EXHIBIT 14

                     NAUGATUCK VALLEY FINANCIAL CORPORATION

                       Code of Ethics and Business Conduct

This Code of Ethics and Business Conduct ("Code") represents an overview of the
corporate policies that should govern the actions of all employees, officers and
directors of Naugatuck Valley Financial Corporation and its subsidiaries. It is
not a replacement for policies and procedures that address the specifics of our
business or which may impose stricter or more detailed requirements. No code of
conduct can cover every potential situation. It is, therefore, your
responsibility to apply the principles set forth in this Code in a responsible
fashion and with the exercise of good business judgment.

Certain parts of this Code may apply specifically to "executive officers."
Executive officer means a member of the Company's or its subsidiaries'
management so designated by resolution of the Board of Directors.

The policies and procedures contained in this Code of Ethics and Business
Conduct do not constitute a legal contract and may be changed, modified or
discontinued from time to time without notice (except as required by law) and in
the sole discretion of Naugatuck Valley Financial Corporation. Failure to adhere
to these policies and procedures may result in disciplinary action up to and
including dismissal.

Except as otherwise provided by written agreement or applicable law, persons
employed by the Company or its subsidiaries are employed at will, and the
Company reserves the right to take employment action, including termination, at
any time for any reason without notice.

<PAGE>

                                TABLE OF CONTENTS

Financial Policies ........................................................    1

Political Contributions and Activities ....................................    2

Conflicts of Interest .....................................................    2

Accepting Gifts and Gratuities ............................................    3

Corporate Opportunities ...................................................    4

Equal Employment Opportunity, Harassment and Sexual Harassment ............    4

Illegal and Impairing Substances ..........................................    5

Workplace Violence ........................................................    5

Marketing Practices and Antitrust .........................................    5

Computer Networks, Voice Mail, E-Mail and the Internet ....................    6

Confidential Information ..................................................    7

Examinations, Government Investigations and Litigation ....................    9

Detailed Policies and Procedures ..........................................   10

Administration of the Code of Ethics and Business Conduct .................   10

Contacts ..................................................................   12

Appendix A: Procedures for Handling Complaints regarding Accounting,
            Internal Controls and Auditing Matters ........................   13

NOTE: Throughout the Code of Ethics and Business Conduct, the term "Company"
refers to Naugatuck Valley Financial Corporation and/or any subsidiary or
affiliate in which an employee works, depending on the context.

<PAGE>

FINANCIAL POLICIES
------------------

Use of Company Assets

The Company's assets are to be used exclusively in the pursuit of the Company's
business except for minimal personal use authorized by your supervisor in
accordance with other Company policies. The Company's assets include equipment,
facilities, supplies, services such as telephones and computer networks, and the
time and efforts of its employees. You should not use Company assets for
personal gain or convenience, or make Company assets available for the gain or
convenience of anyone else, or for any purpose other than conducting the
Company's business unless you have management authorization to do so.

Authority to Make Commitments

Only specific employees are authorized to make financial or other commitments on
behalf of the Company. Commitments might be such things as approving a loan or
other extension of credit, ordering equipment or materials, authorizing business
travel, approving payment of an invoice or expense report, authorizing budgets
or budget overruns, signing leases or other contracts, selling Company assets,
settling litigation or other claims, borrowing money, setting compensation or
employee benefits, making charitable contributions and other transactions. These
authorizations are in writing and are governed by corporate policies. You should
not make a Company commitment unless you have the authority to do so.

Bribes and Other Illegal Corporate Payments

The use of Company funds for payments to any individual, company or organization
for the purpose of obtaining favorable treatment in securing business or other
special considerations is prohibited. This policy does not prohibit normal and
customary business expenses such as reasonable entertainment, trade organization
dues or similar expenses that are allowed by applicable Company policies, which
must be properly reported on an appropriate expense report form.

Relations with Government Employees

The U.S. government has various regulations prohibiting government personnel
from accepting entertainment, gifts, gratuities or other business courtesies
that may be acceptable in the private commercial sector. All Company employees
who may have to make these sorts of judgments must understand and comply with
the letter and intent of such regulations.

Integrity of Records and Reports

The Company's accounting records are relied upon to produce reports to the
Company's management, shareholders, governmental agencies and other entities.
All Company accounting records and reports produced from those records shall be
kept and presented in accordance with the laws of each applicable jurisdiction
and must accurately and fairly reflect in reasonable detail the Company's
assets, liabilities, revenues and expenses.

Responsibility for accurate and complete financial records does not rest solely
with the Company's accounting employees. All employees involved in approving
transactions, supplying supporting information for transactions and determining
account classifications have responsibility for complying with our policies.

Reports to Management

The same high standards required in the Company's external reporting apply to
financial reports to management. Accruals and estimates included in internal
reports (such as business plans, budgets and forecasts) shall be supported by
appropriate


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<PAGE>

documentation and based on good-faith judgment.

Payments and Disbursements

All payments made by or on behalf of the Company must be documented in the
accounting records with appropriate approval(s) and an adequate description of
the business purpose of the disbursement.

Cash Deposits and Bank Accounts

All cash received by the Company shall be promptly recorded in the accounting
records and deposited in a bank account properly authorized by the Company. All
bank accounts and other cash accounts shall be clearly and accurately recorded
in the accounting records. No unrecorded accounts, funds or assets shall be
established for any purpose.

Cooperation with Inquiries

Employees shall provide complete and accurate information in response to
inquiries from the Company's internal and outside independent auditors as well
as the Company's legal counsel.

POLITICAL CONTRIBUTIONS AND ACTIVITIES
--------------------------------------

No Company funds or assets, including the work time of any employee, may be
contributed, loaned or made available, directly or indirectly, to any political
party or to the campaign of any candidate for a local, state or federal office.

CONFLICTS OF INTEREST
---------------------

You must carry out your professional responsibilities with integrity and with a
sense of loyalty to the Company. You must avoid any situation that involves a
possible conflict or an appearance of a conflict of interest between your
personal interests and the interests of the Company. Knowingly acting in a
manner that presents a conflict between your personal interests and the best
interests of the Company is a violation of this Code.

A conflict of interest cannot be defined precisely, only illustrated. The basic
factor that exists in all conflict situations is a division of loyalty between
the Company's best interests and the personal interest of the individual. Many,
but not all, conflict situations arise from personal loyalties or personal
financial dealings. It is impossible to list every circumstance giving rise to a
possible conflict of interest, but the following illustrates the types of
situations that may cause conflicts.

Family Members

A conflict of interest may exist when the Company does business with or competes
with an organization in which a family member has an ownership or employment
interest. "Family members" include a spouse, parents, children, siblings and
in-laws. You may not conduct business on behalf of the Company with family
members or an organization with which you or a family member is associated
unless you receive prior written approval under this Code.

Ownership in Other Businesses

You cannot own, directly or indirectly, a significant financial interest in any
business entity that does business with or is in competition with the Company
unless you receive prior written approval under this Code. As a guide, "a
significant financial interest" is defined as ownership by an employee and/or
family members of more than 1% of the outstanding securities/capital value of a
corporation or that represents more than 5% of the total assets of the employee
and/or family members.


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<PAGE>

Outside Employment

Employees must keep outside business activities, such as a second job or
self-employment, completely separate from the employee's activities with the
Company. Employees may not use Company assets, facilities, materials, or
services of other employees for outside activities unless specifically
authorized by the Company, such as for certain volunteer work.

Disclosure Required - When in Doubt, Ask!

You should avoid any actual or apparent conflict of interest. Conflicts can
arise unexpectedly and prompt disclosure is critically important. You must
disclose existing or emerging conflicts of interest (including personal
relationships that could reasonably be considered to create conflicts) to your
manager and follow the guidance provided.

ACCEPTING GIFTS AND GRATUITIES
------------------------------

Accepting Things of Value

Except as provided below, you may not solicit or accept for yourself or for a
third party anything of value from anyone in return for any business, service or
confidential information of the Company. Things of value include gifts, meals,
favors, services and entertainment. The purpose of this policy is to ensure that
the Company's business is safeguarded from undue influence of bribery and
personal favors.

The solicitation of and acceptance of things of value is generally prohibited by
the Bank Bribery Act. Violations may be punished by fines and imprisonment.

Permitted Transactions

The following transactions are permitted and will be considered as exceptions to
the general prohibition against accepting things of value:

o     Acceptance of gifts, gratuities, amenities or favors based on family or
      personal relationships when the circumstances make clear that it is those
      relationships, rather than the business of the Company, that are the
      motivating factors;

o     Acceptance of meals, refreshments, travel arrangements, accommodations or
      entertainment, all of a reasonable value, in the course of a meeting or
      other occasion, the  purpose of which is to hold bona fide business
      discussions or to foster better business relations, provided that the
      expense would be paid for by the Company as a reasonable business expense
      if not paid for by another party;

o     Acceptance of advertising or promotional material of reasonable value,
      such as pens, pencils, note pads, key chains, calendars and similar items;

o     Acceptance of discounts or rebates on merchandise or services that do not
      exceed those available to other customers;

o     Acceptance of gifts of reasonable value related to commonly recognized
      events or occasions, such as a promotion, new job, wedding, retirement,
      birthday or holiday; or

o     Acceptance of civic, charitable, education or religious organizational
      awards for recognition of service and accomplishment.

Other Transactions

If you are offered or receive something of value beyond what is permitted in
this Code, you must obtain prior approval before you may accept or keep it.
Transactions other


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<PAGE>

than those described above may be approved so long as approval is consistent
with the Bank Bribery Act. If you are at all uncertain as to whether you may
accept something of value, do not hesitate to ask.

CORPORATE OPPORTUNITIES
-----------------------

Directors and officers of the Company stand in a fiduciary relationship to the
Company. It is a breach of that relationships for any such person to take
advantage of a business opportunity for his or her own personal profit or
benefit when the opportunity is within the corporate powers of the Company and
when the opportunity is of present or potential practical advantage to the
Company, unless the Board of Directors knowingly elects not to avail itself of
such opportunity and the director's or officer's participation is approved in
advance by the Board. It is the policy of the Company that no director or
executive officer appropriate a corporate opportunity without the consent of the
Board of Directors.

EQUAL EMPLOYMENT OPPORTUNITY, HARASSMENT AND SEXUAL HARASSMENT
--------------------------------------------------------------

Equal Employment Opportunity

It is the policy of the Company to provide equal employment opportunity in full
compliance with all federal, state and local equal employment opportunity laws
and regulations.

Harassment Prohibited

The Company is committed to providing a work environment where all employees
work free from harassment because of race, color, religion, age, gender, sexual
orientation, national origin, disability or any characteristic protected by
applicable law. The Company will not tolerate harassment by employees,
supervisors, customers or others.

Our policy is essentially based on common sense: all employees should treat each
other with respect and courtesy.  Harassment in any form - including  verbal and
physical  conduct,  visual  displays,  threats,  demands  and  retaliation  - is
prohibited.

What Constitutes Sexual Harassment

The Equal Employment Opportunity Commission has guidelines that define sexual
harassment as unwelcome sexual advances, requests for sexual favors and other
verbal or physical conduct of a sexual nature when:

o     Submission to such conduct is made either explicitly or implicitly a term
      or condition of an individual's employment, or used as the basis for
      employment decisions affecting such individual; or

o     Such conduct creates an intimidating, hostile or offensive working
      environment.

Sexual harassment can involve either a tangible employment action or a hostile
work environment. Sexual harassment includes physical or verbal intimidation,
however slight. Lewd or vulgar remarks, suggestive comments, posters, pictures
and calendars, pressure for dates and sexual favors, and unacceptable physical
contact are examples of what can constitute harassment.

It is important to realize that what may not be offensive to you may be
offensive to others. You should consider carefully the effect of words and
actions on others, and should not assume that another employee's failure to
object means that the employee welcomes the behavior at issue.

The Company as a general matter does not seek to regulate the private social
behavior of employees. However, intimate relationships between supervisors and
employees whom they directly supervise


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<PAGE>

are discouraged. Because of the undesirable workplace repercussions that they
may have, any such ongoing relationship should be disclosed to the supervisor's
department head. All employees should understand that no one at the Company has
the authority to offer job benefits or threaten job disadvantages based on the
provision of sexual favors.

Sexual harassment also can occur among co-workers or result from behavior by
contractors or other non-employees who have reason to interact with Company
employees. Our policy extends to these circumstances as well.

Obligation to Report

Any employee who has reason to believe that he/she is being harassed must
promptly report the harassment. The official procedure for reporting violations
or suspected violations of this policy is located under the Heading "How to
Report a Violation." Do not allow an inappropriate situation to continue by not
reporting it, regardless of who is creating the situation.

Investigations

As set forth in "Administration of the Code of Ethics and Business Conduct," the
Company will promptly investigate allegations of harassment and, to the extent
possible, conduct such investigations confidentially. Any employee who is found
to have violated this policy is subject to discipline or discharge.

No Retaliation

The Company will not tolerate retaliation in any form against an employee who
has, in good faith, reported an incident of harassment, and employees should not
fear that such a report will endanger his/her job.

ILLEGAL AND IMPAIRING SUBSTANCES
--------------------------------

You may not possess, use, sell, distribute or be under the influence of illegal
drugs while on Company property or while conducting Company business anywhere.
Such behavior is a violation of Company policy in addition to being a violation
of the law.

When reporting for work and throughout the work day, you must be fit for duty at
all times and, in particular, not pose a safety hazard to yourself or others
through your use of alcohol or other legal, but impairing, substances.

WORKPLACE VIOLENCE
------------------

The Company expressly prohibits any acts of violence or threats of violence by
any Company employee against any other person in or about Company facilities or
in connection with the conduct of Company business elsewhere at any time.

You are prohibited from possessing firearms while on Company property or while
conducting Company business anywhere at any time unless authorized by the
Company.

MARKETING PRACTICES AND ANTITRUST
---------------------------------

Marketing Practices

The Company's products and services must be sold fairly and honestly. You should
not attempt to take advantage of anyone through manipulation, concealment, abuse
of privileged information, misrepresentation of material facts, or any other
unfair practice. Many of the products and services provided by the Company and
its subsidiary are subject to laws and regulations that specify the information
that must be provided to the Company's customers. It is


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<PAGE>

the policy of the Company to comply fully with these disclosure requirements.

Antitrust

The antitrust laws are intended to foster free and open competition and it is
important that the Company comply with the letter and the spirit of such laws.
Agreements that reduce business competition are a core concern of the antitrust
laws and violations may result in severe civil and criminal penalties to the
Company and to individuals. Antitrust laws pertain to dealings with customers
and suppliers as well as competitors.

In some cases, depending on the circumstances, the antitrust laws prohibit
discussions among competitors about competitively sensitive subjects. The most
serious antitrust violations are agreements among competitors that directly
restrict competition among them.

These include agreements:

o     To raise, lower or stabilize prices;

o     To divide the areas in which they will do business or the customers they
      will serve; or

o     To refuse to deal with certain customers or suppliers.

Conduct intended to drive a competitor out of business may also violate
antitrust laws. It is the policy of the Company to fully comply with all
applicable antitrust laws.

Antitrust is a complex area of the law and violations have serious consequences
for the Company and for individuals personally. The Company's legal counsel
should be consulted with any questions.

COMPUTER NETWORKS, VOICE MAIL, E-MAIL AND THE INTERNET
------------------------------------------------------

Many Company employees depend on access to computer networks, voice mail, e-mail
and/or the Internet to do their jobs. These tools come with risks and
responsibilities that all employees must understand and accept.

You must use these resources only for the business activities of the Company
(except as described under "Authorized Uses" and:

o     Properly identify yourself in electronic communication;

o     Use only your own password and user ID to gain access to systems or data;

o     Accept full personal responsibility for the activities undertaken with
      your password and user ID;

o     Delete e-mail, voice mail and other electronic files in accordance with
      applicable record retention policies; and

o     Comply with the computer security policies of the Company and conduct
      yourself in a manner that protects the Company from damage, theft, waste
      and violations of the law, including:

      -     Protecting against exposure to potentially destructive elements,
            intentional (viruses, sabotage, etc.) or unintentional (bugs); and

      -     Protecting against unauthorized access to Company information or
            resources (hacking).

Company Property and Privacy

Computer networks and electronic communications systems, and all messages and
log files generated on or handled by them (including back-up copies), are


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<PAGE>

considered to be the property of the Company.

There should be no expectation of privacy in these electronic interactions. The
Company may monitor the content of your electronic communications or monitor the
content of server log files to review what Web sites or other Internet locations
you have visited and what files you may have sent or received. Computer
networks, e-mail systems, voice mail systems and server logs are monitored
regularly to support routine and non-routine activities such as operations,
maintenance, auditing, security and investigations. You should also keep in mind
that, as a matter of law, the Company may be called upon to turn over this
information to law enforcement and private litigants.

You may not intercept or disclose, or assist in intercepting or disclosing,
electronic communications or Internet activity except as specifically provided
above and only then with appropriate authorization.

Authorized Uses

Company computer networks, e-mail and voice mail systems and Internet access
generally must be used only for Company business activities. Incidental personal
use is permitted if it:

o     Doesn't preempt or interfere with any Company business activity or with
      employee productivity; and

o     Consumes only a trivial amount of Company resources.

Incidental personal use is subject to the same policies as business use.

Prohibited Uses

Under no circumstances should Company computer networks, e-mail and voice mail
systems or Internet access be used:

o     For any illegal activity;

o     To communicate offensive sexual, racial or other remarks, jokes, slurs and
      obscenities;

o     For private business, commercial or solicitation activities;

o     For chain-letter communications of any kind;

o     For charitable endeavors that are not Company-sponsored or authorized,
      including any fundraising;

o     For gambling; or

o     For pornography.

Additional uses may be prohibited or limited by other provisions of this Code or
by other Company policies.

CONFIDENTIAL INFORMATION
------------------------

Many employees learn confidential Company information in the course of their
jobs and use it to perform important functions. It is vitally important that all
employees handle confidential information properly.

There are two major concerns:

o     Preventing the release of unauthorized or inappropriate information that
      might adversely affect the Company's business; and

o     Avoiding violations of the law, particularly the securities laws relating
      to disclosure of material financial information before the information is
      made public.

What is Confidential Information?

What follows is not a complete list of what is considered to be confidential
information,


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<PAGE>

but it illustrates what is typically confidential unless it has been disclosed
by the Company in a securities filing, press release, or other authorized formal
or official public communication:

o     Financial results, budgets or forecasts;

o     Business plans, operating plans, strategy statements, memos, operating
      manuals, organization charts and other internal communications;

o     Company investments, acquisitions or divestitures;

o     New products, processes or designs;

o     Whether a product or business is meeting financial or other expectations;

o     Business relationships or the terms of any business arrangement, including
      prices paid or received by the Company;

o     Customer data such as customer names and addresses or any confidential
      personal or business information of the customer;

o     Advertising and marketing plans and campaigns;

o     Wages and salaries, bonus or compensation plans, notices to employees or
      unannounced personnel changes; and

o     Personal information about any employee.

In general, if information about the Company has not been made public by the
Company, it should be treated as confidential.

Non-Disclosure and Non-Use

You may not disclose to unauthorized persons or use for your own personal
advantage or profit, or the advantage or profit of another, any confidential
information that you obtain as a result of your position with the Company. This
includes not only financial analysts and the press, but also business
associates, family members and personal friends. It is a serious mistake to
disclose such information to anyone simply because you are confident that that
person will neither try to benefit from it nor disclose it to others. Your
obligations not to disclose the Company's confidential information and not to
use it for unauthorized purposes continue after your affiliation with the
Company ends.

Privacy of Customer Information

The Company is entrusted with important information about individuals and
businesses. It is essential that you respect the confidential nature of this
information. The Company is legally obliged to protect the privacy of a
consumer's personal financial information. The Company's privacy practices are
set out in a privacy policy that is circulated to our customers and made
available to the public. All employees are expected to adhere to the Company's
privacy policy.

Public Disclosures

You may be asked for information about the Company by the media, trade groups,
consultants and others collecting information for various purposes. You should
not make public statements on behalf of the Company or provide confidential
information in response to external inquiries unless you have been authorized to
do so.

Proper Disclosures

Some employees must disclose confidential Company information as a part of their
job responsibilities. This policy on confidential information is not intended to
prohibit such authorized disclosures.


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<PAGE>

A few examples of situations in which confidential information might properly be
disclosed are:

o     Disclosure of operational data to vendors or consultants in connection
      with providing services to the Company;

o     Participation in legitimate and authorized industry surveys;

o     Providing data to governmental agencies as part of required filings; or

o     An authorized employee responding to media or financial analyst inquiries.

You should be certain that you understand what you have been authorized to
disclose, and to whom, prior to disclosing any confidential information.

"Inside" Information and Insider Trading

You must not trade in the Company's stock when you have material information
about the Company that is not yet public. Material information is information
that would reasonably be expected to either (1) affect the price of securities
issued by the Company, or (2) be important to an investor in deciding whether to
buy, sell or hold securities issued by the Company. Furthermore, you must not
communicate material non-public information to persons outside the Company so
that they may profit from transactions in the Company's securities.

The Company maintains a policy on insider trading that provides more complete
guidance on this subject, including rules on trading in Company securities by
executive officers, directors and employees who have access to certain financial
information.

Engaging in insider trading, or providing confidential information that is used
in insider trading, is illegal and can result in substantial fines and criminal
penalties to you.

EXAMINATIONS, GOVERNMENT INVESTIGATIONS AND LITIGATION
------------------------------------------------------

Regulatory Examinations

The Company and its subsidiaries are subject to examination by federal banking
regulators. It is Company policy to cooperate fully with the Company's
regulators.

Government Investigations

It is Company policy to cooperate with reasonable and valid requests by federal,
state or local government investigators. At the same time, the Company is
entitled to all the safeguards provided in the law for persons under
investigation, including representation by counsel. Accordingly, if a government
investigator requests an interview with you, seeks information or access to
files, or poses written questions, he/she should be told that you must first
consult with the Company's legal counsel. You should immediately contact the
President and Chief Executive Officer of Naugatuck Valley Savings and Loan, who
will then provide advice as to further action.

Penalties

You should be aware that criminal sanctions could be imposed upon any person who
submits false or misleading information to the government in connection with any
regulatory examination or government investigation. Full cooperation and proper
legal supervision of any response in connection with a regulatory examination or
government investigation is essential from both corporate and individual
viewpoints.


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<PAGE>

Litigation

In the event any litigation is begun or threatened against the Company, notify
any Vice President of Naugatuck Valley Savings and Loan immediately, even if the
action or threats appear to be without merit or insignificant.

Preservation of Records

All records relating to the business of the Company shall be retained as
required by the Company's record retention guidelines. Notwithstanding such
guidelines, under no circumstances shall any records known to be the subject of
or germane to any anticipated, threatened or pending lawsuit, governmental or
regulatory investigation, or bankruptcy proceeding be removed, concealed or
destroyed.

DETAILED POLICIES AND PROCEDURES
--------------------------------

This Code does not contain all of the policies of the Company or all of the
details of the policies that are included. The Company has written policies and
procedures that provide more information on some of the topics in this Code of
Ethics and Business Conduct.

Talk to your supervisor about the Company's policies and procedures that you are
responsible for following in your job and make sure that you have reviewed and
understand them.

ADMINISTRATION OF THE CODE OF ETHICS AND BUSINESS CONDUCT
---------------------------------------------------------

The Human Resources Administrator of Naugatuck Valley Financial Corporation has
the final responsibility for administration of this Code.

Every Employee Has an Obligation to:

o     Comply with this Code of Ethics and Business Conduct, which prohibits
      violation of local, state, federal or foreign laws and regulations
      applicable to our businesses, and requires compliance with all Company
      policies;

o     Be familiar with laws and Company policies applicable to his/her job and
      communicate them effectively to subordinates;

o     Ask questions if a policy or the action to take in a specific situation is
      unclear;

o     Be alert to indications and/or evidence of possible wrongdoing; and

o     Report violations and suspected violations of this Code of Ethics and
      Business Conduct to the appropriate person as described in "How to Report
      a Violation" and elsewhere in this Code.

The Company's managers have a particular responsibility to notice and question
incidents, circumstances and behaviors that point to a reasonable possibility
that a violation of this Code has occurred. A manager's failure to follow up on
reasonable questions is, in itself, a violation of Company policy.

How to Ask a Question

Whenever possible, an employee should work with his/her immediate supervisor to
get answers to routine questions.

If a supervisor's answer does not resolve a question or if an employee has a
question that he/she cannot comfortably address to his/her supervisor, he/she
should go to the Human Resources Administrator.

Directors should bring any questions to the Chairman of the Audit Committee of
the Board of Directors.


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<PAGE>

How to Report a Violation Involving Accounting, Internal Controls or Auditing
Matters

Concerns regarding questionable accounting, internal control or auditing matters
should be handled under the procedures for confidential, anonymous submissions
established by the Audit Committee and set forth in Appendix A.

How to Report a Violation (other than Violations Involving Accounting, Internal
Controls or Auditing Matters)

Any employee having information about a violation (or suspected violation) of
this Code must promptly report the violation to Human Resources Administrator.
If the violation involves the Human Resources Administrator, then the employee
should report the violation by informing the Compliance Officer.

Follow-up to the Report of a Violation

The Compliance Officer may arrange a meeting with the employee to allow the
employee to present a complete description of the situation. The Compliance
Officer will take the matter under consideration, including undertaking any
necessary investigation or evaluation of the facts related to the situation and,
after consultation with the President and Chief Executive Officer, shall render
a written decision, response or explanation as expeditiously as possible.
Individuals who are alleged to be involved in a violation will not participate
in its investigation.

Determining Whether a Violation Has Occurred

If the alleged violation of this Code concerns an executive officer or director,
the determination of whether a violation has occurred shall be made by the Audit
Committee of the Board of Directors, in consultation with the such external
legal counsel as the Audit Committee deems appropriate.

If the alleged violation concerns any other employee, the determination of
whether a violation has occurred shall be made by the President and Chief
Executive Officer.

In determining whether a violation of this Code has occurred, the committee or
person making such determination may take into account to what extent the
violation was intentional, the materiality of the violation from the perspective
of either the detriment to the Company or the benefit to the director, executive
officer or employee, the policy behind the provision violated and such other
facts and circumstances as they shall deem advisable.

Acts or omissions determined to be violations of this Code by other than the
Audit Committee under the process set forth above shall be promptly reported by
the President and Chief Executive Officer to the Audit Committee and by the
Audit Committee to the Board.

Confidentiality

Reports of suspected violations will be kept confidential to the extent possible
and consistent with the conduct of an appropriate investigation.

No Retaliation

Retaliation in any form against an employee who has, in good faith, reported a
violation of this Code will not be tolerated.

Consequences of a Violation

Employees who violate this Code, or who fail to report violations of which they
are aware or should be aware, will subject themselves to disciplinary action up
to and including dismissal. Some violations may also result in civil liability
and/or lead to criminal prosecution.


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<PAGE>

Prior Approvals

Whenever the requirement for prior approval appears in this Code, it means that
a writing setting forth the pertinent facts of the situation under consideration
shall be submitted according the following process.

If a request for prior approval relates to an executive officer or director, the
determination with respect to the approval shall be made by the Audit Committee
of the Board of Directors, in consultation with such external legal counsel as
the Audit Committee deems appropriate.

If a request for prior approval relates to any other employee, the determination
shall be made by the President and Chief Executive Officer, unless the matter is
quantitatively or qualitatively material or outside the ordinary course of
business, in which case such determination shall be made by the Audit Committee.

All approvals (other than those approved by the Audit Committee) shall be
promptly reported to the Audit Committee.

Waivers

You must request a waiver of a provision of this Code if there is a reasonable
likelihood that your contemplated action will violate the Code.

If a waiver request relates to an executive officer or director, the
determination with respect to the waiver shall be made by the Audit Committee of
the Board of Directors, such external legal counsel as the Audit Committee deems
appropriate. Any waivers granted by such committee shall be submitted to the
Board for ratification.

If a waiver request relates to any other employee, the determination shall be
made by the President and Chief Executive Officer, unless the matter is
quantitatively or qualitatively material or outside the ordinary course of
business, in which case such determination shall be made by the Audit Committee.

All waivers of this Code (other than those approved by the Audit Committee)
shall be promptly reported to the Audit Committee.

Waivers will not be granted except under extraordinary or special circumstances.

Any waivers of this Code for any executive officer or director of the Company
must promptly be disclosed to stockholders.

Updates and Changes

This Code will be reissued from time to time to remind employees, officers and
directors of its specifics and to make changes and clarifications based on
experience and suggestions.

CONTACTS
--------

To Ask Questions and/or to Report Violations

Key Contacts:

John C. Roman
President and Chief Executive Officer
203-720-5000 x203

Dominic J. Alegi, Jr.
Executive Vice President
203-720-5000 x206

Jane H. Walsh
Senior Vice President
203-720-5000 x211

Lee R. Schlesinger
Vice President and Controller
203-720-5000 x215


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<PAGE>

APPENDIX A

                            PROCEDURES FOR HANDLING
                              COMPLAINTS REGARDING
                         ACCOUNTING, INTERNAL CONTROLS
                              AND AUDITING MATTERS

The Audit Committee of the Board of Directors of Naugatuck Valley Financial
Corporation (the "Company") hereby establishes the following procedures for:

      The receipt, retention and treatment of complaints received by the Company
      regarding accounting, internal accounting controls or auditing matters;
      and

      The confidential, anonymous submission by employees of the Company of
      concerns regarding questionable accounting or auditing matters.

Submission

Any employee, shareholder, officer, director or other interested party who has
any complaint or concern regarding any accounting, internal accounting controls
or auditing matter relating to the Company (a "Reporting Individual") may report
such complaint or concern directly to the Audit Committee of the Board of
Directors as follows:

                Richard M. Famiglietti
                Audit Committee Chairman
                c/o Naugatuck Valley Financial Corporation
                Phone: (203) 720-5000

The submission may be made anonymously and, subject to the following paragraph,
will be kept in confidence, except that the Audit Committee may report the
matter (without identifying the source) to other members of the Board of
Directors, the Chief Executive Officer ("CEO"), Chief Financial Officer ("CFO")
and others within the Company who are responsible for investigating, evaluating,
addressing or resolving the complaint or concern.

Under certain circumstances, the matter which forms the basis for such complaint
or concern may be required to be reported to a federal or state governmental or
regulatory authority or disclosed to shareholders or the public. In such cases,
unless required by law, the identity of the Reporting Individual will not be
disclosed without his or her consent.

Matters Covered by These Procedures

These procedures relate to complaints and concerns about questionable
accounting, internal accounting controls or auditing matters involving the
Company, including, without limitation, the following:

o     any fraud or misstatement or omission in any financial statement of, or
      other financial information published by, the Company, including any
      report or document filed by the Company with the Securities and Exchange
      Commission or other governmental or regulatory authority;

o     any intentional error or misconduct in the preparation, evaluation, review
      or audit of any of the Company's financial statements;

o     any fraud or misstatement or omission in the recording and maintaining of
      the financial records of the Company;

o     any weakness or deficiency in or noncompliance with the Company's internal
      accounting controls;

o     any misrepresentation or false statement made to or by a senior officer or
      accountant regarding a matter contained in, or required to be contained
      in, the financial records, financial


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<PAGE>

      statements, financial reports or audit reports of the Company;

o     any deviation from full and fair reporting of the Company's financial
      condition, results of operations or cash flows;

o     any effort to mislead, deceive, coerce or fraudulently influence any
      internal or independent accountant or auditor in connection with the
      preparation, examination, audit or review of any financial statement or
      records of the Company; or

o     any other error, deficiency or weakness in the Company's financial
      statements, internal controls, auditing procedures or financial records or
      reports.

Handling of Complaints

Upon receipt of a complaint or notice of the nature indicated above, the
Chairman of the Audit Committee ("Committee Chairman") will report the matter to
and consult with a responsible officer to ensure that he or she is fully
apprised of the matter and will notify legal counsel of receipt of such
complaint or notice. For purposes of these procedures, the responsible officer
will be the Chief Financial Officer or such other officer of the Company as the
Audit Committee may designate, either generally or with respect to a particular
matter. Under the oversight of the Audit Committee, the responsible officer will
conduct an investigation of the matter, summarize his or her findings and
conclusions in a written report to the Audit Committee and legal counsel and
promptly take, or cause to be taken, any action that may be required to resolve
properly the matter which is the basis for the complaint or concern.

If the complaint or notice relates to a weakness or deficiency in any of the
Company's internal controls or accounting systems, the CFO (or other person
designated by the Audit Committee) will oversee any necessary strengthening
and/or correction of such weakness or deficiency. If the complaint or concern
relates to a misstatement, error or omission in any of the Company's financial
statements, or in any report or other document filed by the Company with the
Securities and Exchange Commission or other federal or state governmental or
regulatory authority, the CFO or other person designated by the Audit Committee
will oversee the prompt correction or restatement of such financial statement,
report or document and, if necessary, will cause any and all amendments to any
previously filed reports or documents which may be necessary to correct any such
misstatement, error or omission to be filed with the Securities and Exchange
Commission, or other federal or state government agency or regulatory authority.
Any other matters reported will be addressed and resolved in accordance with law
and the applicable accounting or auditing standards. The responsible officer
will keep the Committee Chairman and legal counsel informed of his or her
findings and progress throughout this process.

Upon completion of the investigation and any necessary corrective action, the
responsible officer will prepare and submit to the Audit Committee a final
report on the matter. The report will describe in reasonable detail the
complaint or concern reported, the results of the investigation, the conclusions
reached and any corrective action taken. If no corrective action was taken, the
report will include an appropriate explanation to support the decision to take
no action. The responsible officer will respond in writing to the person
reporting the matter, advising such individual of the results of the
investigation and of any corrective action taken or, if no such action was
taken, the reasons why no action was taken. A copy of the final report,
including all related materials, and response to the


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<PAGE>

Reporting Individual will be delivered to legal counsel.

Retention of Complaints and Reports of Resulting Action

The Audit Committee will maintain a file of all complaints and concerns reported
pursuant to these procedures, tracking their receipt, investigation, evaluation
and resolution, and of the related reports issued in connection therewith, which
summarize the results of the related investigation and any corrective action
taken. Copies of all such materials will be retained in accordance with the
Company's document retention policy, but in any event, for a period of at least
five (5) years from the date on which the related complaint or concern was
initially reported hereunder.

Legal Counsel and Other Experts

In discharging their responsibilities, the Audit Committee and the responsible
officer may request and obtain assistance from members of the Company's
Accounting or Audit Departments, and may retain an independent accountant,
independent legal counsel or other experts to assist in the investigation of the
complaint or reported concern, the evaluation of the matter under investigation
or determining and implementing the appropriate remedial or corrective action.
The cost of retaining any such expert or experts shall be borne by the Company.

Protection of Reporting Individual

The Company will not discharge, demote, suspend, threaten, harass or in any
other manner discriminate or retaliate, and it shall be a violation of Company
policy for any person to take any such action, against any person by reason of
his or her having made any such complaint, or having reported any such concern,
in good faith pursuant to and in accordance with these procedures.


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