February 6, 1997

Board of Directors
The Savings Bank of Rockville
25 Park Street
Rockville, Connecticut 06066-0660

Dear Board of Directors;

The notice to effect a mutual holding company reorganization with The Savings Bank of Rockville (Mutual Bank) converting from a state-chartered mutual savings bank to a state- chartered mutual holding company, the organization of a stock savings bank owned by the holding company, and the transfer of substantially all assets and all liabilities to the stock savings bank has been reviewed by the Federal Deposit Insurance Corporation (FDIC) pursuant to 12 C.F.R. 303.15 and other pertinent FDIC regulations.

As part of the Notice, the Bank has requested, in accordance with 12 C.F.R. 333.4(a), waiver of a certain provision of the FDIC's regulations with respect to mutual-to-stock conversions, specifically, the depositor vote requirement (12 C.F.R. 333.4(d)(2)).

Under the Conversion Regulations, the Bank's waiver request is appropriate for consideration by the FDIC's Board of Directors under the "good cause" exception to the Conversion Regulations, 12 C.F.R. Section 333.4(a), rather than the "conflicts with State law" exception under 12 C.F.R. Section 333.4(b). The FDIC Board has determined that the depositor voting requirement in the Conversion Regulations does not present a conflict with Connecticut law, but rather is supplemental to Connecticut law and procedures for mutual-to-stock conversions.

The FDIC Board has considered the information provided by the Bank with respect to the commercial borrowings and commercial relationships of the respective corporators of the bank in light of the following standards presented in the preamble to the Conversion Regulations with respect to the waiver of the depositor voting requirement:

... on a case-by-case basis, the Board will consider waiving the depositor voting requirement if it is demonstrated, to the Board's satisfaction, that the alternative voting mechanism established under the applicable state law satisfies the concerns expressed above about the need for a vote on the conversion by parties that are not insiders and do not have a potential conflict of interest in reviewing the proposed conversion.

59 Fed. Reg. 61233, 61238 (November 30, 1994). Applying this standard, the FDIC Board has determined that a sufficient number of the Bank's corporators are not insiders and have no apparent potential for conflict of interest and that a majority of the independent corporators voted in favor of the Plan of Reorganization.

Based on the information and representations presented, the FDIC approves the waiver of the requirement for the depositor vote and plans to issue a letter of nonobjection to the proposed conversion transaction, provided that Mutual Bank satisfies the following conditions:

1. Mutual Bank must execute the enclosed Tolling Agreement and deliver it to this office no later than February 11, 1997.

2. Mutual Bank must receive final approval from the Connecticut Bank Commissioner of its establishment as a stock savings bank and for Mutual Bank to become a mutual holding company.

Provided that the Bank meets these conditions and provided further that there has been no significant alteration to the terms of the conversion transaction (by action of other regulators or otherwise) subsequent to the date of this letter, the FDIC will issue a letter of nonobjection to the proposed conversion transaction as well as an Order and Basis for the applications filed in conjunction with the Notice of Mutual Holding Company Conversion concerning deposit insurance and purchase and assumption of assets and liabilities.

Sincerely,

Lawrence E. Morgan, Jr,
Acting Associate Director

Enclosure

cc: Mr. William W. Bouton
Tyler Cooper & Alcom
CityPlace 35th Floor
185 Asylum Street
Hartford, Connecticut 06103-3488