Edgar Filing: SOUTHERN CONNECTICUT BANCORP INC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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Check the appropriate box:
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Rule 14a-6(e)(2))
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[ ] Definitive Additional Materials
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SOUTHERN CONNECTICUT BANCORP, INC.
(Name of Registrant as Specified In Its Charter)

N/A
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

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SOUTHERN CONNECTICUT BANCORP, INC.
215 Church Street
New Haven, Connecticut 06510
____________

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
AND PROXY STATEMENT

To Be Held on May 6, 2003
10:00 A.M.

______________________

Notice is hereby given that the Annual Meeting of Shareholders ("2003
Annual Meeting") of Southern Connecticut Bancorp, Inc. ("Bancorp" or "Company")
will be held at The Quinnipiack Club, 221 Church Street, New Haven, Connecticut
06510 at 10:00 A.M. on Tuesday, May 6, 2003 for the following purposes:

(1) To elect two directors each for a three-year term;

(2) To ratify the appointment of McGladrey & Pullen, LLP as
independent accountants for the year ending December 31, 2003;
and

(3) To transact such other business as properly may be brought before
the 2003 Annual Meeting.

The close of business on March 24, 2003 has been fixed as the record
date for the determination of shareholders entitled to notice of and to vote at
the 2003 Annual Meeting and at any adjournments thereof.

Whether or not you expect to be present at the meeting, please mark,
date, sign and return the enclosed form of proxy in the stamped and addressed
envelope provided. No postage is required. If you desire to vote your shares in
person at the meeting, your proxy will not be voted.

By Order of the Board of Directors

Joseph V. Ciaburri
Chairman and Chief Executive Officer

New Haven, Connecticut
April 7, 2003

SOUTHERN CONNECTICUT BANCORP, INC.
215 Church Street
New Haven, Connecticut 06510
_____________

PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 6, 2003
10:00 A.M.
_____________________

INTRODUCTION

This Proxy Statement ("Proxy Statement") is being furnished by Southern
Connecticut Bancorp, Inc. ("Bancorp" or "Company") in connection with the
solicitation by Bancorp's Board of Directors ("Board") of proxies from holders
of Bancorp's Common Stock, $0.01 par value ("Common Stock"), to be voted at the
Annual Meeting of Shareholders to be held on May 6, 2003 ("2003 Annual Meeting")
and at any adjournments thereof. The 2003 Annual Meeting will take place at
10:00 a.m. at The Quinnipiack Club, 221 Church Street, New Haven, Connecticut
06510. The approximate date on which this Proxy Statement and the enclosed proxy
are first being sent or given to shareholders is April 7, 2003. In addition to
solicitation by mail, directors, officers and certain management employees of
Bancorp or its subsidiary, The Bank of Southern Connecticut ("Bank"), may
solicit by telephone or in person, the return of signed proxies from
shareholders without additional remuneration thereof. All expenses associated
with the solicitation of proxies will be borne by Bancorp.

Any proxy given by a shareholder may be revoked at any time before its
exercise, and any shareholder who executes and returns a proxy and who attends
the 2003 Annual Meeting may withdraw the proxy at any time before it is voted
and vote his or her shares in person. A proxy may be revoked by giving notice to
the Secretary of Bancorp in writing (at Bancorp's address indicated above) or in
open meeting prior to the taking of a vote.

Unless so revoked, the proxy will be voted at the 2003 Annual Meeting,
and unless authorization to vote for the election of directors or for any
particular nominee is withheld, the shares represented by such proxy will be
voted FOR the nominees set forth in this Proxy Statement. If authorization to
vote for any nominee or nominees is withheld in a proxy, the votes of the shares
represented thereby will be distributed among the remaining nominees in the
manner determined by the persons named in the proxy, unless contrary
instructions are given. Other than for the election of directors, where a
plurality of the votes cast shall suffice for election, or as otherwise required
by law or regulation, the Certificate of Incorporation of Bancorp provides that
all matters requiring shareholder action must be approved by shareholders by a
majority of the votes cast. Any abstentions or broker non-votes will be
counted for purposes of determining whether a quorum is present but will not be
counted as votes cast.

The record date for determining shareholders entitled to notice of and
to vote at the 2003 Annual Meeting and any adjournments thereof has been set as
March 24, 2003 ("Record Date"). As of the Record Date, there were 966,667 shares
of Common Stock outstanding and entitled to vote at the 2003 Annual Meeting.
Each share of Common Stock is entitled to one vote multiplied by the number of
directors to be elected with respect to the election of directors and to one
vote on each other matter submitted to the 2003 Annual Meeting.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the
security ownership as of January 31, 2003 of the nominees for election to the
Board described in this Proxy Statement. (The nominees will be Class II
directors. Messrs. Jacobs and Sandman currently are serving as Class II
directors of Bancorp and directors of the Bank.)

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Name and Address of Beneficial Owner Amount and Nature of Beneficial Percent of Class
Ownership
-----------------------------------------------------------------------------------------------------
G. Leon Jacobs 3,000 0.3%
Tribal Manager, Mashantucket Pequot
Tribal Nation
Director of Bancorp and the Bank
198 Masons Island Road
Mystic, CT 06355

Joshua H. Sandman 10,750 1.1%
Director of Bancorp and the Bank
Vice President
Deitsch Plastic Co., Inc.
14 Farwell Street
P.O. Box 26005
West Haven, CT 06516

The following table sets forth certain information concerning the
security ownership as of January 31, 2003 of Bancorp's (other than the nominees
described above) and the Bank's directors and named executive officers:

Name and Address of Beneficial Owner Amount and Nature of Beneficial
Ownership Percent of Class
-----------------------------------------------------------------------------------------------------
Bancorp Directors (All Bancorp directors are also directors of the Bank)

Class I (Expires 2005)

Carl R. Borrelli 31,107 3.2%
All Brite Electric, Inc.
4 Industry Drive Ext.
P.O. Box 26004 West Haven, CT 06516

Juan Jose Alvarez de Lugo 52,874 5.5%
20 Huntington Drive
Branford, CT 06405

Alphonse F. Spadaro, Jr. 15,335 1.6%
Managing Principal
Levitsky & Berney, PC
100 Bradley Road
Woodbridge, CT 06525
Class III (Expires 2004)

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Joseph V. Ciaburri, Chairman 27,000(1) 2.8%
and Chief Executive Officer of Bancorp
and the Bank and Director of Bancorp and
the Bank
Southern Connecticut Bancorp, Inc.
215 Church Street
New Haven, CT 06510

Elmer F. Laydon, Vice Chairman and 68,084 7.0%
Director of Bancorp and the Bank
President
Elmer F. Laydon Construction Corp.
69 Wheeler Street
New Haven, CT 06512

Bank Directors

James S. Brownstein, Esq. 4,000 0.4%
Kantrovitz & Brownstein, P.C.
One Bradley Road, Suite 305
P.O. Box 3557
Woodbridge, CT 06525

Gary D. Mullin,(2) President and Chief 4,000 0.4%
Operating Officer of the Bank
The Bank of Southern Connecticut
215 Church Street
New Haven, CT 06510

Janette J. Parker 600 0.1%
13 Hughes Place
New Haven, CT 06511

W. Martyn Philpot, Jr., Esq. 666 0.1%
Law Offices of W. Martyn Philpot, Jr.
409 Orange Street
New Haven, CT 06511

--------

(1) Mr. Ciaburri also has the right to acquire up to 20,000 shares of Bancorp
Common Stock within sixty (60) days.

(2) Mr. Mullin left his positions with the Bank effective December 31, 2002.

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Name and Address of Beneficial Owner Amount and Nature of Beneficial Percent of Class
Ownership
-----------------------------------------------------------------------------------------------------

Alfred J. Ranieri, Jr., MD 29,200 3.0%
1455 Chapel Street
New Haven, CT 06511

J. Daniel Sagarin, Esq. 7,311 0.8%
Hurwitz & Sagarin, LLC
147 North Broad Street
P.O. Box 112 Milford, CT 06460

All directors and executive officers as a 253,927 26.3%
group

The following table sets forth certain information concerning those
persons known to Bancorp who own more than five percent of Bancorp's Common
Stock:

Name and Address of Beneficial Owner Amount and Nature of Beneficial Percent of Class
Ownership
-----------------------------------------------------------------------------------------------------
Saugatuck Partners, L.P. and certain 78,200 8.1%
affiliates(3)
1 Gorham Island
Westport, CT 06880

Elmer F. Laydon 68,084 7.0%
President
Elmer F. Laydon Const. Corp.
69 Wheeler Street
New Haven, CT 06512

Juan Jose Alvarez de Lugo 52,874 5.5%
20 Huntington Drive
Branford, CT 06405

PROPOSAL 1.
ELECTION OF DIRECTORS

Nominees

Two directors are to be elected at the 2003 Annual Meeting. The Board
is divided into three classes designated as Class I, Class II and Class III,
with each class containing approximately the same percentage of the total, as
near as may be. The term of office of one class of directors expires at each
annual meeting of Bancorp's shareholders. Directors serve for a term of three
years and until his or her successor is elected and qualified, or until his or
her earlier resignation, removal from office, death or disability. The initial
term of office of Class I directors expired at the annual meeting of
shareholders in 2002; that of Class II directors expires at the 2003 Annual
Meeting;

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

(3) The following Saugatuck affiliates are listed as owning Bancorp Common
Stock: Saugatuck Asset Management, LLC; Saugatuck Management Company, L.P.; and
Richard J. Galley, with respect to the shares of Common Stock directly owned by
Saugatuck Partners, L.P. and Saugatuck International, Ltd.

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and that of Class III directors shall expire at the annual meeting of
shareholders in 2004. A plurality of votes shall suffice for the election of
directors. Each of the nominees has consented to being named in this Proxy
Statement and to serve as a director if elected. Director nominees Jacobs and
Sandman currently are directors of Bancorp and the Bank. Each of Bancorp's other
directors also serves as a director of the Bank.

The persons named in the form of proxy to represent shareholders at the
2003 Annual Meeting are Alphonse F. Spadaro, Jr. and Janette J. Parker. It is
the intention of the persons named in the proxy to vote FOR the election of the
nominees named herein unless authority to vote is withheld with respect to one
or more nominees. In the event that any nominee for director should become
unavailable for election for any reason, the persons named in the proxy will
consult with Bancorp's management and use their discretion in deciding whether
and how to vote the shares represented by such proxies.

NOMINEES FOR ELECTION
(TO BE CLASS II DIRECTORS)

Name Age Position And Offices With Bancorp or the Bank Director
and Principal Occupation and Employment During Since
the Past Five Years
-----------------------------------------------------------------------------------------------------

G. Leon Jacobs 63 Director of Bancorp and the Bank; Tribal 2001
Manager, Mashantucket Pequot Tribal Nation

Joshua H. Sandman 59 Director of Bancorp and the Bank; Vice 2000
President, Deitsch Plastics (plastic
fabricating) and Professor, University of New
Haven; former Director of The Bank of New Haven

DIRECTORS CONTINUING IN OFFICE

Position And Offices With Bancorp or the Bank
and Principal Occupation and Employment During Director
Name Age the Past Five Years Since
-----------------------------------------------------------------------------------------------------
Class I

Carl R. Borrelli 66 Director of Bancorp and the Bank; Treasurer, 2000. To serve
All Brite Electric, Inc. until 2005.

Juan Jose Alvarez de 43 Director of Bancorp and the Bank; Director, 2001. To serve
Lugo Arquin Decoraciones until 2005.

Alphonse F. Spadaro, Jr. 61 Director of Bancorp and the Bank; managing 2001. To serve
principal of Levitsky & Berney, P.C. (public until 2005.
accounting firm)

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Class III

Joseph V. Ciaburri 73 Chairman, Chief Executive Officer and 2000. To serve
President of Bancorp and a director of Bancorp until 2004.
and the Bank; involved in organization of the
Bank since 1999; Director of Development of
Southern Connecticut State University from
July 1993 to August 1999; Mr. Ciaburri was
employed in commercial banking in the New
Haven area for over forty years, including as
President and Chief Executive Officer of two
area banks for a total of 16 years

Elmer F. Laydon 66 Director and Vice Chairman of Bancorp and the 2000. To serve
Bank; President, Elmer F. Laydon Construction until 2004.
Corp. (building contractor); former Chairman
of the Board of Directors of Shoreline Bank
and Trust Company

NON-DIRECTOR EXECUTIVE OFFICER

Michael M. Ciaburri 42 President, Chief Operating Officer and a director of the Bank(1);
founder and President of Ciaburri Bank Strategies, a bank
management consulting firm. Mr. Ciaburri was trained in banking in
New York City and London. He is a graduate of the Stonier Graduate
School of Banking at Georgetown University and the School of Bank
Administration at the University of Wisconsin, each three-year
banking programs. Mr. Ciaburri was employed as a commercial banker
for over 10 years

SIGNIFICANT EMPLOYEE

Position And Offices With Bancorp or the Bank and Principal
Occupation and Employment During the Past Five Years
Name Age
-----------------------------------------------------------------------------------------------------
Anthony M. Avellani 64 Interim Controller(2) of Bancorp and the Bank; Senior Accounting
Manager, Southington Savings Bank; Finance and Accounting Manager,
American Payment Systems, Inc.; Mr. Avellani has been employed in
banking for over 34 years

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

(1) Effective February 11, 2003.

(2) Mr. Avellani was retained as Interim Controller, effective November 25,
2002, after the departure of Bancorp's former Chief Financial Officer, Paul V.
Erwin.

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Family Relationships

Michael M. Ciaburri, the President and Chief Operating Officer and a
director of the Bank, is the son of Joseph V. Ciaburri, the Chairman and Chief
Executive Officer of Bancorp and the Bank and a director of Bancorp and the
Bank. Michael M. Ciaburri was unanimously elected to those positions by the
directors of Bancorp and the Bank on February 11, 2003, following the departure,
effective December 31, 2002, of Gary D. Mullin, the Bank's former President and
Chief Operating Officer. Joseph V. Ciaburri served as the interim President of
the Bank from January 14, 2003 until February 11, 2003.

Meetings and Committees of the Board

Bancorp has established standing nominating, audit and compensation
committees of the Board. The functions of the Nominating Committee include
recommending qualified candidates for director positions and evaluating the
performance of directors. The members of the Nominating Committee are Joseph V.
Ciaburri (Chair), Elmer F. Laydon and Joshua H. Sandman. The Nominating
Committee met once in 2002. The Nominating Committee will consider responsible
recommendations by shareholders of candidates to be nominated as directors of
Bancorp.

Bancorp's Audit Committee oversees all internal and external audit and
compliance functions. Both the internal auditor and the external auditor report
directly to the Audit Committee. In performing its functions, the Audit
Committee coordinates its activities with those of the Audit Committee of the
Bank. The current members of Bancorp's Audit Committee are Alphonse F. Spadaro,
Jr. (Chair), Elmer F. Laydon and Joshua H. Sandman. The Audit Committee met six
times during 2002. Effective January 14, 2003, the Audit Committee has adopted a
new written charter, which is attached hereto as Appendix A.
----------
Bancorp's Compensation Committee is responsible for determining the
compensation, including salaries, bonuses and other benefits, of Bancorp's and
the Bank's senior management. The Compensation Committee also is responsible for
determining compensation and benefits policies for the Bank. The current members
of the Compensation Committee of Bancorp are Elmer F. Laydon (Chair), Joshua
Sandman and Alphonse F. Spadaro. The Compensation Committee met four times in
2002.

The Board met fifteen (15) times in 2002. Director Alvarez de Lugo and
Director Nominee Jacobs attended fewer than seventy-five percent (75%) of the
aggregate of the total number of Board meetings and the total number of meetings
held by all committees of the Board on which they served (during the periods
that each has served as a director). The Board elects the directors of the Bank
following Bancorp's annual meeting.

SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires Bancorp's officers and directors, and persons who own more than ten
percent (10%) of Bancorp's Common Stock, to file reports of ownership and
changes in ownership of Bancorp's Common Stock with the Securities and Exchange
Commission ("SEC"). Officers, directors and greater than ten percent (10%)
beneficial owners are required by applicable regulations to furnish Bancorp with
copies of all forms they file pursuant to Section 16(a). Based solely upon a
review of the copies of the forms furnished to Bancorp, and written
representations from certain reporting persons that no Forms 5 were required,
Bancorp believes that two reporting persons, Juan Jose Alvarez de Lugo and Carl
Borrelli, failed to file on a timely basis reports required by Section 16(a) of
the Exchange Act during the most recent fiscal year or prior fiscal years. Mr.
Alvarez de Lugo failed to disclose on a Form 4 his acquisition of Bancorp Common
Stock on three separate occasions during 2002. Mr. Alvarez has since disclosed
those transactions on a Form 5. Mr. Borrelli failed to disclose on a Form 4 the
acquisition of Bancorp Common Stock by several of his family members. Mr.
Borrelli has an indirect beneficial interest in the Bancorp Common Stock owned
by those family members. Mr. Borrelli has since disclosed the transactions in
question on a Form 5.

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SUMMARY COMPENSATION TABLE

Annual Compensation Awards Long Term
Name and Year Other Annual Compensation
Principal Position Ended Salary ($) Bonus ($) Compensation ($) Stock Options (#)
------------------------------------------------------------------------------------------------------------------

Joseph V. Ciaburri 2002 151,587 5,000 2,566(1) -
Chairman and CEO and
Director of Bancorp 2001 89,246(2) - 42,029(3) 50,000
and the Bank 2000 - - 27,336(4) -

Gary D. Mullin(5)
Director, 2002 130,000 - - -
President and COO 2001 70,666(6) - 18,058(7) 20,000
of the Bank 2002 - - - -

Paul V. Erwin(8) 2002 94,615 - - -
Senior Vice President 2001 50,000(9) - - 5,000
and CFO of Bancorp 2000
and the Bank

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

(1) Represents the value of the personal usage of the automobile provided by
Bancorp, including insurance and taxes paid thereon.

(2) Represents Mr. Ciaburri's salary from May 2001 through December 2001.

(3) The amount includes $33,332 paid to Mr. Ciaburri for consulting fees, at
two-thirds salary, prior to the commencement of operations, $6,384 for his
automobile lease payments and property taxes and insurance for his vehicle, and
$2,313 for club dues.

(4) The amount includes $24,999 paid to Mr. Ciaburri for consulting fees, at
two-thirds salary, prior to the commencement of operations, and $2,337 paid for
club dues.

(5) Mr. Mullin left his position with the Bank effective December 31, 2002.

(6) Represents Mr. Mullin's salary from May 2001 through December 2001.

(7) Represents consulting fees paid to Mr. Mullin, at two-thirds salary,
prior to the commencement of operations.

(8) Mr. Erwin left his position with the Bank effective November 26, 2002.
The amounts reported in this table are for the period beginning January 1, 2002
and ending November 26, 2002.

(9) Represents Mr. Erwin's salary from June 2001 through December 2001.

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Employment and Change in Control Agreements

Bancorp and the Bank have entered into an employment agreement with Mr.
Ciaburri to serve as Chairman and Chief Executive Officer of Bancorp and the
Bank. The agreement has an initial term of five years commencing on the opening
of the Bank, but the employment agreement may be terminated by the Bank at the
end of four years upon six months' notice. At the end of the initial five-year
term and at the end of each extension, the remaining term is extended for an
additional one-year term unless either party gives the other six months' notice
of intent not to extend. Mr. Ciaburri receives an annual base salary of
$157,500, with annual adjustments based on changes in the consumer price index,
and an annual bonus as determined by the Board. Mr. Ciaburri is also entitled to
such bonuses and raises as the Board may determine. The Bank also pays for Mr.
Ciaburri's life insurance, although Bancorp is the named beneficiary under that
policy. Mr. Ciaburri also received options to purchase 50,000 shares of Common
Stock of Bancorp. Upon the termination of Mr. Ciaburri's employment (other than
termination for cause (as defined)), Mr. Ciaburri will continue to serve as a
director of Bancorp and the Bank with the title "Chairman Emeritus" and as a
consultant for a period of one year. Mr. Ciaburri will receive a consulting fee
of $60,000 plus supplemental health insurance during the consulting period.

If Mr. Ciaburri terminates his employment because his job
responsibilities are significantly reduced or because he is required to relocate
outside of New Haven or Fairfield counties or if his employment is terminated by
Bancorp and the Bank other than for cause (as defined) or his death or total
disability, Mr. Ciaburri will be entitled to continue to receive his then
current base salary for the balance of the term as then in effect. If Mr.
Ciaburri's position as Chairman of the Board and Chief Executive Officer ends or
his responsibilities are substantially reduced as a result of a business
combination (as defined), Mr. Ciaburri also would be entitled to receive a lump
sum payment equal to three times his then current base annual compensation.

An employment agreement with Michael Ciaburri has not been finalized
and approved as of the date of this Proxy Statement. The proposed employment
agreement that is being considered by the Bank and Bancorp would provide a base
salary of $130,000 through December 31, 2003. Each year thereafter, Michael
Ciaburri would receive an increase in his base salary of at least five percent,
with the final number each year to be determined by the Board of Directors of
the Bank. Michael Ciaburri would be eligible to receive merit bonuses at the
discretion of the Bank's Board. Michael Ciaburri would be reimbursed for
expenses and would be provided with health insurance, participation in the
Bank's profit sharing or 401(k) plan, an automobile and club membership. In the
event Michael Ciaburri's employment is terminated as a result of a business
combination, Mr. Ciaburri would receive a lump sum payment equal to three times
his base annual compensation at that time. Upon the effective date of his
employment agreement with the Bank, Michael Ciaburri would receive options to
purchase 20,000 shares of Bancorp Common Stock under the 2002 Plan.

The 2002 Stock Option Plan

Bancorp has adopted the 2002 Stock Option Plan (the "2002 Plan"). The
purpose of the 2002 Plan is to attract and retain the continued services of
employees and directors of Bancorp and the Bank, encourage employees and
directors to obtain or increase their stock ownership in Bancorp, and provide
incentive compensation programs competitive with those of other similarly
situated companies. An aggregate of 250,000 shares of Bancorp's Common Stock are
reserved for issuance upon the exercise of both incentive stock options and
nonqualified stock options granted Bancorp under the 2002 Plan. All eligible
employees and directors of Bancorp or any subsidiary of Bancorp, including the
Bank, are eligible to receive options under the 2002 Plan. The exercise price
for each share covered by an option may not be less than the fair market value
of a share of Bancorp's common stock on the date of grant. For incentive options
granted to a person who owns more than 10% of the combined voting power of
Bancorp or any subsidiary (a "10% shareholder"), the exercise price cannot be
less than 110% of the fair market value on the date of grant.

Options under the 2002 Plan will have a term of 10 years unless
otherwise determined at the time of grant, except that incentive options granted
to any 10% shareholder will have a term of five years unless a shorter term is
fixed. Unless otherwise fixed at the time of grant, 40% of the options will

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become exercisable one year from the date of grant, 30% of the options will
become exercisable two years from the date of grant, and 30% of the options will
become exercisable three years from the date of grant.

The 2001 Stock Option Plan

Bancorp adopted the 2001 Stock Option Plan (the "Option Plan"). Under
the Option Plan, an aggregate of 90,000 shares of Bancorp's Common Stock was
reserved for issuance upon the exercise of options granted under the Option
Plan. The Compensation Committee of the Board administers the Option Plan. The
Board has voted to terminate the Option Plan, except for outstanding options
previously granted under that Option Plan, effective as of May 15, 2002.

Warrant Plans

Bancorp has adopted a 2001 Warrant Plan and 2001 Supplemental Warrant
Plan (collectively, "Warrant Plans"). The Warrant Plans have been approved by
the Board in order to recognize the various contributions made by the directors
and organizers in organizing and leading Bancorp and the Bank. An aggregate of
60,000 and 40,000 shares of Bancorp's Common Stock was reserved for issuance
under the 2001 Warrant Plan and the 2001 Supplemental Warrant Plan,
respectively. Several directors of Bancorp and the Bank, but none of Bancorp's
named executive officers, have been awarded warrants pursuant to the Warrant
Plans.

Director Compensation

To date, no director of Bancorp who is not also an employee of Bancorp
or the Bank has received compensation for serving as a director of Bancorp or as
a member of any committee of its board.

-11-

Equity Compensation Plan Information

The following schedule provides information with respect to the
compensation plans (including individual compensation arrangements) under which
equity securities of Bancorp are authorized for issuance as of December 31,
2002:

------------------------------- ---------------------------- ---------------------------- ----------------------------
Plan Category Number of securities to be Weighted-average exercise Number of securities
issued upon exercise of price of outstanding remaining available for
outstanding options, options, warrants future issuance under
warrants and rights and rights equity compensation plans
(a) (b) (excluding securities
reflected in column (a))
------------------------------- ---------------------------- ---------------------------- ----------------------------

Equity compensation plan 2,500 $12.00 247,500
approved by security holders

------------------------------- ---------------------------- ---------------------------- ----------------------------
Equity compensation plans not 64,900 $12.00 0 (1)
approved by security holders

------------------------------- ---------------------------- ---------------------------- ----------------------------
Total 67,400 $12.00 247,500

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

The equity compensation plan approved by security holders referenced in
the chart, above, is the 2002 Plan. The plans not approved by security holders
are the Option Plan and the Warrant Plans.

REPORT BY THE AUDIT COMMITTEE

The Board, in its business judgment, has determined that each of the
members of the Audit Committee is independent, as required by the applicable
listing standards of the NASDAQ Stock Market, Inc.

In performing its function, the Audit Committee has:

o reviewed and discussed the audited financial statements of
Bancorp as of and for the year ended December 31, 2002 with
management and with McGladrey & Pullen, LLP, Bancorp's
independent auditors for 2002;

o discussed with Bancorp's independent auditors the matters
required to be discussed by Statement on Auditing Standards
No. 61, as currently in effect; and

o received the written disclosures and the letter from the
independent auditors required by Independence Standards
Board Standard No. 1 (Independence Discussions with Audit
Committees), as currently in effect, and has discussed with
the independent auditors the independent auditors'
independence. The Audit Committee has considered whether the
provision of non-audit services by the independent

-------
(1) The Option Plan was terminated on May 14, 2002.

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accountants to Bancorp is compatible with maintaining the
accountants' independence and has discussed with McGladrey &
Pullen, LLP their independence.

Based on the foregoing review and discussions, the Audit Committee
recommended to the Board that Bancorp's audited financial statements be included
in its Annual Report on Form 10-KSB for the year ended December 31, 2002 for
filing with the SEC.

THE 2002 AUDIT COMMITTEE

Alphonse F. Spadaro, Jr. (Chair)
Elmer F. Laydon
Joshua H. Sandman

Audit Committee Financial Expert

Bancorp's Board of Directors has determined that Bancorp has one Audit
Committee financial expert serving on its Audit Committee. That person is
Alphonse F. Spadaro, Jr. Mr. Spadaro is "independent," as that term is used in
Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In the normal course of business, the Bank may grant loans to executive
officers, directors and members of their immediate families, as defined, and to
entities in which these individuals have more than ten percent (10%) equity
ownership. Such loans are to be made in the ordinary course of business of the
Bank at substantially the same terms, including interest rates and collateral
requirements, as those then prevailing for comparable transactions with other
persons and are not to involve more than the normal risk of collectibility or
present other unfavorable features. As of December 31, 2002, the Bank had made a
loan in the amount of $400,000 to All Brite Electric, Inc., whose treasurer is
director Carl Borrelli. That loan was made in the ordinary course of business at
substantially the same terms, including interest rates and collateral
requirements, as those then prevailing for comparable transactions with other
persons and did not involve more than the normal risk of collectibility or
present other unfavorable features.

For the years ended December 31, 2002 and December 31, 2001, Bancorp
paid consulting fees and expenses to Ciaburri Bank Strategies of $118,155 and
$31,900 respectively, for loan originations and the attainment of accounts. A
principal of that company is Michael M. Ciaburri, currently the President and
Chief Operating Officer of the Bank and the son of Bancorp's Chairman and Chief
Executive Officer. Michael Ciaburri was not serving as the President and Chief
Operating Officer of the Bank at the time he rendered and was paid for the
services described above. The consulting agreement under which the above
referenced payments were made was terminated as of the effective date of Michael
Ciaburri's appointment as President and Chief Operating Officer of the Bank.

During 2002, in order to secure the former Taco Bell property located
at 1475 Whalley Avenue, New Haven as a site for the Bank's Amity office, Laura
Realty, a partnership 50% owned by director Elmer F. Laydon, entered into a
contract to purchase this property for $575,000. Prior to the closing, Laura
Realty transferred its rights in this contract to the Bank which then purchased
the property for $575,000. Laura Realty received no mark-up, profit or
compensation from this transaction. It was reimbursed $29,665 for actual
expenses such as legal fees, appraisal, engineering, and environmental study.
All bills were submitted and approved by Bancorp's Audit Committee Chairman.
There was no mark-up or profit on them. Elmer F. Laydon and Laura Realty did not
receive any compensation for his time.

Bancorp is a party to one five-year sublease agreement for excess
office space in its premises with Laydon and Company, LLC, the principal of
which is related to Bancorp's Vice Chairman.

-13-

PROPOSAL 2.
RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS

The Audit Committee of the Board has selected its current independent
accountants, McGladrey & Pullen, LLP, to audit the books, records and accounts
of Bancorp for the year ending December 31, 2003. This selection is being
presented to the shareholders for ratification at the 2003 Annual Meeting.

The firm of McGladrey & Pullen, LLP has served as Bancorp's independent
accountants since its organization and is considered to be well-qualified.
Bancorp has been advised by McGladrey & Pullen, LLP that it has no direct
financial interest nor any material indirect financial interest in Bancorp other
than that arising from the firm's employment as independent accountants.

If the shareholders do not ratify the selection of McGladrey & Pullen,
LLP, the selection of independent accountants will be reconsidered by the Audit
Committee.

Representatives of McGladrey & Pullen, LLP will be present at the 2003
Annual Meeting and will be provided the opportunity to make a statement and to
respond to appropriate questions which may be asked by shareholders.

McGladrey & Pullen, LLP performs both audit and non-audit professional
services for and on behalf of Bancorp. During 2002, the audit services included
an audit of the consolidated financial statements of Bancorp and a review of
certain filings with the SEC. All professional services rendered by McGladrey &
Pullen, LLP during 2002 were furnished at customary rates and terms.

The following table sets forth information regarding the aggregate fees
for services rendered by McGladrey & Pullen, LLP for the fiscal year ended
December 31, 2002:

Audit Fees $64,443
==========

Financial Information Systems Design and Implementation Fees $0
==========

All Other Fees
Primarily tax return preparation, Registration Statement on Form 10-SB, and $26,566
consultation on various accounting and reporting matters
==========

SHAREHOLDER NOMINATIONS AND
PROPOSALS FOR 2004 ANNUAL MEETING

Shareholders entitled to vote for the election of directors at the 2004
Annual Meeting may make nominations of individuals for election to the Board.
Such nominations shall be made in writing and shall be delivered or mailed and
received by the Secretary of Bancorp not less than 60 nor more than 90 calendar
days prior to such Annual Meeting, which is expected to be held on May 4, 2004.

Such written nominations shall contain the following information, to
the extent known to the nominating shareholder: (1) the name, age, business and
residence address of each proposed nominee; (2) the principal occupation or
employment of each proposed nominee; (3) the total number of shares of Common
Stock of Bancorp that are beneficially owned by each proposed nominee; (4) the
name and address of the nominating shareholder; (5) the total number of shares
of Common Stock of Bancorp owned by the nominating shareholder; (6) a
representation that the shareholder is a holder of record of stock of Bancorp
entitled to vote at such meeting and intends to appear in person or by proxy at
the meeting to nominate the person or persons specified in the notice; and (7) a
description of all arrangements or understandings between the shareholder and

-14-

each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by the
shareholders. Nominations by beneficial owners of Bancorp Common Stock who are
not record holders must be accompanied by evidence satisfactory to the Secretary
of Bancorp showing that such nominating persons are entitled to act with respect
to such shares. Nominations that are not made in accordance with these
procedures may be disregarded by the Chairperson of the meeting, in his or her
discretion, and upon his or her instructions, the vote tellers may disregard all
votes cast for such nominee.

Any proposal intended to be presented by a shareholder at the 2004
Annual Meeting which is not a nomination to the Board must be presented to
Bancorp in writing, and must be delivered to the Secretary of Bancorp not less
than 60 nor more than 90 calendar days prior to the 2004 Annual Meeting, which
is expected to be held on May 4, 2004. Such notice shall include: (1) a brief
description of the business desired to be brought before the Annual Meeting and
the reasons for conducting such business at the 2004 Annual Meeting; (2) the
name and address, as they appear on Bancorp's records, of the shareholder
proposing such business; (3) the number of shares of Common Stock which are
beneficially owned by the shareholder; and (4) any material interest of the
shareholder in such business.

Shareholder proposals for inclusion in the 2004 Proxy Statement and
form of proxy for the 2004 Annual Meeting must be received by the Secretary of
Bancorp on or before March 5, 2004.

Nominations and proposals should be addressed to Rosemarie A. Romano,
Secretary, Southern Connecticut Bancorp, Inc., 215 Church Street, New Haven,
Connecticut 06510. It is suggested that such nominations and proposals be sent
by Certified Mail-Return Receipt Requested.

OTHER MATTERS

As of the date of this Proxy Statement, the Board knows of no other
matters to be voted upon at the 2003 Annual Meeting. Because Bancorp did not
receive advance notice of any shareholder proposal in accordance with the time
limit specified in Rule 14a-4(c) under the Exchange Act, it will have
discretionary authority to vote on any shareholder proposal presented at the
2003 Annual Meeting. If any other matters properly come before the 2003 Annual
Meeting, it is the intention of the persons named in the enclosed proxy to vote
said proxy in accordance with their judgment on such matters.

ANNUAL REPORT ON FORM 10-KSB

BANCORP IS MAILING TO EACH PERSON ENTITLED TO VOTE AT THE 2003 ANNUAL
MEETING A COPY OF ITS ANNUAL REPORT ON FORM 10-KSB, FOR THE YEAR ENDED DECEMBER
31, 2002, INCLUDING THE FINANCIAL STATEMENTS AND EXHIBITS THERETO, ALONG WITH
THIS PROXY STATEMENT AND THE ENCLOSED PROXY, ON OR ABOUT APRIL 7, 2003.

By Order of the Board of Directors

Joseph V. Ciaburri
Chairman and Chief Executive Officer
New Haven, Connecticut
April 7, 2003

-15-

Appendix A

CHARTER OF THE AUDIT COMMITTEE
OF
THE BOARD OF DIRECTORS
OF
SOUTHERN CONNECTICUT BANCORP, INC.
AND
THE BANK OF SOUTHERN CONNECTICUT
(As of January 14, 2003)

Purpose and Composition
-----------------------

This Charter governs the operations of the Audit Committee.(1) The
Audit Committee shall consist of three or more independent directors as
determined by the Board of Directors. In making the determination as to whether
a particular director is independent of management, the Board of Directors shall
consider all relevant information.(2) In order to be considered to be
independent, an Audit Committee member may not, other than in his or her
capacity as a member of the Audit Committee, the Board of Directors, or any
other Board committee, accept any consulting, advisory, or other compensatory
fee from the Bank, or be an affiliated person of the Bank or any subsidiary of
the Bank. In addition, an Audit Committee member may not:

o have been an employee of the Bank or any of its affiliates in the
past three years;

o have received any payments from the Bank or any of its affiliates
in excess of $60,000 (except for Board service) in the current or
any of the past three fiscal years (the same prohibition applies
to non-employee family members);

o be a member of the immediate family of an executive officer of
the Bank or any of its affiliates in the past three years;

o be an executive officer, partner or controlling shareholder of a
business (including a not-for-profit business) that conducts
business with the Bank where the Bank received payments from or
made payments to that business in excess of 5% of the Bank's or
that business's gross revenues for that year, or $200,000,
whichever is greater, in the current or any of the past three
years;

o be employed as an executive of another entity where any of the
Bank's executives serve on that entity's compensation committee
at the current time or in the past three years; or

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

(1) Both the NYSE and the Nasdaq Stock Market have listing standards
applicable to companies listed on these exchanges that address audit committees
and other corporate-governance related matters, many of which are in the process
of being revised. Certain provisions contained in this Model Audit Committee
charter reflect some of these current or proposed listing standards.

Both the NYSE and the NASDAQ rules require that listed companies have a
formal written charter, See the NYSE Manual at ss. 303.Ol(B)(l) and Rule
4350(d)(l) of the Nasdaq Stock Market Rules. The charter is adopted by the full
Board of Directors. The provisions contained in this model Audit Committee
Charter may not be suitable to every bank. Please consult with a qualified
attorney to ensure that the Audit Committee Charter your Board of Directors
adopts is appropriate to your bank.

(2) Current FDIC regulations (applicable to banks in excess of $500 million)
require this determination. In particular, 12 C.F.R. Part 363 requires the Board
of a bank, when making this determination, to "consider", among other things,
whether the director (i) serves or served as a consultant, adviser, promoter,
underwriter, legal counsel or trustee of or to the bank or its affiliates, and
(ii) has outstanding extensions of credit from the bank or its affiliates.

-16-

o be a former partner or employee of the Bank's independent auditor
who worked on the Bank's audit engagement until three years after
such person's relationship with the audit firm ended.(3)

All Audit Committee members shall be able to read and understand
financial statements, including the balance sheet, income statement and cash
flow statement.(4) At least one member shall be a "financial expert". To be
considered a "financial expert", a person must have, through education and
experience,

o an understanding of generally accepted accounting principles and
financial statements;
o experience in:

o the preparation or auditing of financial statements of generally
comparable companies; and
o the application of such principles in connection with the
accounting for estimates, accruals, and reserves;

o experience with internal accounting controls; and
o an understanding of audit committee functions.

--------------
(3) These provisions appear in the proposed NASDAQ rules. The NYSE rules
define independent as having "no relationship to the company that may interfere
with the exercise of [the director's] independence from management and the
company." The NYSE rules emphasize that determinations of independence should
broadly consider all relevant facts and circumstances. The rules also mandate
that a company's Board of Directors affirmatively determine that a director
serving on the Audit Committee has no material relationship with the company
(either directly or as a partner, shareholder or officer of an organization that
has a relationship with the company). Current employees of a company or of its
current auditor have a material relationship with the company and may not,
therefore, be considered independent. A director who otherwise meets the
definition of independence but holds 20% or more of the company's stock (or who
is a general partner, controlling shareholder or officer of any such holder) may
not chair or be a voting member of the Audit Committee. Further, if an Audit
Committee member simultaneously serves on the Audit Committee of more than three
public companies and the NYSE-listed company does not limit the number of Audit
Committees on which its Audit Committee members may serve, then the Board must
make a determination that such simultaneous service would not impair the Audit
Committee member's ability to effectively serve on the company's Audit
Committee. The company must disclose this determination in its annual proxy
statement. Under the NYSE rules, independence also requires that five years pass
before a former employee of the company or its independent auditor, or a former
employee of any company whose compensation committee includes an officer of the
company, or an immediate family member of any of the above, may become an Audit
Committee member. Moreover, no director may be considered independent if he or
she is, or in the past five years has been, part of an interlocking directorate
in which an executive officer of the company serves on the compensation
committee of another company that employs the director.

(4) Thc NASDAQ rules require that Audit Committee members be able to do so at
the time of their appointment. The NYSE rules require "financial literacy", to
be determined by the Board, within a reasonable time following appointment to
the Audit Committee.

-17-

One member should have accounting expertise, and two members shall have
banking or related financial management expertise. No member of the Audit
Committee shall be a "large customer" of the Bank or represent a "large
customer". A "large customer" is defined as an individual or entity which, in
the determination of the Board of Directors, has such significant direct or
indirect credit or other relationships with the Bank that the termination of the
same would likely materially and adversely impact the Bank's financial condition
or the results of its operations.(5)

The members of the Audit Committee shall be elected by the Board of
Directors annually and shall serve until their successors are duly elected and
qualified. Unless a Chair is elected by the full Board of Directors, the members
of the Audit Committee may designate a Chair by majority vote of the full Audit
Committee membership.(6)

Statement of Policy

The Audit Committee shall provide assistance to the Board of Directors
in overseeing the financial reporting process, the systems of internal
accounting and financial controls, the performance and independence of the
external and internal auditors, and the annual independent audit of the Bank's
financial statements.(7)

The independent auditor for the Bank and the head of the internal audit
function shall report directly to the Audit Committee. The Audit Committee shall
have direct responsibility to select. compensate, evaluate and, where
appropriate, replace the independent auditor and the head of the internal audit
function. The Audit Committee shall be responsible for the resolution of any
disputes between management and the independent auditor regarding financial
reporting.

Responsibility and Processes

The primary responsibility of the Audit Committee is to oversee the
Bank's financial reporting process on behalf of the Board of Directors and
report the results of their activities to the Board of Directors. It is not the
duty of the Audit Committee to plan or conduct audits, to determine that the
Bank's financial statements are complete and accurate and are in accordance with
generally accepted accounting principles or to assure compliance with laws.
These are the responsibilities of management, the internal auditor and the
independent auditor. In carrying out its responsibilities, the Audit Committee's
policies and procedures should remain flexible in order to react to changing
conditions and circumstances.

The following shall be the principal recurring processes of the Audit
Committee in carrying out its oversight responsibilities. The processes are set
forth as a guide with the understanding that the Audit Committee may alter or
supplement them as appropriate.

1. Annually, the Audit Committee shall review the proposal for the appointment
of the Bank's independent auditor and the associated fees and formally approve
the appointment of the Bank's independent auditor. No independent auditing firm

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

(5) FDIC regulations provide that depository institutions with assets
exceeding $3 billion must have at least two Audit Committee members with
"banking or related financial management expertise" and may not have members who
are "large customers of the institution."

(6) The NYSE rules require the Chair to have accounting or related
financial management expertise.

(7) The Caremark case holds that the Board of Directors must attempt to
ensure that an adequate corporate information and reporting system exists. See
In re Caremark International Inc. Derivative Litigation, 698 A.2d 959 (Del. Ch.
1996). At many companies, this responsibility is largely delegated to the Audit
Committee, which is made responsible for review of systems and controls relating
to legal and ethical compliance programs, regulatory compliance and business
risk assessment. However, given the heightened role of Audit Committees, many
companies are considering delegating some of these functions to other committees
and having these committees periodically report to the Audit Committee or the
Board of Directors.

-18-

may be engaged to conduct the Bank's independent audit if a senior management
official of the Bank worked for the auditor on the Bank's audit in the one year
period prior to the new independent audit.

2. The Audit Committee shall discuss with the internal auditors and the
independent auditor the overall scope and plans for their respective audit
engagements.

3. The Audit Committee shall ensure that the independent auditor submits
annually a formal written statement delineating all relationships between the
independent auditor and the Bank. The Audit Committee is responsible for
engaging in a dialogue with the independent auditor with respect to such
disclosed relationships that may impact the objectivity and independence of the
independent auditor and recommending that the Board of Directors take
appropriate action to satisfy itself of the independent auditor's
independence.(8)

4. The Audit Committee shall establish policies and procedures for the
engagement of the independent auditor to provide non-audit services, and shall
approve in advance all non-audit services to be provided by the independent
auditor.

5. The Audit Committee shall discuss with management, the internal auditors and
the independent auditor the adequacy and effectiveness of the Bank's accounting
and financial records and system for monitoring and managing business risk and
legal compliance programs. Further, the Audit Committee shall meet separately
with the internal auditors and the independent auditor, with and without
management present, to discuss the results of their work.

6. The Audit Committee shall establish procedures for processing complaints,
including procedures for the receipt, retention, and treatment of complaints
received by the Bank regarding accounting, internal accounting controls, or
auditing matters, and the confidential, anonymous

7. (9)The Audit Committee shall review and discuss with management, the internal
auditor and the independent auditor the Bank' s interim financial results to be
included in the Bank's quarterly reports filed with the Securities and Exchange
Commission, and the matters required to be discussed by Statement on Auditing
Standards No.61 (Communications with Audit Committees), as it may be modified or
supplemented.(10)

8. The Audit Committee shall review with management and the independent auditor
the financial statements to be included in the Bank's Annual Report on Form 10-
K (or the annual report to shareholders if distributed prior to the filing of
Form 10-K),(11) as well as the auditor's judgment about the quality, not just
acceptability, of the Bank's accounting principles as applied in its financial
reporting.(12) The review shall also include a discussion of the reasonableness
of judgments and estimates made in the preparation of the financial statements
that may be viewed as critical, as well as the clarity of financial statement
disclosures. (13) In addition, the Audit Committee shall discuss the results of
the

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

(8) This paragraph follows the listing requirements of the NYSE and the
Nasdaq Stock Market. See the NYSE Manual at ss.303.01 (B)(I)(c) and Rule
4350(d)(l)(B) of the Nasdaq Stock Market Rules. Item 306(a)(3) of Regulation S-K
also requires that the Audit Committee's report disclose this discussion.

(9) Items 7-10 are applicable to publicly traded banks.

(10) This review should occur prior to the Bank's filing of the Form 10-Q
and, where possible, before the release of earnings reports.

(11) Item 306(a)(l) of Regulation S-K requires that the Audit Committee's
report disclose this discussion.

(12) The review of the quality of accounting principles is require by
Statement of Accounting Standards 61, as amended by Statement of Accounting
Standards 90.

(13) In a December 12, 2001 release entitled "Cautionary Advice Regarding
Critical Accounting Policies", the SEC announced its intention to consider
creating new rules to elicit more precise disclosure of accounting policies that

-19-

annual audit and any other matters required to be communicated to the Audit
Committee by the independent auditor under generally accepted auditing
standards, including the matters required to be discussed by Statement on
Auditing Standards No.6 1 (Communications with Audit Committees), as it may be
modified or supplemented.(14)

9. Based on its review and discussions of items 7 and 8, the Audit Committee
shall recommend to the Board of Directors whether the financial statements
should be included in the Annual Report on Form 10-K (or the annual report to
shareholders if distributed prior to the filing of Form 10-K).(15)

10. As a whole, or through the Chair, the Audit Committee shall review the
impact on the financial statements of significant events, transactions, or
changes in accounting principles or estimates which potentially affect the
quality of the financial reporting with management, the internal auditor and the
independent auditor prior to the filing of the Bank's Reports on Form l0-Q or
10-K, or as soon as practicable if the communications cannot be made prior to
its filing.(16)

11. The Audit Committee shall require the independent auditor to communicate
with the Audit Committee on a timely basis:

o all critical accounting policies and practices to be used;
o any accounting disagreements with management;
o all alternative treatments of financial information within
generally accepted accounting principles that have been
discussed with management, ramifications of the use off such
alternative disclosures and treatments, and the treatment
preferred by the independent auditors; and
o other material written communications between the independent
auditor and management, such as any management letter or
schedule of unadjusted differences

12. The Audit Committee shall review and reassess this Charter annually and
recommend any appropriate changes to the Board of Directors.(17)

The Audit Committee shall review with management and the independent
auditor any pending or threatened action by regulators or government agencies
and any employee complaints or published reports that raise material issues
regarding the Bank's financial statements or accounting policies. The Audit
Committee may request any officer or employee of the Bank or the Bank's counsel

-------------------
management believes most critical. Although the SEC has not yet promulgated such
rules, it did indicate in that release that Audit Committees should review the
selection, application and disclosure of such policies prior to finalizing and
filing annual reports. See Release Nos. 33-8040; 34-45 149; FR-60. Many issuers
have responded with enhanced disclosures about the judgments and estimates that
they perceive to be most critical.

14 Item 306(a)(2) of Regulation S-K requires that the Audit Committee's
report disclose this discussion.

15 Item 306(a)(4) of Regulation S-K requires that the Audit Committees
prepare a report that includes this disclosure.

16 The review of the impact of significant events is required b Statement
of Accounting Standards 90

17 Both the NYSE and the Nasdaq Stock Market require the NYSE Manual at ss.
303.0l(B)(I) and Rule 4350(d)(l) of the Nasdaq Stock the charter provide for an
annual performance evaluation of the Audit Corn

-20-

or independent auditor to attend a meeting of the Audit Committee or to meet
with any members of, or consultants to, the Audit Committee. The Audit Committee
shall also have the resources and authority appropriate to discharge its
responsibilities, including the authority to engage its own counsel and other
advisors and determine the appropriate funding to compensate the Bank's
independent auditor and any advisors employed by the Audit Committee.

Reports

1. The Audit Committee shall prepare or cause the preparation of the
report required by the rules of the Securities and Exchange Commission for
inclusion in the Bank's annual proxy statement.(18)

2. The Committee shall submit any recommendation for changes to the
Audit Committee Charter to the full Board of Directors for approval.

3. The Audit Committee shall maintain minutes of its meetings and
regularly report its activities to the Board of Directors.

Reliance on Information Provided

In adopting this Audit Committee Charter, the Board of Directors
acknowledges that the Audit Committee members are not employees of the Bank and
are not providing any expert or special assurance as to the Bank's financial
statements or any professional certification as to the independent auditor's
work or auditing standards. Each member of the Audit Committee shall be entitled
to rely on the integrity of those persons and organizations within and outside
the Bank that provide information to the Audit Committee and the accuracy and
completeness of the financial and other information provided to the Audit
Committee by such persons or organizations absent actual knowledge to the
contrary.

----------------
18 For publicly-traded banks, Item 7(d)(3)(i) of Schedule 14(a)
'Information Required in Proxy Statement") requires that the Bank's annual proxy
statement include the report of the Audit Committee described in Item 306 of
Regulation S-K.

-21-

REVOCABLE PROXY
SOUTHERN CONNECTICUT BANCORP, INC.

|X| PLEASE MARK VOTES AS IN THIS EXAMPLE

PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS FOR ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD MAY 6, 2003

The undersigned hereby appoints Alphonse F. Spadaro, Jr. and Janette J. Parker
as proxies for the undersigned with full powers of substitution to vote all
shares of the Common Stock, par value $0.01 (the "Common Stock"), of Southern
Connecticut Bancorp, Inc. ("Bancorp") which the undersigned may be entitled to
vote at the Annual Meeting of Shareholders ("2003 Annual Meeting") of Bancorp to
be held at The Quinnipiack Club, 221 Church Street, New Haven, Connecticut
06510, at 10:00 A.M., on May 6, 2003, or any adjournment thereof as follows:

The undersigned acknowledges receipt of the Notice of the 2003 Annual Meeting
and Proxy Statement.

Please be sure to sign and date ---------------------------
this Proxy in the box below. | Date |
-----------------------------------------------------------------
| |
| |
--Shareholder sign above----------Co-holder (if any) sign above--

With- For All
For hold Except
1. Election of directors. Proposal to elect [ ] [ ] [ ]

G. Leon Jacobs and Joshua H. Sandman

INSTRUCTION: To withhold authority to vote for any individual
nominee, mark "For All Except" and write that nominee's name
in the space provided below.

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

With- For All
For hold Except
2. Proposal to ratify the appointment of [ ] [ ] [ ]
McGladrey & Pullen, LLP as independent
accountants for the year ending December
31, 2003.

In their discretion the proxies are authorized to vote upon such other business
as may properly come before the 2003 Annual Meeting, or any adjournment thereof.

PLEASE CHECK BOX IF YOU PLAN TO ATTEND [ ]
THE MEETING.

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

Detach above card, sign, date and mail in postage paid envelope provided.

SOUTHERN CONNECTICUT BANCORP, INC.
--------------------------------------------------------------------------------

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE SHAREHOLDER. IF NO DIRECTION IS SPECIFIED, THIS PROXY WILL BE VOTED "FOR"
THE ELECTION OF ALL NOMINEES LISTED IN PROPOSAL 1 AND 2. WITH RESPECT TO THE
ELECTION OF DIRECTORS, THE VOTES ENTITLED TO BE CAST BY THE SHAREHOLDER WILL BE
DIVIDED AMONG THE NOMINEES FOR WHOM THE PROXIES ARE AUTHORIZED TO VOTE IN SUCH
MANNER AS MAY BE DETERMINED BY THE PROXIES.

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney,
executor, administrator, trustee, guardian or for a corporation, please give
your full title as such. If shares are owned jointly, both owners should sign.

PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
--------------------------------------------------------------------------------

IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.

____________________________________________________