Exhibit 10.5

SUPPLEMENTAL SAVINGS AND RETIREMENT PLAN
OF
ROCKVILLE BANK

As Amended and Restated Effective December 31, 2007

SUPPLEMENTAL SAVINGS AND RETIREMENT PLAN
OF
ROCKVILLE BANK

As Amended and Restated Effective December 31, 2007

ARTICLE I
PURPOSE AND EFFECTIVE DATE

1.01 Purpose . Rockville Bank (the “Bank”) and Rockville Financial, Inc. (the “Company”) established this Supplemental Savings and Retirement Plan of Rockville Bank (the “Plan”) effective May 23, 2005 to provide retirement benefits for certain current and former employees which are not provided under the Retirement Plan of Rockville Bank, the Rockville Bank 401(k) Plan or the Rockville Bank ESOP, because of limitations under the Code. This Plan document embodies two separate plans for purposes of ERISA: (a) one plan constituting an “excess benefit plan,” as defined in Section 3(36) of ERISA, providing the benefits and contributions that cannot be provided under certain qualified plans of the Employer by reason of Section 415 of the Code, and (b) the other plan providing the balance of the benefits payable under this Plan, including those benefits that cannot be provided under certain qualified plans of the Bank by reason of Section 401(a)(17) of the Code and certain other benefits as described herein. This document represents a complete restatement of the Plan effective as of December 31, 2007.

1.02 Effective Date . The Plan is effective as of May 23, 2005. This amendment and restatement of the Plan is effective as of December 31, 2007.

ARTICLE II
DEFINITIONS

Wherever used in this Plan, unless the context clearly indicates otherwise, the following terms shall have the following meanings:

2.01 “ Actuarial Equivalent or Actuarially Equivalent ” shall mean equivalence in value between two or more forms determined on the basis of the assumptions used in the Retirement Plan for determining actuarial equivalence between different forms of benefit at the time of such determination.

2.02 “Annual Additions” shall have the same meaning as set forth in Section 415(c)(2) of the Code.

2.03 “ Annuity” shall mean a form of benefit payment that (a) provides a series of substantially equal periodic payments, payable not less frequently than annually, for the life (or life expectancy) of the Member or the joint lives (or life expectancies) of the Member and his

Beneficiary; and (b) is a form of annuity made available under the Retirement Plan at the Benefit Commencement Date that is Actuarially Equivalent to a straight life annuity.

2.04 “Beneficiary” shall mean, with respect to the Supplemental Savings Benefit, the person or persons entitled to a benefit under the 401(k) Plan upon the Member’s death. With respect to the Supplemental Pension Benefit, the term shall mean the person or persons entitled to a benefit under the Retirement Plan upon the Member’s death.

2.05 “ Benefit Commencement Date ” shall mean the date on which payment of a Member’s Supplemental Pension Benefit, if any, commences to the Member or the Member’s spouse as provided in Article V of this Plan.

2.06 “Board of Directors” shall mean the Board of Directors of Rockville Bank.

2.07 “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

2.08 “Compensation” shall have the same meaning as provided in the 401(k) Plan, but without the limitation imposed by Section 401(a)(17) of the Code, including, however, amounts deferred by the Member under this Plan during a Plan Year and excluding any amounts paid during a Plan Year under any nonqualified deferred compensation plan within the meaning provided by Section 409A of the Code.

2.09 “Credited Service” shall have the same meaning as provided in the Retirement Plan.

2.10 “Employee” shall mean a person in the employ of the Employer. Individuals who are considered by the Employer to be independent contractors or non-benefits employees, even if they are determined to be employees of the Employer for any other purpose, shall not be eligible to participate in the Plan. The characterization in the Employer’s records of the relationship between the individual and the Employer shall be conclusive as to the individual’s status for purposes of this Plan.

2.11 “Employer” shall mean Rockville Bank and its subsidiaries and any successor which shall maintain this Plan and any predecessor which has maintained this Plan.

2.12 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

2.13 “ESOP” shall mean the Rockville Bank Employee Stock Ownership Plan, as amended from time to time.

2.14 “ESOP Acquisition Loan” shall mean a loan or other extension of credit incurred by the trustee of the ESOP in connection with the purchase of common stock of the Employer on behalf of the ESOP.

2.15 “401(k) Plan” shall mean the Rockville Bank 401(k) Plan, as amended from time to time.

2.16 “Fund” or “Funds” shall mean the investment fund(s) available under the 401(k) Plan from time to time.

2.17 “Member” shall mean any Employee who meets the eligibility requirements of Article III or has earned a benefit under this Plan even if he or she no longer is eligible to earn additional benefits hereunder.

2.18 “Plan” shall mean the Supplemental Savings and Retirement Plan of Rockville Bank, set forth in and by this document, as amended from time to time.

2.19 “Plan Administrator” shall mean the Human Resources Committee of the Board of Directors of Rockville Bank, except that any action authorized to be taken by the Plan Administrator may also be taken by any committee or person(s) duly authorized by the Human Resources Committee of the Board of Directors or the duly authorized delegees of such duly authorized committee or person(s).

2.20 “Plan Year” shall mean a period of one year commencing with January 1; provided, however, that the first plan year shall mean the period commencing on the Effective Date and ending on the next succeeding December 31.

2.21 “Retirement Plan” shall mean the Retirement Plan for Employees of Rockville Bank, as amended from time to time.

2.22 “SERP” shall mean the Supplemental Executive Retirement Plan of Rockville Bank, as amended from time to time.

2.23 “ Specified Employee” shall mean an employee who satisfies the requirements for being designated a “key employee” under Section 416(i)(1)(A)(i), (ii) or (iii) of the Code without regard to Section 416(i)(5) of the Code at any time during a calendar year, in which case such employee shall be considered a Specified Employee for the twelve-month period beginning on the first day of the fourth month immediately following the end of such calendar year.

2.24 “Supplemental Pension Benefit” shall mean the benefit determined in accordance with the provisions of Article V.

2.25 “Supplemental Savings Account” shall mean the account, which shall only be a bookkeeping account, established on behalf of a Member in accordance with the provisions of Article IV.

2.26 “Supplemental Savings Benefit” shall mean the benefit determined in accordance with the provisions of Article IV.

ARTICLE III
ELIGIBILITY TO PARTICIPATE

3.01 Membership . Each eligible Employee shall become a Member of the Plan as of the date he or she meets the eligibility requirements set forth in Articles IV and V and, in the case of benefits provided under Article IV, completes the applicable Supplemental Savings Agreement as described in Section 4.04.

3.02 Termination of Membership . An individual shall cease to be a Member of the Plan as of the date he or she ceases to meet the above eligibility requirements; provided, however, that accrued benefits as of such date shall not be reduced and shall be paid as provided herein.

ARTICLE IV
SUPPLEMENTAL SAVINGS BENEFIT

4.01 Eligibility .

     (a)  401(a)(17) Credits . An Employee shall be eligible to participate in the Plan with respect to the 401(a)(17) Credits provided under Article IV if:

	(i)		the Employee is a member of a “select group of management or highly compensated employees,” as that phrase is used in Sections 201, 301, and 401 of ERISA;
	(ii)		the Employee is a participant in the 401(k) Plan and/or the ESOP; and
	(iii)		the Employee is so designated by the Employer.

     (b)  415 Credits . An Employee shall be eligible to participate in the Plan with respect to the 415 Credits provided under Article IV if:

	(i)		the Employee is a participant in the 401(k) Plan and/or the ESOP; and
	(ii)		the Employee is so designated by the Employer.

     (c)  Discretionary Credits . An Employee shall be eligible to participate in the Plan with respect to Discretionary Credits provided under Article IV if:

(i) the Employee is a member of a “select group of management or highly compensated employees,” as that phrase is used in Sections 201, 301, and 401 of ERISA; and

(ii) the Employee is so designated by the Employer.

4.02 Supplemental Savings Benefit . A Member’s Supplemental Savings Benefit shall be equal to one or more of the following credits, plus Adjustments to Accounts determined pursuant to Section 4.05:

	(a)		401(a)(17) Credits.
	(b)		415 Credits.
	(c)		Discretionary Credits.

The terms “401(a)(17) Credits” and “415 Credits” are defined in Section 4.03(c). The term “Discretionary Credits” is defined in Section 4.03(d).

4.03 Supplemental Savings Credits . A Member’s 401(a)(17) and 415 Credits for any Plan Year shall consist of the sum of (a), (b), (c) and (d):

          (a) The percentage of Compensation, up to 50%, that the Member has elected to defer on a before-tax basis and have credited under this Plan as provided under Section 4.04, reduced by the amount of the before-tax contributions that such Member has elected under the 401(k) Plan, but only to the extent such Member is prevented from making contributions to the 401(k) Plan to the maximum percentage of Compensation permitted under the 401(k) Plan by operation of one or both of the following limitations under the Code: (i) the limitation on Compensation under Section 401(a)(17) of the Code; and (ii) the limitation on Annual Additions under Section 415(c) of the Code.

          (b) With respect to any Member who is eligible for matching contributions under the 401(k) Plan, for each payroll period in which such Member elects to defer an amount under subsection (a) above, a matching credit by the Employer equal to the excess of (i) over (ii), where:

(i) equals the matching contribution that would have been made under the 401(k) Plan had such amount been deferred under the 401(k) Plan if the 401(k) Plan were administered without regard to one or both of the following limitations under the Code: (A) the limitation on Compensation under Section 401(a)(17) of the Code; and (B) the limitation on Annual Additions under Section 415(c) of the Code; and

(ii) equals the matching contribution actually made by the Employer on behalf of the Member under the 401(k) Plan for such payroll period.

          (c) With respect to any Member who is eligible for Employer safe harbor contributions under the 401(k) Plan other than matching contributions, a safe harbor contributions credit equal to the excess of (i) over (ii), where:

(i) equals the safe harbor contribution that would have been made under the 401(k) Plan if the 401(k) Plan were administered without regard to one or both of the following limitations under the Code: (A) the limitation on Compensation under Section 401(a)(17)

of the Code; and (B) the limitation on Annual Additions under Section 415(c) of the Code; and

(ii) equals the safe harbor contribution actually made by the Employer on behalf of the Member under the 401(k) Plan for such payroll period.

          (d) With respect to any Member who is a participant in the ESOP, an amount equal to the excess of (i) over (ii), where:

(i) equals the annual contributions made by the Employer and/or the number of shares of common stock of the Employer released for allocation in connection with the repayment of an ESOP Acquisition Loan that would otherwise be allocated to the accounts of the Member under the ESOP for the applicable Plan Year, if the provisions of the ESOP were administered without regard to the following limitations under the Code: (A) the limitation on Compensation under Section 401(a)(17) of the Code; and (B) the limitation on Annual Additions under Section 415(c) of the Code; and

(ii) equals the annual contributions made by the Employer and/or the number of shares of common stock of the Employer released for allocation in connection with the repayment of an ESOP Acquisition Loan that are actually allocated to the accounts of the Member under the ESOP for that particular Plan Year.

          (e) Amounts credited pursuant to Section 4.03(a)(i), together with allocable matching credits pursuant to Section 4.03(b), and amounts credited pursuant to 4.03(c)(i)(A) and 4.03(d)(i)(A) shall be referred to as “401(a)(17) Credits.” Amounts credited pursuant to Section 4.03(a)(ii), together with allocable matching credits pursuant to Section 4.03(b), and amounts credited pursuant to 4.03(c)(i)(B) and 4.03(d)(i)(B) shall be referred to as “415 Credits.”

          (f) The Employer, in its sole discretion; may credit a Member with such additional amount, expressed as a percentage of Compensation, as the Employer shall determine. Amounts credited pursuant to the foregoing sentence shall be referred to as “Discretionary Credits.”

4.04 Supplemental Savings Agreement . Each Member shall enter into an agreement with the Employer (hereinafter referred to as a “Supplemental Savings Agreement”) prior to the first day of each Plan Year with respect to which such Supplemental Savings Agreement shall become effective to have deferred from the Member’s Compensation for each payroll period during such Plan Year an amount that is not more than 50% of such Compensation; provided, however, that such amount shall be specifically restricted as provided in Section 4.03(a) hereof. Notwithstanding the foregoing, an eligible Employee who is hired during the Plan Year may enter into a Supplemental Savings Agreement not later than 30 days after the date on which he commences employment with the Employer. Such Supplemental Savings Agreement shall only be effective with respect to Compensation earned after the date of the Agreement. The amount deferred shall be credited to the Member’s Supplemental Savings Account each payroll period during such Plan Year. A Member may not alter the Member’s Supplemental Savings Agreement during the Plan Year.

4.05 Adjustments to Accounts . All credits under Section 4.03 (a) and (b) shall be made to the Member’s Supplemental Savings Account as of the end of the payroll period to which they relate. All credits under Section 4.03(c) and (d) shall be made to the Member’s Supplemental Savings Account as of the same date as the allocation to the accounts of the Member under the 401(k) Plan and the ESOP, respectively, to which such credits relate. Discretionary Credits shall be made to the Member’s Supplemental Savings Account as of the date specified by the Employer. In addition, the Employer shall adjust each Member’s Supplemental Savings Account, as of the last day of each month, by an amount equal to the amount of any adjustment for such month that would have applied if the Member’s Supplemental Savings Account had been allocated and proportionately invested in such Fund or Funds as designated by the Member from among such Funds as the Employer may provide in a written investment selection form. Funds selected by a Member shall be bookkeeping accounts only; the Employer shall be under no obligation actually to invest amounts in such Fund or Funds, provided that any amounts so invested shall remain general corporate assets of the Employer subject to all claims of its creditors. If the Employer shall establish a grantor trust pursuant to Section 6.01 hereof in order to provide for its obligations with respect to Supplemental Savings Accounts, then any earnings credited with respect to a Fund or Funds shall be reduced by an amount equal to the income taxes that the Employer would owe on such earnings, if any, with respect to such Fund or Funds, based on the Employer’s highest federal and state tax rates on its net taxable income for the prior Plan Year.

4.06 Value of Supplemental Savings Benefit . The value of a Supplemental Savings Benefit at any point in time shall be equal to the single sum cash value of a Member’s Supplemental Savings Account as of the last day of the month coinciding with or immediately following such date of determination.

4.07 Vesting in Supplemental Savings Benefit . A Member shall at all times be fully vested in amounts credited to the Member’s Supplemental Savings Account pursuant to Sections 4.03(a), 4.03(b), 4.03(c) and 4.03(e), together with earnings thereon pursuant to Section 4.05. A Member shall be vested in amounts credited to the Member’s Supplemental Savings Account pursuant to Section 4.03(d), together with earnings thereon pursuant to Section 4.05, to the same extent as he is vested in contributions by the Employer to the ESOP.

4.08 Payment of Supplemental Savings Benefit . A Member’s Supplemental Savings Benefit, to the extent vested, shall be paid in a single lump sum on or before the 90th day following the Member’s termination of employment, determined in the sole discretion of the Employer; provided, however, that any distribution to a Specified Employee upon his termination of employment shall not be made before the date that is six months after the date of termination of employment (or, if earlier, the date of death of such Specified Employee). The payment will be adjusted to reflect the deferred payment date by multiplying the payment by the product of the six-month CMT Treasury Bill annualized yield rate as published by the U.S. Treasury for the date on which such payment would have been made but for the delay multiplied by a fraction, the numerator of which is the number of days by which such payment was delayed and the denominator of which is 365. The adjusted lump sum payment shall be made at the beginning of the seventh month following such Specified Employee’s termination of employment. The six-month delay in payment described herein shall not apply, however, to any payment required to

be made to an individual other than the Member to fulfill a domestic relations order as defined in Section 414(p)(1)(B) of the Code.

4.09 Supplemental Savings Death Benefit . Upon the death of a Member, the single sum cash value of the Member’s Supplemental Savings Benefit, shall be distributed to the Member’s Beneficiary as soon as practicable following such date.

4.10 Distributions Prior to Termination of Employment . In the event of an unforeseeable emergency, as determined pursuant to Section 1.409A-3(i)(3) of the Treasury Regulations, a Member may request a distribution of part or all of the Member’s Supplemental Savings Benefit, to the extent vested, by a request in writing to the Plan Administrator. The request must specify the nature of the hardship and the amount requested to be withdrawn to meet the need created by such hardship. The Plan Administrator shall not authorize the withdrawal of any amount which is in excess of the amount required to meet the need created by the hardship (plus amounts necessary to pay taxes reasonable anticipated on the withdrawal), after taking into account reimbursements from insurance and liquidation of the Member’s available assets. Only one such distribution may be requested in any Plan Year.

ARTICLE V
SUPPLEMENTAL PENSION BENEFIT

5.01 Eligibility .

     (a)  401(a)(17) Benefits . An Employee shall be eligible to participate in the Plan with respect to the 401(a)(17) Benefits provided under Article V if:

	(i)		the Member is a member of a “select group of management or highly compensated employees,” as that phrase is used in Sections 201, 301, and 401 of ERISA;
	(ii)		the Member is a participant in the Retirement Plan; and
	(iii)		the Member is so designated by the Employer.

     (b)  415 Benefits . An Employee shall be eligible to participate in the Plan with respect to the 415 Benefits provided under Article V if:

	(i)		the Member is participant in the Retirement Plan; and
	(ii)		the Member is so designated by the Employer.

     (c)  Additional Benefits . An Employee shall be eligible to participate in the Plan with respect to the additional benefits provided under Section 5.02(b) if:

	(i)		the Member is a member of a “select group of management or highly compensated employees,” as that phrase is used in Sections 201, 301, and 401 of ERISA;
	(ii)		the Member is a participant in the Retirement Plan; and
	(iii)		the Member is so designated by the Employer.

     (d)  Form of Payment . The benefits provided under Section 5.02 shall be paid to the Member in the form of an Annuity. A Member may select payment in the form of any Annuity made available under the Retirement Plan that is Actuarially Equivalent to a straight life annuity, provided that such selection is filed with the Plan Administrator before the Benefit Commencement Date. Notwithstanding the foregoing, with respect to any Member who is entitled to a benefit under the SERP, payment of such Member’s benefits provided under Section 5.02 shall be made in the form of an Actuarially Equivalent lump sum.

5.02 Supplemental Pension Benefit . A Member’s or a Member’s Beneficiary’s Supplemental Pension Benefit shall equal the greater of (a) or (b) where:

	(a)		is the annual benefit which is derived from Employer contributions and which is payable to a Member or a Member’s Beneficiary under the Retirement Plan as of the Benefit Commencement Date, such benefit to be calculated (i) without the limitation on annual compensation imposed by Section 401(a)(17) of the Code, and/or (ii) without the limitation on annual benefits imposed by Section 415(b) of the Code, and (iii) by including as compensation the amount, if any, of Compensation deferred by such Member pursuant to Article IV of this Plan; and
	(b)		is the annual benefit which is derived from Employer contributions and which is payable to a Member or a Member’s Beneficiary under the Retirement Plan as of the Benefit Commencement Date, such benefit to be calculated (i) with the limitation on annual compensation imposed by Section 401(a)(17) of the Code, and/or (ii) with the limitation on annual benefits imposed by Section 415(b) of the Code, and (iii) without the inclusion of the amount, if any, of Compensation deferred by such Member pursuant to Article IV of this Plan.

Benefits calculated as the excess of the sum of (a)(i) and (a)(iii) over the sum of (b)(i) and (b)(iii) shall be referred to in this Plan as “401(a)(17) Benefits.” Benefits calculated as the excess of the (a)(ii) over (b)(ii) shall be referred to “415 Benefits.” A Member’s or Beneficiary’s Supplemental Pension Benefit may thus consist of a 401(a)(17) Benefit and a 415 Benefit. For purposes of this Section 5.02, the annual benefit under the Retirement Plan shall be determined as a life annuity commencing on the Benefit Commencement Date, calculated in accordance with the assumptions provided in the Retirement Plan for purposes of determining the accrued benefit thereunder, (whether or not such benefit is actually paid in such form and whether or not the Retirement Plan benefit is payable on such Benefit Commencement Date). The calculation of a

Supplemental Pension Benefit shall be performed by the consulting actuary for the Retirement Plan, and the interpretations of such actuary shall be final and binding on the Employer, the Member and the Member’s Beneficiary.

5.03 Time of Payment and Terms and Conditions of Supplemental Pension Benefit .

     (a) A Member shall be eligible to receive a Supplemental Pension Benefit at the later of: (i) age 60 after completion of 15 years of Credited Service (five years of Credited Service for a Member employed on or before December 1, 1976); (ii) age 65 for a Member employed before June 13, 1990; (iii) age 65 after completion of five years of Credited Service for a Member employed on or after June 13, 1990; or (iv) termination of employment after completion of five years of Credited Service. Payment shall be made on or before the 90th day following the applicable event (i.e., as provided in (a)(i), (ii), (iii) or (iv) above), determined in the sole discretion of the Employer; provided, however, that any distribution to a Specified Employee upon his termination of employment shall not be made before the date that is six months after the date of termination of employment (or, if earlier, the date of death of such Specified Employee). Any payment due within such six-month period will be adjusted to reflect the deferred payment date by multiplying the payment by the product of the six-month CMT Treasury Bill annualized yield rate as published by the U.S. Treasury for the date on which such payment would have been made but for the delay multiplied by a fraction, the numerator of which is the number of days by which such payment was delayed and the denominator of which is 365. The adjusted Annuity payments to which such Specified Employee would otherwise be entitled during such six months shall be accumulated and paid on the first Annuity payment date of the seventh month following termination of employment. The six-month delay in payment described herein shall not apply, however, to any payment required to be made to an individual other than the Member to fulfill a domestic relations order as defined in Section 414(p)(1)(B) of the Code. Notwithstanding the foregoing, payment to a Member (or his designated Beneficiary) may be delayed to a date after the designated Benefit Commencement Date if calculation of the amount of the payment is not administratively practicable due to events beyond the control of the Member (or his or her designated Beneficiary) and such delay is for reasons that are commercially reasonable, provided that payment is made as soon as payment is administratively practicable.

     (b) The provisions of Section 5.03(a) to the contrary notwithstanding, payment of a Supplemental Pension Benefit to a Member who is entitled to a benefit under the SERP shall be made at the same time as payment is made to such Member of his benefit under the SERP.

5.04 Supplemental Pension Death Benefit .

     (a) If a married Member should die after meeting the requirements provided in Sections 5.03(a)(i), (ii) or (iii) but prior to the commencement of benefits pursuant to this Plan, it shall be assumed for purposes of this Plan that the Member had terminated employment on the day preceding the Member’s date of death and had been entitled to a joint and 50% survivor annuity, and a survivorship benefit shall be calculated under this Plan on the basis of such assumption in accordance with Section 5.02 hereof and shall be paid to the spouse of the Member beginning as of the first day of the calendar month coincident with or next following the Member’s date of

death in the case of a Member who has satisfied the requirements provided in Sections 5.03(a)(1) or (ii), otherwise such survivorship benefit shall be paid to the spouse of the Member beginning as of the first day of the calendar month coincident with or next following the date the Member would have attained age 65.

     (b) If the Member should die following the commencement of benefits pursuant to this Plan, death benefits, if any, shall be payable to the spouse or other Beneficiary of the Member in accordance with the form of payment in effect at the time of the Member’s death.

     (c) The foregoing provisions of this Section 5.04 to the contrary notwithstanding, payment of the Supplemental Pension Death Benefit provided in Section 5.04(a) to the spouse of a Member who is entitled to a death benefit under the SERP shall be made at the same time and in the same form as payment is made to such Member’s surviving spouse under the SERP.

ARTICLE VI
FUNDING

6.01 Funding . The Employer shall be under no obligation to establish a fund or reserve in order to pay the benefits under this Plan. The Employer shall be required to make payments only as benefits become due and payable. No person shall have any right, other than the right of an unsecured general creditor, against the Employer with respect to the benefits payable hereunder, or which may be payable hereunder, to any Member or Beneficiary. Notwithstanding the foregoing, in order to pay benefits under this Plan, the Employer may establish a grantor trust (hereinafter the “Trust”) within the meaning of Section 671 of the Code. The assets in such Trust shall at all times be subject to the claims of the general creditors of the Employer in the event of the Employer’s bankruptcy or insolvency, and neither the Plan nor any Member or Beneficiary shall have any preferred claim or right to, or any beneficial ownership interest in, any such assets of the Trust prior to the time such assets are paid to a Member or Beneficiary as a Supplemental Savings Benefit or a Supplemental Pension Benefit, and all rights created under this Plan and said Trust shall be unsecured contractual rights of a Member or Beneficiary against the Employer.

ARTICLE VII
CLAIMS FOR BENEFITS

7.01 Initial Claim Review . Claims for benefits under the Plan may be filed in writing with the Plan Administrator. Written or electronic notice of the disposition of a claim shall be furnished to the claimant within 90 days after the claim is filed (or within 180 days if special circumstances require an extension of time for processing the claim and if notice of such extension and circumstances is provided to the claimant within the initial 90-day period). In the event the claim is denied, the reasons for the denial shall be specifically set forth in the notice in language calculated to be understood by the claimant, pertinent provisions of the Plan shall be cited, and,

where appropriate, an explanation as to how the claimant can perfect the claim will be provided. In addition, the claimant shall be furnished with an explanation of the Plan’s claims review procedures and the time limits applicable to such procedures, including a statement that the claimant has a right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review.

7.02 Claim Review Procedure . Any Employee, former Employee, or authorized representative or Beneficiary of either, who has been denied a benefit by a decision of the Plan Administrator shall be entitled to request a review of the denied claim. The claimant may submit a written request for review to the Plan Administrator no later than 60 days after the date on which such denial is received by such claimant. The claimant may submit written comments, documents, records and other information relating to the claim to the Plan Administrator. The claim for review shall be given a full and fair review that takes into account all comments, documents, records and other information submitted that relates to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. The Plan Administrator shall provide the claimant with written or electronic notice of the decision on review within 60 days after the request for review is received by the Plan Administrator (or within 120 days if special circumstances require an extension of time for processing the claim and if notice of such extension and circumstances is provided to the claimant within the initial 60-day period). Such communication shall be written in a manner calculated to be understood by the claimant and shall include specific reasons for the decision, specific references to the pertinent Plan provisions on which the decision is based, a statement that the claimant has a right to bring a civil action under Section 502(a) of ERISA and that the claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of, all documents, records and other information relevant to the claim for benefits. A document is relevant to the claim for benefits if it was relied upon in making the determination, was submitted, considered or generated in the course of making the determination or demonstrates that benefit determinations are made in accordance with the Plan and that Plan provisions have been applied consistently with respect to similarly situated claimants.

7.03 Exhaustion of Remedy . No claimant shall institute any action or proceeding in any state or federal court of law or equity, or before any administrative tribunal or arbitrator, for a claim for benefits under the Plan until he/she has first exhausted the procedures set forth in Sections 7.01 and 7.02.

ARTICLE VIII
MISCELLANEOUS

8.01 Non-Guarantee of Employment . Nothing contained in this Plan shall be construed as a contract of employment between the Employer and any Member or Employee, or as a right of any such Member or Employee to be continued in the employment of the Employer, or as a limitation on the right of the Employer to deal with any Member or Employee as to their hiring, discharge, layoff, compensation, and all other conditions of employment in all respects as though this Plan did not exist.

8.02 Rights Under 401(k) Plan, Retirement Plan and ESOP . Nothing in this Plan shall be construed to limit, broaden, restrict, or grant any right to a Member, Employee, or Beneficiary under the 401(k) Plan, the Retirement Plan or the ESOP, or to grant any additional rights to any such Member, Employee, or Beneficiary under the 401(k) Plan, the Retirement Plan or the ESOP, or in any way to limit, modify, repeal or otherwise affect the Employer’s right to amend or modify the 401(k) Plan, the Retirement Plan or the ESOP.

8.03 Amendments/Termination . The Employer reserves the right to make from time to time amendments to or to terminate this Plan by vote duly adopted by the Human Resources Committee of the Board of Directors; provided, however, that no such amendment or termination shall cause a reduction or cessation of the Supplemental Savings Benefit or the Supplemental Pension Benefit of any Member or Beneficiary accrued prior to the adoption of such vote of amendment or termination nor shall any such amendment or termination cause any payment that a Member or Beneficiary is entitled to receive under this Plan to become subject to an income tax penalty under Section 409A of the Code.

8.04 Nonassignability . The benefits payable under this Plan shall not be subject to alienation, assignment, garnishment, execution or levy of any kind, and any attempt to cause any benefits to be so subjected shall not be recognized, except to the extent required by applicable law.

8.05 Plan Administrator’s Authority . The Plan Administrator shall have sole discretionary authority to determine all questions arising in connection with the Plan, to interpret the provisions of the Plan and to construe all of its terms, to adopt, amend and rescind rules and regulations for the administration of the Plan and generally to conduct and administer the Plan and to make all determinations in connection with the Plan as may be necessary or advisable. All such actions of the Plan Administrator shall be conclusive and binding on all persons.

8.06 Successor Employer . The Bank and the Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Bank or the Company to expressly assume and agree to perform under this Plan in the same manner and to the same extent that the Bank and the Company would be required to perform if no such succession had taken place. As used in this Plan, “Bank “and “Company” shall mean the Bank and the Company respectively as hereinbefore defined and any successor to its or their business and/or assets as aforesaid which assumes and agrees to perform this Plan by operation of law, or otherwise and, in the case of an acquisition of the Bank or the Company in which the corporate existence of the Bank or the Company, as the case may be, continues, the ultimate parent company following such acquisition. Subject to the foregoing, the Bank and the Company may transfer and assign this Plan and the Bank’s and the Company’s rights and obligations hereunder.

8.07 Governing Law . This Plan shall be construed and enforced in accordance with, and governed by, the laws of the State of Connecticut to the extent not superceded by the laws of the United States. Anything in this Plan to the contrary notwithstanding, the terms of this Plan shall be interpreted and applied in a manner consistent with the requirements of Section 409A of the Code and the Regulations thereunder and the Employer shall have no right to accelerate or make any payment under this Plan except to the extent permitted under Section 409A of the Code. The

Employer shall have no obligation, however, to reimburse any Member or Beneficiary for any tax penalty or interest payable or provide a gross-up payment in connection with any tax liability of such Member or Beneficiary under Section 409A of the Code except that this provision shall not apply in the event of the Employer’s negligence or willful disregard in its interpretation of the application of Section 409A of the Code and the Regulations thereunder to the Plan, in which case the Employer will reimburse the Member or Beneficiary, as the case may be, on an after-tax basis for any such tax penalty or interest not later than the last day of the taxable year next following the taxable year in which such Member or Beneficiary remits the applicable taxes and interest. The amount of reimbursement during any one taxable year shall not affect the amount eligible for reimbursement in any other taxable year and any right to reimbursement shall not be subject to liquidation or exchange for another benefit.

8.08 Withholding . The Employer may withhold from a payment any federal, state or local taxes required by law to be withheld with respect to such payment and such sum as the Employer may reasonably estimate is necessary to cover any taxes for which the Employer may be liable and which may be assessed with regard to such payments.

8.09 Illegality . The illegality of any particular provision of this document shall not affect the other provisions and the document shall be construed in all respects as if such invalid provision were omitted.

Exhibit 10.7.1

FIRST AMENDMENT TO THE
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
FOR
JOSEPH F. JEAMEL, JR.

      THIS FIRST AMENDMENT to the Supplemental Executive Retirement Agreement by and between Rockville Bank and Joseph F. Jeamel, Jr. (the “Executive”) dated January 27, 2004 (the “Agreement”) shall become effective as of December 31, 2007.

      WHEREAS, Rockville Bank and the Executive entered into the Agreement on January 27, 2004; and

      WHEREAS, Rockville Bank, Rockville Financial, Inc. (collectively, the “Employer”) and the Executive desire to amend the Agreement to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), effective December 31, 2007 and in certain other respects.

      NOW, THEREFORE, in consideration of the foregoing, the Employer and the Executive hereby agree as follows:

	1.		Section 1.A. of the Agreement is amended to read in its entirety as follows:
			“A. Retirement Benefit . The Executive shall be entitled to receive pursuant to this Agreement an annual benefit of Twenty-Seven Thousand Six Hundred Thirty-Six Dollars ($27,636) payable for twenty (20) years commencing on April 1, 2008 and payable on the first day of April each year thereafter through April 1, 2027.”
	2.		Section 1.B. of the Agreement is amended to read in its entirety as follows:
			“B. Death Benefit . In the event of the Executive’s death while in the employ of the Employer, the Executive’s beneficiary designated on Exhibit A attached hereto in accordance with the provisions of this Section 1.B. (the “Beneficiary”) shall be entitled to receive the Retirement Benefit that would otherwise have been provided to the Executive pursuant to Section 1.A. above, payable at the same time and in the same form as such Retirement Benefit would have been paid to the Executive had he lived. In the event of the death of the Executive after the commencement of payment of the Retirement Benefit provided pursuant to Section 1.A. above, payment shall continue to be made to the Executive’s Beneficiary in the same form and at the same time as such Retirement Benefit would have been paid to the Executive had he lived in an amount equal to one hundred percent (100%) of the annual benefit that the Executive was receiving at the time of death until such annual benefit shall have been paid to the Executive and his Beneficiary for a total period of twenty (20) years. The Executive shall

			have the right, at any time, to designate Beneficiary(ies) (both primary as well as contingent) to receive the death benefit payable under this Section 1.B.. The Beneficiary designated under this Agreement may be the same as or different from the beneficiary designated under any other plan of or agreement with the Employer. The Executive shall designate his Beneficiary by completing and signing the beneficiary designation form attached hereto as Exhibit A and returning it to the Senior Vice President, Human Resources for the Employer. The Executive shall have the right to change his Beneficiary by completing, signing and otherwise complying with the terms of the beneficiary designation form attached hereto as Exhibit A. Upon the acceptance by the Senior Vice President, Human Resources of the Employer of a new beneficiary designation form, all Beneficiary designations previously filed shall be canceled. The Employer shall be entitled to rely on the last beneficiary designation form filed by the Executive and accepted by the Senior Vice President, Human Resources of the Employer prior to the Executive’s death. In the event of the death of the Executive without a designated Beneficiary, any benefits remaining to be paid under this Agreement to the Executive shall be paid to the Executive’s estate.”
	3.		Section 2. of the Agreement is deleted in its entirety.
	4.		Section 3. of the Agreement is amended to read in its entirety as follows:

“3. FORFEITURE UPON TERMINATION FOR CAUSE . Anything in this Agreement to the contrary notwithstanding, if the Executive’s employment is terminated for “Cause” prior to a “Change in Control”, as such terms are defined in the Executive’s Employment Agreement with the Employer, the annual benefit payable in accordance with Section 1. A. or Section 1.B. hereof shall be forfeited. If the Executive or his Beneficiary has received any annual installments of the benefit payable in accordance with Section 1. A. or Section 1.B. hereof and it is subsequently determined that the Executive was terminated for Cause prior to a Change in Control, then the installments previously paid shall be returned by the Executive or his Beneficiary, as the case may be, to the Employer, and no further installments shall be payable under this Agreement. The provisions of this Section 3 shall not apply in the event that the Executive’s employment is terminated for Cause in connection with a Change in Control, in which case the Executive’s benefit shall be payable as otherwise provided in this Agreement.”

5.

Section 5. of the Agreement is amended to read in its entirety as follows:

“5. MISCELLANEOUS .

A. This Agreement may be amended at any time by mutual written agreement of the parties hereto, but no amendment shall operate to give the Executive, either directly or indirectly, any interest whatsoever in any funds or assets of the Employer, except the right to receive the payments herein provided. Notwithstanding the foregoing, no such amendment shall cause any payment that the Executive or his Beneficiary is entitled to receive under this Agreement to become subject to an income tax penalty under Section 409A of the Code.

B. This Agreement shall not supersede any contract of employment, whether oral or in writing, between the Employer and the Executive, nor shall it affect or impair the rights and obligations of the Employer and the Executive, respectively, thereunder. Nothing contained herein shall impose any obligation on the Employer to continue the employment of the Executive.

C. This Agreement shall be governed by and interpreted under the laws of the State of Connecticut without giving effect to any conflict of laws provisions. Anything in this Agreement to the contrary notwithstanding, the terms hereof shall be interpreted and applied in a manner consistent with the requirements of Section 409A of the Code and the Treasury Regulations thereunder and the Employer shall have no right to make any payment hereunder except to the extent permitted under Section 409A of the Code. The Employer shall have no obligation, however, to reimburse the Executive for any tax penalty or interest payable or provide a gross-up payment in connection with any tax liability the Executive may incur under Section 409A of the Code except that this provision shall not apply in the event of the Employer’s negligence or willful disregard in interpreting the application of Section 409A of the Code to the terms of this Agreement which negligence or willful disregard causes the Executive to become subject to a tax penalty or interest payable under Section 409A of the Code, in which case the Employer will reimburse the Executive on an after-tax basis for any such tax penalty or interest not later than the last day of the taxable year next following the taxable year in which the Executive remits the applicable taxes and interest. The amount of reimbursement during any one taxable year shall not affect the amount eligible for reimbursement in any other taxable year and any right to reimbursement shall not be subject to liquidation or exchange for another benefit.

D. This Agreement shall be binding upon the successors of the Employer. The Employer shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Employer to expressly assume and agree to perform the obligations of the Employer under this Agreement in the same manner and to the same extent that the Employer would have been required to perform such

obligations if no such succession had taken place and such assumption shall be an express condition to the consummation of any such purchase, merger, consolidation or other transaction.

E. The Employer shall be responsible for the administration of this Agreement and shall have the sole discretion to determine all questions arising in connection with the Agreement, to interpret the provisions of the Agreement and to construe all of its terms. All such actions of the Employer shall be conclusive and binding upon the Executive, his Beneficiary and other persons. Claims for benefits under this Agreement shall be decided in accordance with the claims procedures provisions set forth in the Employer’s 401(k) Plan, which are incorporated herein by this reference.

F. The Employer may withhold from any benefit payable under this Agreement an amount sufficient to satisfy its tax withholding obligations.”

IN WITNESS WHEREOF , the Employer and the Executive have executed this First Amendment as of the day and year first above written.

		ROCKVILLE BANK
		By
				Its
		ROCKVILLE FINANCIAL, Inc.
		By
				Its
				Joseph F. Jeamel Jr.

EXHIBIT A

BENEFICIARY DESIGNATION

Subject to the conditions and provisions of the Agreement and subject to the right reserved therein to change the Beneficiary, the Beneficiary designation with respect to the Death Benefit which may become payable under the Agreement shall be as follows:

Primary:
		Name
		Address
First Contingent:
		Name
		Address
Second Contingent:
		Name
		Address

If, however, no Beneficiary hereinbefore designated is living at my death, any Death Benefit which may become payable under the Agreement shall be payable to the executor or administrator of my estate.

Signed at
		(City and State)				(Date)
Joseph F. Jeamel Jr.						(Signature of Witness)
						Print Name:

Exhibit 10.9

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

OF ROCKVILLE BANK

As Amended and Restated Effective December 31, 2007

TABLE OF CONTENTS

		Page
INTRODUCTION			1
SECTION 1 - DEFINITIONS			1
1.1 “Actuarial Equivalent Value”			1
1.2 “Affiliated Employer”			1
1.3 “Average Annual Earnings”			1
1.4 “Bank”			2
1.5 “Basic Plan”			2
1.6 “Basic Plan Benefit”			2
1.7 “Benefit Payment Date”			2
1.8 “Board”			3
1.9 “Cause”			3
1.10 “CEO”			3
1.11 “Change in Control”			3
1.12 “Change in Control Agreement”			3
1.13 “Code”			3
1.14 “Company”			3
1.15 “Compensation”			4
1.16 “Deferred Vested Benefit”			4
1.17 “Dependent”			4
1.18 “Disability” or “Disabled”			4
1.19 “Effective Date”			4
1.20 “Former Member”			4
1.21 “Good Reason”			5
1.22 “Member”			5
1.23 “Other Retirement Income”			5
1.24 “Plan”			5
1.25 “Plan Administrator”			6
1.26 “Potential Change in Control”			6
1.27 “Retirement Benefits”			6

TABLE OF CONTENTS
(continued)

		Page
1.28 “Service”			6
1.29 “Specified Employee”			6
1.30 “Supplemental Pension Benefit”			7
1.31 “Surviving Spouse”			7
1.32 “Surviving Spouse’s Benefits”			7
1.33 “Vested Former Member”			7
SECTION 2 - PARTICIPATION			7
2.1 Commencement of Participation			7
2.2 Termination of Participation			8
SECTION 3 - AMOUNT AND FORM OF BENEFITS			8
3.1 Retirement Benefits			8
3.2 Deferred Vested Benefit			9
3.3 Form of Payment			11
3.4 Forfeiture of Benefits			12
3.5 Notification of Non-Payment of Benefits			13
3.6 Repayment of Benefit Paid as Lump Sum			13
3.7 Change in Control			13
SECTION 4 - SURVIVING SPOUSE’S BENEFITS			14
4.1 Death Prior to Benefit Payment			14
4.2 Death On or After Benefit Payment			15
4.3 Reduction			15
SECTION 5 - PLAN ADMINISTRATOR			15
5.1 Duties and Authority			15
5.2 Presentation of Claims			16
5.3 Claims Denial Notification			16
5.4 Claims Review Procedure			17
5.5 Timing			17
5.6 Final Decision			18
5.7 Exhaustion of Remedy			18

TABLE OF CONTENTS
(continued)

		Page
SECTION 6- MISCELLANEOUS			18
6.1 Amendment; Termination			18
6.2 No Employment Rights			19
6.3 Unfunded Status			19
6.4 No Alienation			20
6.5 Withholding			20
6.6 Governing Law			20
6.7 Successors			21
6.8 Integration			21
ADDENDUM A			23

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
OF
ROCKVILLE BANK

As Amended and Restated Effective December 31, 2007

INTRODUCTION

The Rockville Bank Supplemental Executive Retirement Plan (the “Plan”) was established effective May 23, 2005 to provide a means of ensuring the payment of a competitive level of retirement income and survivor benefits, and thereby attract, retain and motivate a select group of executives of Rockville Bank and its affiliates. This document represents a complete restatement of the Plan effective as of December 31, 2007.

SECTION 1 — DEFINITIONS

1.1		“Actuarial Equivalent or Actuarial Equivalent Value” shall mean a benefit of equivalent value computed on the basis of the mortality table and interest rate used to calculate accrued benefits under the Basic Plan.
1.2		“Affiliated Employer” shall mean an entity affiliated with the Bank.
1.3		“Average Annual Earnings” with respect to any Member shall mean the greater of: (a) the Member’s average annual Compensation during the 12 consecutive calendar months

		within the final one hundred-twenty consecutive calendar months preceding the month in which the Member’s Benefit Payment Date occurs affording the highest such average; or (b) the sum of (i) the Member’s base salary as in effect immediately prior to the month in which the Member’s Benefit Payment Date occurs prior to reductions for elective contributions under Sections 401(k), 125 and 132(f)(4) of the Code and deferred compensation under any nonqualified deferred compensation plan, and (ii) the Member’s annual incentive compensation that became payable in cash to the Member for the latest year preceding the year in which the Member’s Benefit Payment Date occurs based on performance actually achieved in that latest year.
1.4		“Bank” shall mean Rockville Bank and its subsidiaries and any successors thereto.
1.5		“Basic Plan” shall mean as to any Member or Vested Former Member the defined benefit pension plan of the Bank intended to meet the requirements of Code Section 401(a) pursuant to which retirement benefits are payable to such Member or Vested Former Member or to the Surviving Spouse or designated beneficiary of a deceased Member or Vested Former Member.
1.6		“Basic Plan Benefit” shall mean the amount of benefits payable from the Basic Plan to a Member or Vested Former Member.
1.7		“Benefit Payment Date” shall mean the date on which payment of a Member’s Retirement Benefit or Deferred Vested Benefit is made in accordance with Section 3.3 hereof.

SECTION 2 — PARTICIPATION

2.1

Commencement of Participation . Such key executives of the Bank and its Affiliated Employers as are designated by the CEO in writing and, in the case of officers of the Bank or its Affiliated Employers, approved by the Human Resources Committee of the Board, shall participate in the Plan as of a date determined by the CEO or the Committee, as the case may be.

2.2

Termination of Participation . A Member’s participation in the Plan shall terminate upon termination of his or her employment with the Bank or any Affiliated Employer. Prior to termination of employment, a Member may be removed, upon written notice by the CEO, and, in the case of officers of the Company or its Affiliated Employers, as approved by the Human Resources Committee of the Board, from further participation in the Plan. As of the date of termination or removal, no further benefits shall accrue to such individual hereunder.

SECTION 3 — AMOUNT AND FORM OF BENEFITS

3.1

Retirement Benefits .

	(a)		Eligibility . Upon attainment of age 60 and completion of five years of Service, a Member or Vested Former Member shall be entitled to the Retirement Benefit described in Section 3.1(b) hereof, payable at the time and in the form specified in Section 3.3.
	(b)		Amount . The Retirement Benefit of a Member or Vested Former Member shall be an annual benefit equal to the difference between (i) and the sum of (ii) and (iii), where:

(i)

is the percentage of his or her Average Annual Earnings specified in Addendum A to this Plan;

	(ii)		is the Basic Plan Benefit payable to the Member or Vested Former Member as of his or her Benefit Payment Date expressed in the form of an annual life annuity commencing on the Benefit Payment Date, or, if the Basic Plan Benefit becomes payable after the Member’s or Vested Former Member’s Benefit Payment Date, the Actuarial Equivalent Value of the Basic Plan Benefit payable in the form of an annual life annuity commencing on the Benefit Payment Date, regardless of whether such date precedes the earliest possible payment date under the terms of the Basic Plan; and
	(iii)		is the Actuarial Equivalent Value of the Other Retirement Income payable to the Member or Vested Former Member as of his or her Benefit Payment Date expressed in the form of an annual life annuity commencing on the Benefit Payment Date.

3.2

Deferred Vested Benefit .

(a)

Eligibility . Each Member and Vested Former Member who has completed five or more years of Service and whose employment with the Bank or an Affiliated Employer terminates prior to his or her attainment of age 60 for a reason other than Cause or death shall be entitled to the Deferred Vested Benefit described in Section 3.2(b) hereof, payable at the time and in the form specified in Section 3.3.

(b)

Amount . The Deferred Vested Benefit of a Member or Vested Former Member who terminates and who meets the eligibility requirements of Section 3.2(a) shall be an annual benefit equal to the difference between (i) and the sum of (ii) and (iii), where:

	(i)		is the percentage of his or her Average Annual Earnings specified in Addendum A to this Plan;
	(ii)		is the Basic Plan Benefit payable to the Member or Vested Former Member as of his or her Benefit Payment Date expressed in the form of an annual life annuity commencing on the Benefit Payment Date, or, if the Basic Plan Benefit becomes payable after the Member’s or Vested Former Member’s Benefit Payment Date, the Actuarial Equivalent Value of the Basic Plan Benefit payable in the form of an annual life annuity commencing on the Benefit Payment Date, regardless of whether such date precedes the earliest possible payment date under the terms of the Basic Plan; and
	(iii)		is the Actuarial Equivalent Value of the Other Retirement Income payable to the Member or Vested Former Member as of his or her Benefit Payment Date expressed in the form of an annual life annuity commencing on the Benefit Payment Date.

3.3

Time and Form of Payment .

	(a)		The Retirement Benefit or Deferred Vested Benefit under this Plan, as the case may be, shall be payable in the form of an Actuarially Equivalent lump sum at the time specified in Addendum A to this Plan, except as otherwise provided in Section 3.3(b) hereof.
	(b)		Anything in this Plan to the contrary notwithstanding, payment to any Specified Employee upon his or her termination of employment shall not be made before the date that is six months after the date of termination of employment (or, if earlier, the date of death of such Specified Employee). The payment will be adjusted to reflect the deferred payment date by multiplying the payment by the product of the six-month CMT Treasury Bill annualized yield rate as published by the U.S. Treasury for the date on which such payment would have been made but for the delay multiplied by a fraction, the numerator of which is the number of days by which such payment was delayed and the denominator of which is 365. The adjusted lump sum payment shall be made at the beginning of the seventh month following such Specified Employee’s termination of employment. The six-month delay in payment described herein shall not apply, however, to any payment made under the circumstances described in Section 3.3 (c).
	(c)		The provisions of Sections 3.3(a) and (b) to the contrary notwithstanding, a payment to or on behalf of a Member or Vested Former Member shall be accelerated if payment is required to be made to an individual other than the

			Member or Vested Former Member to fulfill a domestic relations order as defined in Section 414(p)(1)(B) of the Code.
	(d)		The provisions of Sections 3.3(a) and (b) to the contrary notwithstanding, a payment to a Member or Vested Former Member (or his or her Surviving Spouse) may be delayed to a date after the designated Benefit Payment Date if calculation of the amount of the payment is not administratively practicable due to events beyond the control of the Member or Vested Former Member (or his or her Surviving Spouse) and such delay is for reasons that are commercially reasonable, provided that payment is made as soon as payment is administratively practicable.

3.4

Forfeiture of Benefits . Anything in this Plan to the contrary notwithstanding, any payment made pursuant to this Plan shall be subject to and conditioned upon compliance with 12 U.S.C. §1828(k) and any regulations promulgated thereunder; and any payment contemplated to be made pursuant to this Plan shall not be payable to the extent such payment is barred or prohibited by an action or order issued by the Connecticut Banking Commissioner or the Federal Deposit Insurance Corporation. Moreover, no benefit shall be paid to a Member, Vested Former Member or Surviving Spouse if the Member or Vested Former Member:

(a)

has been determined to be in breach of any noncompetition, nondisclosure or nondisparagement covenant in such Member’s or Vested Former Member’s employment agreement with the Bank or Change in Control Agreement; or

(b)

the Member or Vested Former Member has been discharged from employment with the Bank or any Affiliated Employer for Cause as provided in the Member’s or Vested Former Member’s employment agreement with the Bank or Change in Control Agreement.

3.5		Notification of Non-Payment of Benefit . In any case described in Section 3.4, the Member, Vested Former Member or Surviving Spouse shall be given prior written notice that no benefit will be paid to such Member, Vested Former Member or Surviving Spouse. Such written notice shall specify the particular act(s), or failures to act, and the basis on which the decision not to pay his or her benefit has been made.
3.6		Repayment of Benefit Paid as Lump Sum . A Member or Vested Former Member shall receive his or her lump sum payment of his or her Retirement Benefit or Deferred Vested Benefit subject to the condition that if such Member or Vested Former Member engages in any of the acts described in Section 3.4 (a) or (b) , then such Member or Vested Former Member shall, within 60 days after written notice by the Bank, repay to the Bank the lump sum benefit previously paid to such Member or Vested Former Member.
3.7		Change in Control . In the event of a Potential Change in Control or Change in Control, the Bank shall, not later than 15 days thereafter, have established one or more so-called “rabbi” trusts and shall deposit therein cash in an amount sufficient to provide for full payment of all potential benefits payable under the Plan. Such rabbi trust(s) shall be irrevocable and shall provide that the Bank may not, directly or indirectly, use or recover any assets of the trust(s) until such time as all obligations which potentially could arise

hereunder have been settled and paid in full, subject only to the claims of creditors of the Bank in the event of insolvency or bankruptcy of the Bank; provided, however, that if no Change in Control has occurred within two years after such Potential Change in Control, such rabbi trust(s) shall at the end of such two-year period become revocable and may thereafter be revoked by the Bank.

SECTION 4 - SURVIVING SPOUSE’S BENEFITS

4.1

Death Prior to Benefit Payment . Upon the death of a Member or Vested Former Member, prior to the payment of his or her Retirement Benefit or Deferred Vested Benefit hereunder, any such Member shall be deemed to have completed five years of Service for purposes of Section 3.2(a) and his or her Surviving Spouse will be entitled to a Surviving Spouse’s Benefit under this Plan equal to 100% of the Retirement or Deferred Vested Benefit that would have been provided from the Plan had the Member or Vested Member survived; provided, however, that in calculating the Retirement or Deferred Vested Benefit that would have been provided from the Plan, the offset for the Basic Plan Benefit specified in Section 3.1(b)(ii) or 3.2(b)(ii), as the case may be, shall be reduced to the Basic Plan Benefit payable on behalf of such Member to the Member’s spouse, expressed in the form of an annual life annuity. Payment of such Surviving Spouse benefit shall be made in an Actuarially Equivalent lump sum within 90 days after the death of the Member or Vested Former Member, determined in the sole discretion of the Company. In the event that a Member’s or Vested Former Member’s spouse predeceases the Member or Vested Former Member, such Surviving Spouse’s benefit shall be paid to the Member’s Dependents in equal shares.

4.2		Death On or After Benefit Payment Date . No benefit shall be payable under this Section 4 if a Retirement Benefit or Deferred Vested Benefit was paid to a Member or Vested Former Member before his or her death.
4.3		Reduction . Notwithstanding the foregoing provisions of Section 4, the Actuarial Equivalent Value of the lump sum benefit payable to a Surviving Spouse shall be calculated by reducing the Retirement Benefit or Deferred Vested Benefit, as the case may be, by one percentage point for each year (where a half year or more is treated as a full year) in excess of ten years that the age of the Member or Vested Former Member exceeds the age of the Surviving Spouse.

SECTION 5 - PLAN ADMINISTRATOR

5.1

Duties and Authority . The Plan Administrator shall be responsible for the administration of the Plan and may delegate to any committee, employee, director or agent its responsibility to perform any act hereunder, including, without limitation, those matters involving the exercise of discretion; provided, that such delegation shall be subject to revocation at any time at the Plan Administrator’s discretion. The Plan Administrator shall have the sole discretion to determine all questions arising in connection with the Plan, to interpret the provisions of the Plan and to construe all of its terms, to adopt, amend, and rescind rules and regulations for the administration of the Plan, and generally to conduct and administer the Plan and to make all determinations in connection with the Plan as may be necessary or advisable. All such actions of the Plan Administrator shall

be conclusive and binding upon all Members, Former Members, Vested Former Members, Surviving Spouses and other persons.

5.2		Presentation of Claims . Claims for benefits shall be filed in writing with the Plan Administrator. Written or electronic notice of the disposition of a claim shall be furnished to the claimant within 90 days after the claim is filed (or within 180 days if special circumstances require an extension of time for processing the claim and if notice of such extension and circumstances is provided to the claimant within the initial 90-day period.)
5.3		Claims Denial Notification . If a claim is wholly or partially denied, the Plan Administrator shall furnish to the claimant a written notice setting forth in a manner calculated to be understood by the claimant:

	(a)		the specific reason(s) for denial;
	(b)		specific reference(s) to pertinent Plan provisions on which any denial is based;
	(c)		a description of any additional material or information necessary for the claimant to perfect the claim, and an explanation of why such material or information is necessary;
	(d)		an explanation of the Plan’s claims review procedures and the applicable time limits for such procedures; and

(e)

a statement that the claimant has a right to bring a civil action under Section 502(a) of ERISA following an adverse determination on review.

5.4

Claims Review Procedure . Upon a denial, the claimant is entitled (either in person or by his duly authorized representative) to:

	(a)		request a subsequent review of the claim by the Plan Administrator upon written application for review made to the Plan Administrator. In the case of a denial as to which written notice of denial has been given to the claimant, any such request for review of the claim must be made within 60 days after receipt by the claimant of such notice. A claimant must submit a written application for review before the claimant is permitted to bring a civil action for benefits;
	(b)		review pertinent documents relating to the denial; and
	(c)		submit written comments, documents, records and other information relating to the claim.

5.5

Timing . The Plan Administrator shall make its decision and notify the claimant with respect to a claim not later than 60 days after receipt of the request. Such 60-day period may be extended for another period of 60 days if the Plan Administrator finds that special circumstances require an extension of time for processing and notice of the extension and special circumstances is provided to the claimant within the initial 60-day period.

5.6		Final Decision . The claim for review shall be given a full and fair review that takes into account all comments, documents, records and other information submitted that relates to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. The Plan Administrator shall provide the claimant with written or electronic notice of the decision in a manner calculated to be understood by the claimant. The notice shall include specific reasons for the decision, specific references to the pertinent Plan provisions on which the decision is based, a statement that the claimant has a right to bring a civil action under Section 502(a) of ERISA, and a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records and other information relevant to the claim. A document is relevant to the claim if it was relied upon in making the determination, was submitted, considered or generated in the course of making the determination or demonstrates that benefit determinations are made in accordance with the Plan and that Plan provisions have been applied consistently with respect to similarly situated claimants.
5.7		Exhaustion of Remedy . No claimant shall institute any action or proceeding in any state or federal court of law or equity, or before any administrative tribunal or arbitrator, for a claim for benefits under the Plan until he/she has first exhausted the procedures set forth in this Section 5.

SECTION 6 - MISCELLANEOUS

6.1

Amendment; Termination . The Committee, may, in its sole discretion, terminate, suspend or amend this Plan at any time or from time to time, in whole or in part; provided,

however, that no termination, suspension or amendment of the Plan may (a) adversely affect a Member’s or Vested Former Member’s benefit under the Plan to which he or she has become entitled hereunder, or (b) adversely affect a Vested Former Member’s right or the right of a Surviving Spouse to receive a benefit in accordance with the Plan, such benefits or rights as in effect on the date immediately preceding the date of such termination, suspension or amendment, or (c) cause any payment that a Member, Vested Former Member or Surviving Spouse is entitled to receive under this Plan to become subject to an income tax penalty under Section 409A of the Code.

6.2		No Employment Rights . Nothing contained herein will confer upon any Member, Former Member or Vested Former Member the right to be retained in the service of the Bank or any Affiliated Employee, nor will it interfere with the right of the Bank or any Affiliated Employer to discharge or otherwise deal with Members, Former Members or Vested Former Members with respect to matters of employment.
6.3		Unfunded Status . Members and Vested Former Members shall have the status of general unsecured creditors of the Bank, and this Plan constitutes a mere promise by the Bank to make benefit payments at the time or times required hereunder. It is the intention of the Bank that this Plan be unfunded for tax purposes and for purposes of Title I of ERISA and any trust created by the Bank and any assets held by such trust to assist the Bank in meeting its obligations under the Plan shall meet the requirements necessary to retain such unfunded status.

6.4		No Alienation . A Member’s or Vested Former Member’s right to benefit payments under the Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of such Member or Vested Former Member or his or her Surviving Spouse.
6.5		Withholding . The Company may withhold from any benefit under the Plan an amount sufficient to satisfy its tax withholding obligations.
6.6		Governing Law . The Plan shall be governed by and construed in accordance with the laws of the State of Connecticut applicable to contracts made and to be performed in such state to the extent not preempted by federal law. Anything in this Plan to the contrary notwithstanding, the terms of this Plan shall be interpreted and applied in a manner consistent with the requirements of Section 409A of the Code and the Regulations thereunder and the Company shall have no right to accelerate or make any payment under this Plan except to the extent permitted under Section 409A of the Code. The Company shall have no obligation, however, to reimburse any Member, Vested Former Member or Surviving Spouse for any tax penalty or interest payable or provide a gross-up payment in connection with any tax liability of such Member, Vested Former Member or Surviving Spouse under Section 409A of the Code except that this provision shall not apply in the event of the Company’s negligence or willful disregard in its interpretation of the application of Section 409A of the Code and the Regulations thereunder to the Plan, in which case the Company will reimburse the Member or Vested Former Member or Surviving Spouse, as the case may be, on an after-tax basis for any such tax penalty or interest not later than the last day of the taxable year next following the taxable year in

which such Member, Vested Former Member or Surviving Spouse remits the applicable taxes and interest. The amount of reimbursement during any one taxable year shall not affect the amount eligible for reimbursement in any other taxable year and any right to reimbursement shall not be subject to liquidation or exchange for another benefit.

6.7		Successors. The Bank and the Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Bank or the Company to expressly assume and agree to perform under this Plan in the same manner and to the same extent that the Bank and the Company would be required to perform if no such succession had taken place. As used in this Plan, “Bank “and “Company” shall mean the Bank and the Company respectively as hereinbefore defined and any successor to its or their business and/or assets as aforesaid which assumes and agrees to perform this Plan by operation of law, or otherwise and, in the case of an acquisition of the Bank or the Company in which the corporate existence of the Bank or the Company, as the case may be, continues, the ultimate parent company following such acquisition. Subject to the foregoing, the Bank and the Company may transfer and assign this Plan and the Bank’s and the Company’s rights and obligations hereunder.
6.8		Integration . In the event of any conflict or ambiguity between this Plan and the terms of any employment agreement between a Member and the Bank or any Change in Control Agreement between a Member and the Bank (this Plan and any such employment agreement or Change in Control Agreement being collectively referred to herein as the “arrangements”), such conflict or ambiguity shall be resolved in accordance with the

terms of that arrangement which are most beneficial to the Member; provided, however, that no such resolution of any such conflict or ambiguity shall operate to cause the Member to receive duplicate payments or benefits under the arrangements.