereof
are hereinafter referred to as the "Option Shares." As used herein, (i)
"Shares" shall mean the Initial Shares and the Option Shares and (ii) "you" and
"your," unless the context otherwise requires, shall mean Keefe, Bruyette &
Woods, Inc.

Offerings of Shares will be made through you. The Company will enter into
an agreement (the "Pricing Agreement") providing for the sale of such Shares
(the "Offered Shares") to, and the purchase and offering thereof by, you. The
Pricing Agreement relating to the Offered Shares shall specify the number of
Offered
<PAGE>

Shares which you agree to purchase, the price at which the Offered Shares are to
be purchased by you from the Company and the initial public offering price of
the Offered Shares. The Pricing Agreement, which shall be substantially in the
form of Exhibit A hereto, may take the form of an exchange of any standard form
of written telecommunication between you and the Company. The offering of
Shares through you will be governed by this Agreement, as supplemented by the
Pricing Agreement, and this Agreement and the Pricing Agreement shall inure to
the benefit of and be binding upon the Company and you.

The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-2 (No. 33-54981), including a
related preliminary prospectus for the registration of the Shares under the
Securities Act of 1933 (the "Securities Act"), and has prepared and filed such
amendments thereto, if any, and such amended preliminary prospectuses, if any,
as may have been required to the date hereof, and will file such additional
amendments thereto and such amended prospectuses as may hereafter be required.
If the registration statement has been declared effective under the Securities
Act by the Commission, the Company will promptly file with the Commission the
information omitted from the registration statement pursuant to Rule 430A(a) of
the rules and regulations of the Commission under the Securities Act (the
"Securities Act Regulations") as part of a prospectus pursuant to Rule 424(b) of
the Securities Act Regulations or as part of a post-effective amendment to the
registration statement (including an amended prospectus). The registration
statement as amended at the time it became or becomes effective (including the
documents incorporated by reference therein pursuant to Item 12 of Form S-2
under the Securities Act and, if the Company has omitted information from the
registration statement pursuant to Rule 430A(a) of the Securities Act
Regulations, the information deemed to be a part of the registration statement
at the time it became effective pursuant to Rule 430A(b) of the Securities Act
Regulations), as the case may be, is hereinafter called the "Registration
Statement," except that, if the Company files a post-effective amendment to such
registration statement which becomes effective prior to the Closing Time (as
defined below), "Registration Statement" shall refer to such registration
statement as so amended. The prospectus on file with the Commission at the time
the Registration Statement became or becomes effective (including the documents
incorporated by reference therein pursuant to Item 12 of Form S-2 under the
Securities Act) is hereinafter called the "Prospectus," except that, if any
revised prospectus shall be provided to you by the Company for use in connection
with the offering of the Shares which differs from the Prospectus on file at the
Commission at the time the Registration Statement becomes effective (whether or
not such revised prospectus is required to be filed with the Commission by the
Company pursuant to Rule 424(b) of the Securities Act Regulations), the term

2
<PAGE>

"Prospectus" shall refer to such revised prospectus from and after the time it
is first provided to you for such use.

The Company understands that you propose to make a public offering of the
Shares as soon as you deem advisable after the execution and delivery of this
Agreement.

SECTION 1. Representations and Warranties. The Company represents and
------------------------------
warrants to you as follows:

(a) At the time the Registration Statement became or becomes
effective, as the case may be, the Registration Statement complied or will
comply in all material respects with the requirements of the Securities Act
and the Securities Act Regulations and did not or will not, as the case may
be, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading, and at the time the Registration
Statement became or becomes effective (unless the term "Prospectus" refers
to a prospectus which has been provided to you by the Company for use in
connection with the offering of the Shares which differs from the
Prospectus on file at the Commission at the time the Registration Statement
becomes effective, in which case at the time it is first provided to you
for such use), as the case may be, at the Closing Time (as defined below)
and at the Date of Delivery (as defined below), if any, referred to in
Section 2, the Prospectus did not or will not, as the case may be, contain
an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided,
--------
however, that the representations and warranties in this subsection shall
-------
not apply to statements in or omissions from the Registration Statement or
the Prospectus made in reliance upon and in conformity with information
furnished to the Company herein or otherwise in writing by you expressly
for use in the Registration Statement or the Prospectus.

(b) The documents (including any amendments thereto) incorporated by
reference into the Prospectus pursuant to Item 12 of Form S-2 under the
Securities Act, at the time they were or hereafter are filed with the
Commission, complied and will comply in all material respects with the
requirements of the Securities Exchange Act of 1934 (the "Exchange Act")
and the rules and regulations of the Commission under the Exchange Act (the
"Exchange Act Regulations"), and, when read together and with the other
information included in or incorporated by reference in the Prospectus, at
the time the Registration Statement became or becomes effective, as the
case may be, at the Closing Time and at the Date of Delivery, if any,
referred to in Section 2, did not or will not contain an untrue

3
<PAGE>

statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not
misleading; and there are no contracts or documents of the Company or of
any of the Subsidiaries of the Company (each a "Subsidiary" and
collectively the "Subsidiaries") which are required to be filed as exhibits
to the Registration Statement by the Securities Act or by the Securities
Act Regulations which have not been so filed or incorporated by reference.

(c) The Company meets the requirements for the use of Form S-2 under
the Securities Act, except as set forth in General Instruction I.C(2) of
Form S-2 (as to such requirements which the Company fails to meet, the
Company has obtained a waiver of such requirements from the Commission).

(d) The accountants who certified the financial statements and
supporting schedules included in the Registration Statement are independent
public accountants as required by the Securities Act and the Securities Act
Regulations.

(e) The financial statements, including the notes thereto, and
supporting schedules included or incorporated by reference in the
Prospectus and Registration Statement present fairly the financial position
of the Company and its consolidated subsidiaries as at the dates indicated
and the results of their operations for the periods specified and have been
prepared in conformity with generally accepted accounting principles
applied on a consistent basis.

(f) Since the respective dates as of which information is given in the
Registration Statement and the Prospectus, except as otherwise stated
therein, (i) there has been no material adverse change in the financial
condition, earnings or business affairs or business prospects of the
Company and its Subsidiaries considered as one enterprise, whether or not
arising in the ordinary course of business, (ii) there have been no
material transactions entered into by the Company or any of its
subsidiaries other than those in the ordinary course of business, and (iii)
there has been no dividend or distribution of any kind declared, paid or
made by the Company on any class of its capital stock.

(g) The Company has been duly incorporated and is validly existing as
a corporation in good standing under the laws of the State of Delaware with
corporate power and authority to own, lease and operate its properties and
to conduct its business as described in the Registration Statement and to
enter into and perform its obligations under this Agreement and the Pricing
Agreement; the Company is duly qualified as a foreign corporation to
transact business and is

4
<PAGE>

in good standing in each jurisdiction, if any, in which its ownership or
leasing of properties or the conduct of its business requires such
qualification, except where the failure to so qualify would not have a
material adverse effect in the conduct of the business, financial
condition, earnings, business affairs or business prospects of the Company
and its Subsidiaries considered as one enterprise; and the Company is duly
registered as a savings and loan holding company under the Home Owners'
Loan Act of 1933, as amended ("HOLA").

(h) Each Subsidiary of the Company has been duly incorporated and is
validly existing either as a federally-chartered stock savings bank, or as
a corporation in good standing under the laws of the jurisdiction of its
incorporation and is duly qualified as a foreign corporation to transact
business and is in good standing in each jurisdiction, if any, in which
its ownership or leasing of properties or the conduct of its business
requires such qualification, except where the failure to so qualify would
not have a material adverse effect in the conduct of the business,
financial condition, earnings, business affairs or business prospects of
the Company and its Subsidiaries considered as one enterprise; all of the
issued and outstanding capital stock of each Subsidiary has been duly
authorized and validly issued and is fully paid and non-assessable, and is
owned by the Company, directly or through another Subsidiary, free and
clear of any mortgage, pledge, lien, encumbrance or claim whatsoever.

(i) The authorized, issued and outstanding capital stock of the
Company is as set forth in the Prospectus under the caption
"Capitalization" (except for subsequent issuances, if any, pursuant to
reservations or agreements referred to therein); the shares of issued and
outstanding Common Stock set forth therein have been duly authorized and
validly issued and are fully paid, non-assessable and free of preemptive
rights; the Common Stock conforms to all statements relating thereto
contained in the Prospectus and the Shares, when issued and delivered in
accordance with this Agreement, will be duly and validly issued, fully paid
and non-assessable.

(j) Neither the Company nor any of its Subsidiaries is in violation of
its articles of incorporation or by laws or in default in the performance
or observance of any material obligation, agreement, covenant or condition
contained in any contract, indenture, mortgage, loan agreement, note, lease
or other instrument to which the Company or any of its Subsidiaries is a
party or by which it or any of them may be bound or to which any of the
property or assets of the Company or any of its Subsidiaries is subject,
the effect of which in the aggregate would result in a material adverse
change in the conduct of the business, financial condition, earnings,

5
<PAGE>

business affairs or business prospects of the Company and its Subsidiaries
considered as one enterprise; the execution, delivery and performance of
this Agreement, the Pricing Agreement, and the execution and delivery of
the Shares and the consummation of the transactions herein and therein
contemplated and the compliance by the Company with its obligations
hereunder and thereunder have been duly authorized by all necessary
corporate action and will not conflict with or constitute a breach of, or
default under, or result in the creation or imposition of any lien, charge
or encumbrance upon any property or assets of the Company or any of its
Subsidiaries pursuant to, any material contract, indenture, mortgage, loan
agreement, note, lease or other instrument to which the Company or any of
its Subsidiaries is a party or by which it or any of them may be bound, or
to which any of the property or assets of the Company or any of its
Subsidiaries is subject; nor will such action result in any violation on
the part of the Company or any of its Subsidiaries of any applicable law,
administrative regulation or administrative or court decree that would have
a material adverse effect on the Company and its Subsidiaries considered as
one enterprise, or of the provisions of the articles of incorporation,
bylaws or other corresponding organizational documents of the Company or
any of its Subsidiaries.

(k) No labor dispute with the employees of the Company or any of its
Subsidiaries exists or, to the knowledge of the Company, is imminent which
might be expected to result in a material adverse change in the conduct of
the business, financial condition, earnings, business affairs or business
prospects of the Company and its Subsidiaries considered as one enterprise.

(l) Except as otherwise described in the Registration Statement, there
is no action, suit or proceeding before or by any court or governmental
agency or body now pending, or, to the knowledge of the Company, threatened
against the Company or any of its Subsidiaries, which is required to be
disclosed in the Registration Statement or which is reasonably anticipated
to result in any material adverse change in the conduct of the business,
financial condition, earnings, business affairs or business prospects of
the Company and its Subsidiaries considered as one enterprise, or is
reasonably anticipated to materially and adversely affect the properties or
assets thereof or is reasonably anticipated to materially and adversely
affect the consummation of this Agreement or the Pricing Agreement; all
pending legal or governmental proceedings to which the Company or any
Subsidiary is a party or of which any of their property is the subject
which are not described in the Registration Statement, including ordinary
routine litigation incidental to the business, are, considered in the
aggregate, not material.

6
<PAGE>

(m) The Company and its Subsidiaries possess adequate certificates,
authorities or permits issued by the appropriate State or Federal
regulatory agencies or bodies necessary to conduct any material businesses
now operated by them, and neither the Company nor any of its Subsidiaries
has received any notice of proceedings relating to the revocation or
modification of any such certificate, authority or permit, except where, as
to such notification of proceedings, the failure to have any such
certificate, authority or permit would not have a material adverse effect
on the business, condition (financial or otherwise), earnings, business
affairs, or business prospects of the Company and its Subsidiaries
considered as one enterprise.

(n) No authorization, approval or consent of any court or governmental
authority or agency is required to be obtained by the Company or its
Subsidiaries in connection with the offering, issuance or sale of the
Shares hereunder or the consummation by the Company of any of the other
transactions contemplated hereby, except such as may be required under the
Securities Act, the Securities Act Regulations or state securities laws.

(o) This Agreement has been, and prior to the Closing Date the Pricing
Agreement will have been, duly executed and delivered by the Company.

(p) The Company and the Subsidiaries have good and marketable title
to, or valid and enforceable leasehold estates in, all items of real and
personal property which are stated in the Registration Statement and
Prospectus to be owned or leased by them, in each case free and clear of
all liens, encumbrances, claims, security interests and defects, other than
those the aggregate amount of which are referred to in the Registration
Statement and the Prospectus and other than those the aggregate amount of
which would not have a material adverse effect on the business, condition
or earnings of the Company and the Subsidiaries considered as one
enterprise.

(q) The Company and each Subsidiary have filed all Federal, state,
local and foreign tax returns which are required to be filed by any of them
or have requested extensions thereof and have paid all taxes shown on such
returns and all assessments received by any of them to the extent that the
same have become due.

SECTION 2. Sale and Delivery to You; Closing.
---------------------------------

(a) On the basis of the representations and warranties herein
contained and subject to the terms and conditions

7
<PAGE>

herein set forth, the Company agrees to sell to you and you agree to
purchase from the Company, at the price per share set forth in the Pricing
Agreement, the Initial Shares.

(i) If the Company has elected not to rely upon Rule 430A of the
Securities Act Regulations, the initial public offering price and the
purchase price per share to be paid by you for the Shares have each
been determined as set forth in the Pricing Agreement, dated the date
hereof, and an amendment to the Registration Statement and the
Prospectus will be filed before the Registration Statement becomes
effective.

(ii) If the Company has elected to rely upon Rule 430A of the
Securities Act Regulations, the purchase price per share to be paid by
you for the Shares shall be an amount equal to the initial public
offering price, less an amount per share to be determined by agreement
between you and the Company. The initial public offering price per
share of the Shares shall be a fixed price to be determined by
agreement between you and the Company. The initial public offering
price and the purchase price, when so determined, shall be set forth
in the Pricing Agreement. In the event that such prices have not been
agreed upon and the Pricing Agreement has not been executed and
delivered by all parties thereto by the close of business on the
fourth business day following the date of this Agreement, this
Agreement shall terminate forthwith, without liability of any party to
any other party, unless otherwise agreed to by the Company and you.

(b) In addition, on the basis of the representations and warranties
herein contained and subject to the terms and conditions herein set forth,
the Company hereby grants an option to you to purchase all or any part of
the Option Shares at the same price per share paid for the Initial Shares.
The option hereby granted will expire 30 days after the date of this
Agreement. The option hereby granted may be exercised only for the purpose
of covering over-allotments which may be made in connection with the
offering and distribution of the Initial Shares upon written notice by you
to the Company setting forth the number of Option Shares as to which you
are then exercising the option and the time, date and place of payment and
delivery for such Option Shares. Any such time and date of delivery (a
"Date of Delivery") shall be determined by you, but shall not be later than
five full business days after the exercise of said option, nor in any event
prior to Closing Time, as hereinafter defined, unless otherwise agreed upon
by you and the Company.

8
<PAGE>

(c) Payment of the purchase price for, and delivery of certificates
for, the Initial Shares shall be made at the offices of Brown & Wood, One
World Trade Center, New York, New York or at such other place as shall be
agreed upon by you and the Company, at 9:00 a.m., local time in New York on
the fifth business day following the date of the Pricing Agreement, or such
other time not later than ten business days after such date as shall be
agreed upon by you and the Company (such time and date of payment and
delivery being herein called "Closing Time"). In addition, in the event
that any or all of the Option Shares are purchased by you, payment of the
purchase price for, and delivery of certificates for, such Option Shares
shall be made at the above-mentioned offices of Brown & Wood, or at such
other place as shall be agreed upon by you and the Company, on each Date of
Delivery as specified in the notice from you to the Company. Payment shall
be made to the Company by certified or official bank check or checks drawn
in New York Clearing House funds or similar next day funds (unless the
Company requests payment in same day funds, in which case the Company shall
pay you for any costs associated with settlement in same day funds) payable
to the order of the Company, against delivery to you in New York City of
certificates for the Shares to be purchased by it. The certificates for
the Initial Shares and the Option Shares shall be in such denominations and
registered in such names as you may request in writing at least two full
business days before Closing Time or the relevant Date of Delivery, as the
case may be. The certificates for the Initial Shares and the Option Shares
will be made available for examination and packaging by you in New York
City not later than 2:00 p.m., local time in New York City, on the last
business day prior to Closing Time or the Date of Delivery, as the case may
be.

SECTION 3. Covenants of the Company. The Company covenants with you as
------------------------
follows:

(a) If the Company omitted information from the registration statement
relating to the Shares at the time it was originally declared effective in
reliance upon Rule 430A(a) of the Securities Act Regulations, the Company
shall provide evidence satisfactory to you and your counsel that the
Prospectus contains such information and has been filed with the Commission
pursuant to subparagraph (1) or (4) of Rule 424(b) or as part of a post-
effective amendment to such registration statement as originally declared
effective which has been declared effective by the Commission. The Company
will notify you immediately, and confirm the notice in writing, (i) of the
effectiveness of the Registration Statement and any amendment thereto
(including any post-effective amendment) and, if Rule 430A of the
Securities Act Regulations is being relied upon, of the filing of the
Prospectus pursuant to Rule 430A, (ii) of the receipt of any

9
<PAGE>

comments from the Commission, (iii) of any request by the Commission for
any amendment to such Registration Statement or any amendment or supplement
to the Prospectus or for additional information, and (iv) of the issuance
by the Commission of any stop order suspending the effectiveness of the
Registration Statement or the initiation of any proceedings for that
purpose. The Company will make every reasonable effort to prevent the
issuance of any stop order and, if any stop order is issued, to obtain the
lifting thereof at the earliest possible moment.

(b) The Company will give you notice of its intention to prepare or
file any amendment to the Registration Statement relating to the Shares
(including any post-effective amendment) or any amendment or supplement to
the Prospectus (including documents deemed to be incorporated by reference
into the Prospectus and including any revised prospectus which the Company
proposes for use by you in connection with the offering of the Shares which
differs from the prospectus on file at the Commission at the time the
Registration Statement becomes effective, whether or not such revised
prospectus is required to be filed pursuant to Rule 424(b) of the
Securities Act Regulations), will furnish you with copies of any such
amendment or supplement a reasonable amount of time prior to such proposed
filing or use, as the case may be, and will not file any such amendment or
supplement or use any such prospectus to which you or your counsel shall
reasonably object.

(c) The Company will deliver to you as many signed copies of the
Registration Statement as originally filed and of each amendment thereto
(including exhibits filed therewith or incorporated by reference therein
and including documents incorporated by reference into the Prospectus
pursuant to Item 12 of Form S-2 under the Securities Act) and such number
of conformed copies of the registration statement as originally filed and
of each amendment thereto (including documents incorporated by reference
into the Prospectus but without exhibits) as you may reasonably request.

(d) The Company will furnish to you, from time to time during the
period when the Prospectus is required to be delivered under the Securities
Act or the Exchange Act, such number of copies of the Prospectus (as
amended or supplemented, if applicable) as you may reasonably request for
the purposes contemplated by the Securities Act or the Exchange Act or the
respective applicable rules and regulations of the Commission thereunder.

(e) After the Closing Time and for so long as the Prospectus is
required to be delivered under the Securities Act or the Exchange Act, if
any event shall occur as a result

10
<PAGE>

of which it is necessary, in the reasonable opinion of your counsel, to
amend or supplement the Prospectus in order to make the Prospectus not
misleading in the light of the circumstances existing at the time it is
delivered to a purchaser, the Company will forthwith amend or supplement
the Prospectus (in form and substance satisfactory to your counsel) so
that, as so amended or supplemented, the Prospectus will not contain an
untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances existing at the time it is delivered to a purchaser, not
misleading, and the Company will furnish to you a reasonable number of
copies of such amendment or supplement.

(f) The Company, during the period when the Prospectus is required to
be delivered under the Securities Act or the Exchange Act, will file
promptly all documents required to be filed with the Commission pursuant to
Section 13, 14 or 15 of the Exchange Act subsequent to the time the
Registration Statement becomes effective.

(g) The Company will use its reasonable efforts, in cooperation with
you and your counsel, to qualify the Shares for offering and sale under the
applicable securities laws of such states and other jurisdictions of the
United States as you may reasonably designate provided that no such
qualification shall be required in any jurisdiction where, as a result
thereof, the Company would be subject to service of general process or
taxation or be required to qualify to do business as a foreign corporation
where it is not now so qualified. The Company will file such statements
and reports as may be required by the laws of such jurisdiction to continue
such qualification in effect for as long as may be required for the
distribution of the Shares.

(h) The Company will make generally available to its security holders
as soon as practicable, but not later than 60 days after the close of the
period covered thereby, an earnings statement (in form complying with the
provisions of Rule 158 of the Securities Act Regulations) covering a
twelve-month period beginning not later than the first day of the Company's
fiscal quarter next following the "effective date" (as defined in said Rule
158) of the Registration Statement.

(i) The Company will use the net proceeds received by it from the sale
of the Shares in the manner specified in the Prospectus under "Use of
Proceeds."

(j) If, at the time that the Registration Statement becomes effective,
any information shall have been omitted therefrom in reliance upon Rule
430A of the Securities Act Regulations, then immediately following the
execution of the

11
<PAGE>

Pricing Agreement, the Company will prepare, and file or transmit for
filing with the Commission in accordance with such Rule 430A and Rule
424(b) of the Securities Act Regulations, copies of the Prospectus, or, if
required by such Rule 430A, a post-effective amendment to the Registration
Statement (including an amended Prospectus), containing all information so
omitted.

(k) For a period of five years (but not beyond any such date on which
no Shares shall be outstanding) after the Closing Time, the Company will
furnish to you copies of all reports and communications delivered to the
Company's stockholders or to holders of the Shares as a class and will also
furnish copies of all reports (excluding exhibits) filed with the
Commission on forms 8-K, 10-Q and 10-K, and all other reports and
information furnished to its stockholders generally, not later than the
time such reports are first furnished to its stockholders generally.

(l) During a period of 90 days from the date hereof, the Company will
not, without your prior written consent, directly or indirectly, sell,
offer to sell, grant any option for the sale of, or otherwise dispose of,
any securities that are of the same or a similar class or series as the
Shares (except for Common Stock or options issued pursuant to reservations,
agreements, employee benefit plans, stock option plans or dividend
reinvestment and stock purchase plans).

SECTION 4. Payment of Expenses. The Company will pay all expenses incident
-------------------
to the performance of its obligations under this Agreement, including (i) the
printing and filing of the Registration Statement (including exhibits) as
originally filed and of each amendment thereto (including exhibits), (ii) the
preparation, issuance and delivery of the certificates for the Shares to you,
(iii) the fees and disbursements of the Company's counsel and accountants, (iv)
the qualification of the Shares under state securities and "blue sky" laws in
accordance with the provisions of Section 3(g) hereof, including filing fees and
the fees and disbursements of your counsel in connection therewith and in
connection with the preparation of the Blue Sky Survey, (v) the delivery to you
of copies of the Registration Statement as originally filed (including exhibits)
and of each amendment thereto, of the preliminary prospectuses, and of the
Prospectus and any amendments or supplements thereto (including exhibits), (vi)
the fee of the National Association of Securities Dealers, Inc. (the "NASD") for
inclusion of the Shares for quotation on the Nasdaq National Market, and (viii)
the examination fee of the NASD in connection with its review of the
arrangements, terms and conditions of the offering of the Shares. You shall pay
all expenses incident to the performance of your obligations under this
Agreement.

12
<PAGE>

If this Agreement is terminated by you in accordance with the provisions of
Section 5 (unless the failure to perform any condition set forth in Section 5 is
due to the default or omission of you or your counsel), or Section 9(a)(i), then
the Company shall reimburse you for all of your documented out-of-pocket
expenses, including the reasonable fees and disbursements of your counsel.

SECTION 5. Conditions of Your Obligations. Your obligations hereunder are
------------------------------
subject to the accuracy of the representations and warranties of the Company
herein contained at and as of the date hereof and the Closing Time, to the
performance by the Company of its obligations hereunder, and to the following
further conditions:

(a) The Registration Statement, including any post-effective
amendments required pursuant to Rule 430A(a), shall have become effective
not later than 5:30 p.m., local time in New York City, on the date hereof
or, with your consent, at a later time and date, not later, however, than
5:30 p.m., local time in New York City, on the first business day following
the date hereof, or at such later time and date as you may approve; if the
Prospectus or any amendment or supplement thereto is required to be filed
pursuant to Rule 424(b) of the Securities Act Regulations, the prospectus
and any such amendment or supplement shall be filed in the manner and
within the time period specified by Rule 424(b) of the Securities Act
Regulations; and at Closing Time or a Date of Delivery, as the case may be,
no stop order suspending the effectiveness of the Registration Statement
shall have been issued under the Securities Act or proceedings therefor
initiated or threatened by the Commission; if the Company has elected to
rely upon Rule 430A of the Securities Act Regulations, the price of the
Shares and any price-related information previously omitted from the
effective Registration Statement pursuant to such Rule 430A shall have been
transmitted to the Commission for filing pursuant to Rule 424(b) of the
Securities Act Regulations within the prescribed time period, and prior to
Closing Time the Company shall have provided evidence satisfactory to you
of such timely filing, or a post-effective amendment providing such
information shall have been promptly filed and declared effective in
accordance with the requirements of Rule 430A of the Securities Act
Regulations; and there shall not have come to your attention any facts that
would cause you to believe that the Prospectus at the time it was required
to be delivered to a purchaser of the Shares, contained an untrue statement
of a material fact or omitted to state a material fact necessary in order
to make the statements therein, in light of the circumstances existing at
such time, not misleading.

13
<PAGE>

(b) At Closing Time you shall have received:

(1) The favorable opinion, dated the Closing Time, of Hogan & Hartson
L.L.P., counsel for the Company, in form and substance satisfactory to your
counsel, to the effect that:

(i) The Company was incorporated and is validly existing and in
good standing under the laws of the State of Delaware, has corporate
power and corporate authority under its certificate of incorporation
and the Delaware General Corporation Law to own, lease and operate its
properties and to conduct its business as described in the Prospectus.

(ii) The Company is authorized to transact business as a foreign
corporation in the State of Connecticut; and is registered as a
savings and loan holding company under HOLA;

(iii) Each of the Subsidiaries other than Eagle Federal Savings
Bank (the "Bank") was incorporated and is validly existing and in good
standing under the laws of the State of Connecticut and the Bank is
validly existing as a federally-chartered stock savings bank; all of
the issued and outstanding capital stock of each of the Subsidiaries
has been duly authorized and validly issued and is fully paid and non-
assessable and is owned by the Company free and clear of any mortgage,
pledge, lien, encumbrance, claim or equity whatsoever;

(iv) The Company has all requisite corporate power and corporate
authority to enter into and perform as of the date of such opinion
this Agreement and the Pricing Agreement;

(v) This Agreement and the Pricing Agreement have each been
duly authorized, executed, and delivered by or on behalf of the
Company;

(vi) To the best of such counsel's knowledge, no authorization,
approval, consent, registration, declaration or filing, or order of
any court or governmental authority or agency is required on the part
of the Company in connection with the offering, issuance or sale of
the Shares by the Company to you under this Agreement or the Pricing
Agreement, except such as may be required under the Securities Act,
the Securities Act Regulations, the Exchange Act, the Exchange Act
Regulations or state securities laws;

(vii) The execution, delivery and performance as of the date of
such opinion of this Agreement and the

14
<PAGE>

Pricing Agreement do not conflict with or constitute a breach of, or
default under, the Articles of Incorporation or By-laws of the Company
or any material contract, indenture, mortgage, loan agreement, note,
lease or other instrument filed as an exhibit to the Regulation
Statement, or to the best of such counsel's knowledge, any law,
administrative regulation or court decree applicable to the Company
and its Subsidiaries;

(viii) The shares of Common Stock issued and outstanding prior
to the issuance of the Shares have been duly authorized and are
validly issued, fully paid and non-assessable and the form of
certificate used to evidence the Common Stock complies with the
requirements of Section 158 of the Delaware General Corporation Law;

(ix) The Registration Statement is effective under the
Securities Act and, to such counsel's knowledge, no stop order
suspending the effectiveness of the Registration Statement has been
issued under the Securities Act or proceedings therefor initiated or
threatened by the Commission;

(x) At the time the Registration Statement became effective,
and at the date of such opinion, the Registration Statement (other
than the financial statements, notes thereto, supporting schedules and
other financial and statistical data included or incorporated by
reference therein, as to which no opinion need be rendered) complied
as to form in all material respects with the requirements of the
Securities Act and the Securities Act Regulations;

(xi) The Shares conform in all material respects to the
description thereof set forth in the Prospectus under the caption
"Description of Capital Stock";

(xii) The information in the Prospectus under the caption
"Description of Capital Stock" and the information in the Company's
Annual Report on Form 10-K for the year ended under the caption
"Supervision and Regulation" to the extent that they constitute
matters of law or legal conclusions, has been reviewed by them and is
correct in all material respects;

(xiii) The Shares have been duly authorized by any necessary
corporate action on the part of the Company and, when issued by the
Company and delivered against payment of the purchase price therefor
specified in the Pricing Agreement, will be fully paid and non-
assessable, and are free of any statutory preemptive or, to such

15
<PAGE>

counsel's knowledge, any contractual rights to subscribe for, any of
the Shares. To such counsel's knowledge, no holders of shares of
Common Stock have the right to cause the registration of such shares
of Common Stock under the Registration Statement;

(xiv) To such counsel's knowledge, no default exists in the due
performance or observance of any obligation, agreement, covenant or
condition contained in any contract, indenture, mortgage, loan
agreement, note, lease or other instrument described or referred to in
the Registration Statement or filed or incorporated by reference as
exhibits thereto, in each case which would result in any material
adverse change in the business or the condition, financial or
otherwise or in the earnings, business affairs or business prospects
of the Company and its Subsidiaries considered as one enterprise;

(xv) Each document filed pursuant to the Exchange Act and
incorporated by reference in the Prospectus complied when so filed,
subject to any amendments thereto filed pursuant to the Exchange Act,
as to form in all material respects with the Exchange Act and the
Exchange Act Regulations, except such counsel need not express any
opinion as to the financial statements, notes thereto, supporting
schedules, and other financial and statistical data included or
incorporated by reference therein;

(xvi) The authorized, issued and outstanding capital stock of
the Company is as set forth in the Prospectus and the documents
incorporated by reference in the Prospectus as of the dates specified
in the Prospectus and the documents incorporated by reference therein.

(2) The favorable opinion, dated as of the Closing Time, of Brown &
Wood, your counsel, with respect to the matters set forth in (v), (ix), (x), and
(xi) of subsection (b)(1) of this Section.

(3) In giving their opinions required by subsections (b)(1) and (b)(2)
of this Section, Hogan & Hartson L.L.P. and Brown & Wood shall additionally
state that no facts have come to their attention that cause them to believe that
the Registration Statement (other than the financial statements, notes thereto,
supporting schedules and other financial and statistical information and data
included or incorporated by reference therein or omitted therefrom, as to which
no view need be expressed), at the time it became effective, or if an amendment
to the Registration Statement has been filed by the Company with the Commission
subsequent to the effectiveness of the Registration

16
<PAGE>

Statement, then at the time of the most recent such filing, contained an untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not misleading or
that the Prospectus (other than the financial statements, notes thereto,
supporting schedules and other financial and statistical information and data
included or incorporated by reference therein or omitted therefrom, as to which
no view need be expressed), as amended or supplemented at the date of the
Pricing Agreement and at Closing Time, included or includes an untrue statement
of a material fact or omitted or omits to state a material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading. Hogan & Hartson L.L.P. shall further
state that to such counsel's knowledge, (A) there are no contracts, indentures,
mortgages, loan agreements, notes, leases or other instruments required to be
described or referred to in the Registration Statement or to be filed as
exhibits thereto other than described or referred to therein or filed or
incorporated by reference as exhibits thereto; and (B) the descriptions thereof
or references thereto are correct in all material respect.

(c) At Closing Time, there shall not have been, since the date hereof or
since the respective dates as of which information is given in the Registration
Statement and the Prospectus, any material adverse change in the conduct of the
business, financial condition, earnings, business affairs or business prospects
of the Company and its Subsidiaries considered as one enterprise, whether or not
arising in the ordinary course of business, and you shall have received a
certificate of the Chief Executive Officer and of the Chief Financial Officer of
the Company, dated as of Closing Time, to the effect that (i) there has been no
such material adverse change, (ii) the representations and warranties in Section
1 are true and correct with the same force and effect as though expressly made
at and as of Closing Time, (iii) the Company has complied with all agreements
and satisfied all conditions on its part to be performed or satisfied at or
prior to Closing Time, and (iv) no stop order suspending the effectiveness of
the Registration Statement has been issued and no proceedings for that purpose
have been initiated or threatened by the Commission.

(d) There shall not have been any change after the date of this Agreement
in the articles of incorporation or by-laws of the Company adversely affecting
the rights of the holders of the Shares.

(e) At the time of the execution of this Agreement, you shall have received
from KPMG Peat Marwick a letter dated such date, in form and substance
satisfactory to you, to the effect that (i) they are independent public
accountants with respect to the Company and its subsidiaries within the meaning
of the Securities Act and the Securities Act Regulations; (ii) it is their
opinion that the financial statements and supporting schedules included or

17
<PAGE>

incorporated by reference in the Registration Statement and covered by their
opinion or opinions therein comply as to form in all material respects with the
applicable accounting requirements of the Securities Act and the Securities Act
Regulations; (iii) based upon limited procedures set forth in detail in such
letter, nothing has come to their attention which causes them to believe that
(A) the unaudited financial statements and supporting schedules of the Company
and the Subsidiaries included or incorporated by reference in the Registration
Statement and the Prospectus do not comply as to form in all material respects
with the applicable accounting requirements of the Exchange Act and the Exchange
Act Regulations or are not presented in conformity with generally accepted
accounting principles applied on a basis substantially consistent with that of
the audited financial statements included or incorporated by reference in the
Registration Statement, or (B) at a specified date not more than five days prior
to the date of this Agreement, there has been any change in the capital stock of
the Company or any increase in the consolidated long term debt of the Company
and the Subsidiaries or any decrease in total assets, earning assets or net
assets of the Company and the Subsidiaries, in each case as compared with the
amounts shown in the June 30, 1994 balance sheet included or incorporated by
reference in the Registration Statement or, during the period from June 30,
1994, to a specified date not more than five days prior to the date of this
Agreement, there were any decreases, as compared with the corresponding period
in the preceding year, in total interest income, net interest income, net
interest income after provision for loan losses, net income or net income per
share, except in all instances for changes, increases or decreases which the
Registration Statement and the Prospectus disclose have occurred or may occur;
and (iv) in addition to the examination referred to in their opinions and the
limited procedures referred to in clause (iii) above, they have carried out
certain specified procedures, not constituting an audit, with respect to certain
amounts, percentages and financial information which are included or
incorporated by reference in the Registration Statement and Prospectus and which
are specified by the Underwriter, and have found such amounts, percentages and
financial information to be in agreement with the relevant accounting, financial
and other records of the Company and the Subsidiaries identified in such letter.

(f) At Closing Time, you shall have received from KPMG Peat Marwick a
letter, dated as of Closing Time, to the effect that they reaffirm the
statements made in the letter furnished pursuant to subsection (e) of this
Section, except that the specified date referred to shall be a date not more
than five days prior to Closing Time.

(g) At Closing Time the Shares shall have been approved for listing on the
Nasdaq National Market, subject to official notice of issuance.

18
<PAGE>

(h) At Closing Time and at each Date of Delivery, if any, your counsel
shall have been furnished with such documents and opinions as they may
reasonably require for the purpose of enabling them to pass upon the issuance
and sale of the Shares as herein contemplated and related proceedings, or in
order to evidence the accuracy of any of the representations or warranties, or
the fulfillment of any of the conditions, herein contained; and all proceedings
taken by the Company in connection with the issuance and sale of the Shares as
herein contemplated shall be reasonably satisfactory in form and substance to
you and your counsel.

(j) In the event you exercise the option provided in Section 2(b) hereof to
purchase all or any portion of the Option Shares, the representations and
warranties of the Company contained herein and the statements in any
certificates furnished by the Company hereunder shall be true and correct as of
each Date of Delivery, and, at the relevant Date of Delivery you shall have
received such certificates, opinions and letters as your counsel shall request.

If any condition specified in this Section shall not have been fulfilled
when and as required by this Agreement to be fulfilled, this Agreement and all
your obligations hereunder may be cancelled by you by notifying the Company of
such cancellation in writing or by telegram at any time at or prior to the
Closing Date, and any such cancellation shall be without liability of any party
to any other party except as provided in Section 4 and provided further that
Sections 6 and 7 hereof shall survive such termination.

SECTION 6. Indemnification.
---------------

(a) The Company agrees to indemnify and hold you harmless and each person,
if any, who controls you within the meaning of Section 15 of the Securities Act
as follows:

(i) against any and all loss, liability, claim, damage and reasonable
expense, as incurred, arising out of any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement (or
any amendment thereto) including the information deemed to be part of the
Registration Statement pursuant to Rule 430A(b) of the Securities Act
Regulations, if applicable, or the omission or alleged omission therefrom
of a material fact required to be stated therein or necessary to make the
statements therein not misleading or arising out of any untrue statement or
alleged untrue statement of a material fact contained in any preliminary
prospectus or the Prospectus (or any amendment or supplement thereto) or
the omission or alleged omission therefrom of a material fact necessary in
order to make the statements therein, in the light of the circumstances
under which they were made, not misleading, unless (A) such statement or
omission of such alleged statement or omission was made in reliance upon
and in conformity with information

19
<PAGE>

furnished to the Company by you in writing expressly for use in the
Registration Statement (or any amendment thereto) or any such preliminary
prospectus or the Prospectus (or any amendment or supplement thereto); or
(B) as to any preliminary prospectus, you failed to send or give a copy of
the Prospectus, as the same may be amended or supplemented, to any person
within the time required by the Securities Act, and such untrue statement
or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact in such preliminary prospectus was
corrected in the Prospectus.

(ii) against any and all loss, liability, claim, damage and reasonable
expense, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission, if such settlement is effected with
the written consent of the Company; and

(iii) against any and all reasonable expense, as incurred, (including,
subject to subsection 6(c) hereof, the fees and disbursements of counsel
chosen by you), reasonably incurred in investigating, preparing or
defending against any litigation, or investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim
whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission, to the extent that any such expense
is not paid under (i) or (ii) above.

(b) You agree to indemnify and hold harmless the Company, its directors,
each of its officers and each person, if any, who controls the Company within
the meaning of Section 15 of the Securities Act against any and all loss,
liability, claim, damage and reasonable expense described in the indemnity
contained in subsection (a) of this Section, as incurred, but only with respect
to untrue statements or omissions, or alleged untrue statements or omissions,
made in the Registration Statement (or any amendment thereto) or any preliminary
prospectus or the Prospectus (or any amendment or supplement thereto), in
reliance upon and in conformity with written information furnished to the
Company by you expressly for use in the Registration Statement (or any amendment
thereto), any preliminary prospectus or the Prospectus (or any amendment or
supplement thereto).

(c) Each indemnified party shall give prompt notice to each indemnifying
party of any action commenced against it in respect of which indemnity may be
sought hereunder, but failure to so notify an indemnifying party shall not
relieve it from any liability which it may have otherwise than on account of
this indemnity agreement. An indemnifying party may participate at its own
expense in the

20
<PAGE>

defense of any such action. In no event shall an indemnifying party be liable
for the fees and expenses of more than one counsel separate from their own
counsel for all indemnified parties in connection with any one action or
separate but similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances. An indemnifying party shall not
be obligated to reimburse an indemnified party hereunder for any amount paid to
effect settlement of any action or claim unless such settlement shall have been
consented to in writing by the indemnifying party.

SECTION 7. Contribution. In order to provide for just and equitable
------------
contribution in circumstances in which the indemnity agreement provided for in
Section 6 is for any reason held to be unenforceable by the indemnified party
although applicable in accordance with its terms, the Company and you shall
contribute to the aggregate losses, liabilities, claims, damages and reasonable
expenses of the nature contemplated by said indemnity agreement incurred by the
Company and you, as incurred, in such proportions that you are responsible for
that portion represented by the percentage that the underwriting discount
appearing on the cover page of the Prospectus bears to the initial public
offering price appearing thereon and the Company is responsible for the balance;
provided, however, that no person guilty of fraudulent misrepresentation (within
- -------- -------
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section, each person, if any, who
controls you within the meaning of Section 15 of the Securities Act shall have
the same rights to contribution as you, and each director of the Company, each
officer of the Company, and each person, if any, who controls the Company within
the meaning of Section 15 of the Securities Act shall have the same rights to
contribution as the Company.

SECTION 8. Representations, Warranties and Agreements to Survive Delivery.
--------------------------------------------------------------
All representations, warranties and agreements contained in this Agreement, or
contained in certificates of officers of the Company submitted pursuant hereto,
shall remain operative and in full force and effect, regardless of any
investigation made by or on behalf of you or any controlling person, or by or on
behalf of the Company, and shall survive delivery of the Shares to you.

SECTION 9. Termination of Agreement.
------------------------

(a) You may also terminate this Agreement, by notice to the Company, at any
time at or prior to the Closing Time (i) if there has been, since the respective
dates as of which information is given in the Registration Statement, any
material adverse change in the conduct of the business, condition (financial or
otherwise), earnings, business affairs or business prospects of the Company and
it subsidiaries considered as one enterprise, whether or not

21
<PAGE>

arising in the ordinary course of business, (ii) if there has occurred any
outbreak of hostilities or escalation of any existing hostilities or other
calamity or crisis the effect of which on the financial markets of the United
States is such as to make it, in your reasonable professional judgment,
impracticable to market the Common Stock or to enforce contracts for the sale of
the Common Stock, or (iii) at the time of such notice of termination, if trading
in the Common Stock has been suspended by the Commission, or if trading or
quotation generally on either the American Stock Exchange or the New York Stock
Exchange or Nasdaq National Market has been suspended, or minimum or maximum
prices for trading have been fixed, or maximum ranges for prices for securities
have been required, by either of said Exchanges or Nasdaq National Market or by
order of the Commission or any other governmental authority, of if a banking
moratorium has been declared by either Federal or Connecticut authorities or
controls have been in effect for at least two consecutive business days.

(b) If this Agreement is terminated pursuant to this Section, such
termination shall be without liability of any party to any other party except as
provided in Section 4, and provided further that Sections 6 and 7 hereof shall
survive such termination.

SECTION 10. Notices. All notices and other communications hereunder shall
-------
be in writing and shall be deemed to have been duly given if mailed or
transmitted and received by any standard form of telecommunication. Notices to
you shall be directed to them c/o Keefe, Bruyette & Woods, Inc., Two World Trade
Center, 85th Floor, New York, NY 10048; attention Rosalind Walrath, Senior Vice
President; notices to the Company shall be directed to Eagle Financial Corp.,
222 Main Street, Bristol, Conn. 06010, attention President.

SECTION 11. Parties. This Agreement shall inure to the benefit of and be
-------
binding upon you and the Company and their respective successors. Nothing
expressed or mentioned in this Agreement is intended or shall be construed to
give any person, firm or corporation, other than you and the Company and their
respective successors and the controlling persons and officers and directors
referred to in Sections 6 and 7 and their heirs and legal representatives, any
legal or equitable right, remedy or claim under or in respect of this Agreement
or any provision herein contained. This Agreement and all conditions and
provisions hereof are intended to be for the sole and exclusive benefit of you
and the Company and their respective successors, and said controlling persons
and officers and directors and their heirs and legal representatives, and for
the benefit of no other person, firm or corporation. No purchaser of Shares
from you shall be deemed to be a successor by reason merely of such purchase.

22
<PAGE>

SECTION 12. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
-------------
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED IN SAID STATE.

If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the Company a counterpart hereof, whereupon this
instrument, along with all counterparts, will become a binding agreement between
the Underwriter and the Company in accordance with its terms.

Very truly yours,

EAGLE FINANCIAL CORP.

By:
---------------------------------
Name and Title

CONFIRMED AND ACCEPTED,
as of the date first above written:

KEEFE, BRUYETTE & WOODS, INC.

By:
--------------------------------
Senior Vice President

23
<PAGE>

EXHIBIT A

800,000 Shares

EAGLE FINANCIAL CORP.

(a Delaware corporation)

Common Stock

(Par Value $.01 Per Share)

PRICING AGREEMENT
-----------------

_______ __, 1994

KEEFE, BRUYETTE & WOODS, INC.
Two World Trade Center
85th Floor
New York, New York 10048

Dear Sirs:

Reference is made to the Underwriting Agreement, dated ________ __, 1994
(the "Underwriting Agreement"), relating to the purchase by you as underwriter
(the "Underwriter"), of the above shares of Common Stock (the "Initial Shares"),
of Eagle Financial Corp. (the "Company").

Pursuant to Section 2 of the Underwriting Agreement, the Company agrees
with the Underwriter as follows:

1. The initial public offering price per share for the Initial
Shares, determined as provided in said Section 2, shall be $____.

2. The purchase price per share for the Initial Shares to be paid by
the Underwriter shall be $____, being an amount equal to the initial public
offering price set forth above less $____ per share.

1
<PAGE>

Very truly yours,

EAGLE FINANCIAL CORP.

By:
-------------------------------
Name and Title

CONFIRMED AND ACCEPTED,
as of the date first above written:

KEEFE, BRUYETTE & WOODS, INC.

By:
--------------------------
Senior Vice President

<PAGE>

Exhibit 5

Hogan & Hartson L.L.P.
Columbia Square
555 Thirteenth Street, N.W.
Washington, D.C. 20004-1109
(202) 637-5600

September 12, 1994

Board of Directors
Eagle Financial Corp.
222 Main Street
Bristol, Connecticut 06010

Gentlemen:

We are acting as counsel to Eagle Financial Corp., a Delaware
corporation (the "Company"), in connection with its registration with the
Securities and Exchange Commission of 1,299,500 shares of the Company's common
stock, par value $.01 per share (the "Shares"). This opinion letter is furnished
to you at your request to enable you to fulfill the requirements of Item
601(b)(5) of Regulation S-K, 17 C.F.R. (S) 229.601(b)(5), in connection with
such registration.

For purposes of this opinion letter, we have examined copies of the
following documents:

1. An executed copy of the Company's Registration Statement on Form
S-2, as filed on August 9, 1994, and of Pre-Effective Amendment
No. 1 thereto, as being filed on the date hereof (collectively,
the "Registration Statement");

2. The Certificate of Incorporation of the Company, as certified by
the Secretary of the Company on the date hereof as then being
complete, accurate and in effect;

3. The Bylaws of the Company, as certified by the Secretary of the
Company on the date hereof as then being complete, accurate and in
effect;

4. The proposed form of underwriting agreement between the Company
and Keefe, Bruyette & Woods, Inc., as underwriter, as
<PAGE>

Board of Directors
Eagle Financial Corp.
September 12, 1994
Page 2

being filed as Exhibit 1 to the Registration Statement on the date
hereof (the "Underwriting Agreement"); and

5. Resolutions of the Board of Directors of the Company adopted on
July 26, 1994 and August 23, 1994, as certified by the Secretary
of the Company on the date hereof as then being complete, accurate
and in effect, relating to the issuance and sale of the Shares and
arrangements in connection therewith.

We have not, except as specifically identified above, made any
independent review or investigation of factual or other matters, including the
organization, existence, good standing, assets, business or affairs of the
Company. In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity, accuracy and completeness of all documents submitted to us, and
the conformity with the original documents of all documents submitted to us as
certified, telecopied, photostatic, or reproduced copies. This opinion letter
is given, and all statements herein are made, in the context of the foregoing.

This opinion letter is based as to matters of law solely on the
General Corporation Law of the State of Delaware. We express no opinion herein
as to any other laws, statutes, regulations, or ordinances.

Based upon, subject to and limited by the foregoing, we are of the
opinion that following (i) final action of the Pricing Committee of the Board of
Directors of the Company approving the price of the Shares, (ii) execution and
delivery by the Company and Keefe, Bruyette & Woods, Inc. of the Underwriting
Agreement, (iii) effectiveness of the Registration Statement, (iv) issuance of
the Shares pursuant to the terms of the Underwriting Agreement, and (v) receipt
by the Company of the consideration for the Shares specified in the resolutions
of the Board of Directors and the Pricing Committee referred to above, the
Shares will be validly issued, fully paid and nonassessable under the General
Corporation Law of the State of Delaware.

We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter. This opinion letter has been
prepared solely for your use in connection with the registration of the Shares
and should not otherwise be quoted in whole or in part or referred to, nor filed
with or furnished to any governmental agency or other person or entity, without
the prior written consent of this firm.
<PAGE>

Board of Directors
Eagle Financial Corp.
September 12, 1994
Page 3

We hereby consent to the filing of this opinion letter as Exhibit 5 to
the Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus constituting a part of the Registration
Statement. In giving this consent, we do not thereby admit that we are an
"expert" within the meaning of the Securities Act of 1933, as amended.

Very truly yours,

HOGAN & HARTSON L.L.P.

<PAGE>

Exhibit 10.16

AMENDMENT TO EMPLOYMENT AGREEMENT

AMENDMENT, dated as of July 26, 1994, among EAGLE FINANCIAL CORP. (the
"Company"), EAGLE FEDERAL SAVINGS BANK (the "Bank") and Ralph T. Linsley (the
"Employee")

WHEREAS, the Employee, the Company and the Bank have heretofore entered
into an Employment Agreement (the "Employment Agreement") dated as of April 1,
1994; and

WHEREAS, the parties desire to amend the Employment Agreement to reflect
that the Employee will resign from the offices of President and Chief Executive
Officer of the Company and Chief Executive Officer of the Bank effective
September 30, 1994, and as an executive employee of the Company and the Bank
effective December 31, 1994; and

WHEREAS, the Boards of Directors of the Company and the Bank have approved
and authorized the entry into this Agreement with the Employee;

NOW, THEREFORE, it is AGREED as follows:

1. The second sentence of Section 1 of the Employment Agreement is amended
to read as follows:

The Employee is employed as the Vice Chairman, President and Chief
Executive Officer of the Company and the Chairman and Chief Executive
Officer of the Bank from the date hereof through September 30, 1994.

2. Two new sentences are added following the second sentence of Section 1
of the Employment Agreement, as amended, to read as follows:

Effective October 1, 1994 through December 31, 1994, the Employee is
employed as the Vice Chairman of the Company, as the Chairman of the
Bank and as an executive employee of the Company and the Bank.
Effective January 1, 1995, the employment of the Employee under this
Agreement shall terminate, without affecting his positions as Vice
Chairman of the Company and as Chairman of the Bank, except that such
positions shall then be held by him in a non-employee-director
capacity.

3. A new sentence is added at the end of Section 3(b) of the Employment
Agreement, to read as follows:

The Employee shall be deemed to have satisfied the six-month written
notice requirement in connection with his resignation as an executive
employee of the Company and the Bank effective December 31, 1994.

<PAGE>

4. Effective October 1, 1994, the fifth sentence of Section 8(a) of the
Employment Agreement is amended to read as follows:

"Good Reason" shall include (i) a reduction in the position of the
Employee so that he is no longer the Vice Chairman of the Company, the
Chairman of the Bank and an executive employee of the Company and the
Bank or (ii) a material reduction in the position, authority, duties or
responsibilities of the Employee from those which existed prior to the
change in control.

5. Except as expressly amended hereby, the Employment Agreement shall
continue in full force and effect.

Attest: EAGLE FINANCIAL CORP.

/s/ Irene K. Hricko By /s/ Robert J. Britton
- ------------------------------- ----------------------------------
Secretary Executive Vice President

Attest: EAGLE FINANCIAL CORP.

/s/ Irene K. Hricko By /s/ Robert J. Britton
- ------------------------------- ----------------------------------
Secretary President

EMPLOYEE

/s/ Ralph T. Linsley
----------------------------------
Ralph T. Linsley

<PAGE>

Exhibit 10.17

AMENDMENT TO EMPLOYMENT AGREEMENT

AMENDMENT, dated as of July 26, 1994, among EAGLE FINANCIAL CORP. (the
"Company"), EAGLE FEDERAL SAVINGS BANK (the "Bank") and Robert J. Britton (the
"Employee")

WHEREAS, the Employee, the Company and the Bank have heretofore entered
into an Employment Agreement (the "Employment Agreement") dated as of April 1,
1994; and

WHEREAS, the parties desire to amend the Employment Agreement to reflect
that the Employee will become President and Chief Executive Officer of the
Company and Chief Executive Officer of the Bank effective October 1, 1994; and

WHEREAS, the Boards of Directors of the Company and the Bank have approved
and authorized the entry into this Agreement with the Employee;

NOW, THEREFORE, it is AGREED as follows:

1. The second sentence of Section 1 of the Employment Agreement is amended
to read as follows:

The Employee is employed as Executive Vice President of the Company and
the Vice Chairman, President and Chief Operating Officer of the Bank
from the date hereof through September 30, 1994.

2. A new sentence is added following the second sentence of Section 1
of the Employment Agreement, as amended, to read as follows:

Effective October 1, 1994 through the term of this Agreement, the
Employee is employed as the President and Chief Executive Officer of
the Company and the Vice Chairman, President and Chief Executive
Officer of the Bank.

3. Effective October 1, 1994, the fifth sentence of Section 8(a) of the
Employment Agreement is amended to read as follows:

"Good Reason" shall include (i) a reduction in the position of the
Employee so that he is no longer the President and Chief Executive
Officer of the Company and the Vice Chairman, President and Chief
Executive Officer of the Bank or (ii) a material reduction in the
position, authority, duties or responsibilities of the Employee from
those which existed prior to the change in control.

<PAGE>

4. Except as expressly amended hereby, the Employment Agreement shall
continue in full force and effect.

Attest: EAGLE FINANCIAL CORP.

/s/ Irene K. Hricko By /s/ R. T. Linsley
- ------------------------------- ----------------------------------
Secretary President and Chief Executive Officer

Attest: EAGLE FINANCIAL CORP.

/s/ Irene K. Hricko By /s/ R. T. Linsley
- ------------------------------- ----------------------------------
Secretary Chairman and Chief Executive Officer

EMPLOYEE

/s/ Robert J. Britton
----------------------------------
Robert J. Britton

<PAGE>

Exhibit 24

SIGNATURES

EAGLE FINANCIAL CORP.

By: /s/ Ralph T. Linsley
------------------------------------------------
Ralph T. Linsley
President, Chief Executive Officer and Director

POWER OF ATTORNEY

Know all Persons by These Presents, that each individual whose
signature appears below constitutes and appoints Ralph T. Linsley, Robert J.
Britton and Mark J. Blum and each of them, his or her true and lawful attorney-
in-fact and agent, with power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their, his or her
substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 9th day of August, 1994.

Signature Title
--------- -----

/s/ Frank J. Pascale Chairman of the Board
- ----------------------------
Frank J. Pascale

/s/ Ralph T. Linsley President, Chief Executive Officer and Director
- ---------------------------- (principal executive officer)
Ralph T. Linsley

/s/ Mark J. Blum Vice President and Chief Financial Officer
- ---------------------------- (principal financial and accounting officer)
Mark J. Blum

/s/ Richard H. Alden Director
- ----------------------------
Richard H. Alden

/s/ Robert J. Britton Executive Vice President and Director
- ----------------------------
Robert J. Britton
<PAGE>

/s/ George T. Carpenter Director
- ----------------------------
George T. Carpenter

/s/ Theodore M. Donovan Director
- ----------------------------
Theodore M. Donovan

/s/ Steven E. Lasewicz, Jr. Director
- ----------------------------
Steven E. Lasewicz, Jr.

/s/ Thomas V. LaPorta Director
- ----------------------------
Thomas V. LaPorta

/s/ John F. McCarthy Director
- ----------------------------
John F. McCarthy

/s/ Ernest J. Torizzo Director
- ----------------------------
Ernest J. Torizzo

<PAGE>

EXHIBIT 23.2

The Board of Directors
and the Shareholders
Eagle Financial Corp:

We consent to the use of our reports included herein and to the reference to our
Firm under the headings "Selected Financial and Other Data" and "Experts" in the
prospectus.

KPMG PEAT MARWICK LLP

Hartford, Connecticut
September 12, 1994

<PAGE>

Exhibit 23.3

CONSENT OF ERNST & YOUNG LLP

We consent to the reference to our firm under the captions "Experts" and
"Selected Financial and Other Data" and to the use of our report dated October
29, 1992, in Pre-Effective Amendment No. 1 to the Registration Statement (Form
S-2 No. 33-54981) and related Prospectus of Eagle Financial Corp. dated
September 12, 1994.

Ernst & Young LLP
Hartford, Connecticut
September 12, 1994