EXHIBIT 10.6
                        OFFICER'S DEATH BENEFIT AGREEMENT

      THIS AGREEMENT, made this 22nd day of April 2003, by and between Naugatuck
Valley  Savings and Loan,  S.B., a banking  corporation  organized  and existing
under the laws of the United States of America,  hereinafter  referred to as the
"Bank", and John C. Roman, hereinafter referred to as the "Officer".

                                   WITNESSETH:

      WHEREAS, the Officer is currently retained by the Bank;

      WHEREAS,  the Bank recognizes the valuable services  heretofore  performed
for it by the Officer;

      WHEREAS,  the Bank desires to retain the  valuable  service and loyalty of
the Officer and to induce the Officer to remain with the Bank;

      WHEREAS,  the Officer  wishes to be assured that his  beneficiary  will be
entitled to a certain  benefit for some  definite  period of time from and after
the Officer's death;

      WHEREAS, the Bank intends to purchase for its own benefit a life insurance
policy on the life of the Officer; and

      WHEREAS, the Bank desires to provide a lesser death benefit from said life
insurance proceeds payable by Bank to the designated  beneficiary of the Officer
in the event of his death  under  certain  circumstances  as well as other  such
benefits  as set  forth  herein,  and both  parties  desire  to enter  into this
Agreement to evidence the terms and conditions of such benefits;

      NOW,  THEREFORE,  in  consideration of the mutual covenants and Agreements
herein contained, it is agreed as follows:

      Upon the death of the  Officer,  a death  benefit  will be  payable to his
      designed   beneficiary.   The  death  benefit  payable  pursuant  to  this
      subparagraph   shall  be  Twenty-five   Thousand  and  00/100ths   dollars
      ($25,000.00) paid in a lump sum.

      1.    The Death benefit  payable  pursuant to the paragraph above shall be
            paid to the beneficiary or beneficiaries  irrevocably  designated by
            the Officer by written  instrument  delivered to the Bank within six
            (6) months of the date hereof. If no such designation is made within
            said time period, or if all designated  beneficiaries predecease the
            Officer, such death benefit shall be paid as follows:

            a)    To Officer's spouse, if living; or if not,
            b)    To Officer's lawful descendants,  per stirpes, then living; or
                  if none,
            c)    To the duly appointed legal representative of the Officer; or
            d)    If there shall be no such legal  representative duly appointed
                  and  qualified  within  six (6) months of the date of death of
                  the  Officer,  then to such  persons  as,  at the  date of his
                  death,  would be  entitled  to share  in the  distribution  of
                  his/her  personal  estate under the provisions of the State of
                  Connecticut  statute  then in force  governing  the descent of
                  intestate  property,  in the  proportions  specified  in  such
                  statute.

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            2.    Every notice or other communication required by or appropriate
                  to this Agreement from any party shall be in writing addressed
                  to the Bank at 333 Church Street,  Naugatuck,  CT 06770, or to
                  John C. Roman at 90 Parish Drive, Kensington,  CT 06037; or to
                  such other  addresses  as shall have been  specified by notice
                  given  as   herein   provided.   Any  such   notice  or  other
                  communication  shall be deemed to have been given on the third
                  business  day  after  it is sent by  certified  mail,  postage
                  prepaid, addressed as aforesaid.

            3.    Suicide.  Notwithstanding  anything  to the  contrary  in this
                  Agreement, the benefits otherwise provided herein shall not be
                  payable if the Officer's  death results from suicide,  whether
                  sane or insane,  within two years after the  execution of this
                  Agreement.

            4.    This   document   sets   forth  the   entire   Agreement   and
                  understanding  between the  parties  hereto  representing  the
                  death  benefit  payable  by the  Bank  upon  the  death of the
                  Officer  and merges all prior  discussions  between  them with
                  respect to that subject  matter  only,  and not party shall be
                  bound  by  any   representation,   definition,   condition  or
                  provision other than as expressly  stated in this Agreement or
                  as  subsequently  set forth in an amendment  hereto adopted in
                  the manner provided above.

            5.    Officer agrees on behalf of himself, his heirs,  executors and
                  administrators  and any other  person or persons  claiming any
                  benefit  under  his by  virtue  of this  Agreement  that  this
                  Agreement  and all rights,  interests  and benefits  hereunder
                  shall not be assigned, transferred, pledged or hypothecated in
                  any way by the Officer or by any beneficiary,  heir, executor,
                  administrator  or other person  claiming  under the Officer by
                  virtue  of  this   Agreement  and  shall  not  be  subject  to
                  execution,   attachment  or  similar  process.  Any  attempted
                  assignment,  transfer,  pledge or  hypothecation  or any other
                  disposition of such rights, interests and benefits contrary to
                  the  foregoing  provisions  or  the  levy  or  any  execution,
                  attachment or similar  process  thereon shall be null and void
                  and without effect.

            6.    This Agreement  shall be binding upon and inure to the benefit
                  of the parties  hereto and their  respective  heirs,  personal
                  representatives and successors,  and any successor to the Bank
                  shall be deemed  substituted  for the Bank  under the terms of
                  this Agreement.  As used herein,  the term  "successor"  shall
                  include any person,  firm,  corporation  or any other business
                  entity which, at any time,  whether by consolidation,  merger,
                  purchase or otherwise,  acquires all or  substantially  all of
                  the assets or business of the Bank.

            7.    The  validity,   construction  and   enforceability   of  this
                  Agreement shall be governed in all respects by the laws of the
                  United States of America.

            8.    Nothing contained in this Agreement shall be construed to be a
                  contract  for  employment  for  any  term  of  years,  nor  as
                  conferring  upon the Officer the right to continue  employment
                  with the Bank in the  Officer's  present  capacity.  It is not
                  intended as a current employment contract.

            9.    Notwithstanding  any  of  the  preceding   provisions  of  the
                  Agreement,  neither the Bank, nor any individual  acting as an
                  Officer  or agent of the Bank or as a Member  of the  Board of
                  Directors,  shall be liable to any Officer, former Officer, or
                  any other  person for any claim,  loss,  liability  or expense
                  incurred in connection with the Agreement.

            10.   Nothing  contained in this Agreement shall affect the right of
                  the Officer to participate in, or be covered by, any qualified
                  or  non-qualified  pension,  profit sharing,  group,  bonus or
                  other


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<PAGE>

                  supplemental   compensation   or  fringe   benefit   Agreement
                  constituting   apart  of  the   Bank's   existing   or  future
                  compensation structure.

            11.   This Agreement may be executed in multiple counterparts,  each
                  of  which  shall  be  deemed  an  original   and  which  shall
                  constitute  but one and the  same  Agreement,  which  shall be
                  sufficiently  evidenced  for all  purposes by anyone  executed
                  counterpart.

            12.   This Agreement  cannot be amended except by the written mutual
                  consent of both parties hereto.

      IN WITNESS WHEREOF,  the parties have caused this Agreement to be executed
on this 22nd day of April, 2003.



                                           /s/ John C. Roman
                                           ------------------------------------
                                           Officer


                                           NAUGATUCK VALLEY SAVINGS
                                           AND LOAN, S.B.
                                           Naugatuck, CT


                                           By: /s/ Dominic J. Alegi, Jr.
                                               --------------------------------
                                               Executive Vice President
                                               Title

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<PAGE>


                              AMENDMENT ONE OF THE
                        OFFICER'S DEATH BENEFIT AGREEMENT
                              Dated April 22, 2003

                                   Exhibit A


The following  shall amend the Officer's  Death Benefit  Agreement  entered into
April 22, 2003 between  Naugatuck  Valley  Savings and Loan,  S.B. aka Naugatuck
Valley Saving and Loan and John C. Roman.  This  amendment is made in accordance
with said agreement and as evidenced by the signature  below,  is agreed upon by
both Naugatuck  Valley Savings and Loan,  S.C. aka Naugatuck  Valley Savings and
Loan ("Employer") and John C. Roman ("Employee"):


      Page 1, paragraph 9 shall be amended to read as follows:

            Upon the death of the  Officer,  a death  benefit will be payable to
            his designated  beneficiary.  The death benefit payable  pursuant to
            this  subparagraph  shall be One Hundred  Ninety-three  Thousand and
            00/100ths dollars ($193,000.00) paid in a lump sum.

All other language in the agreement remains the same.

IN WITNESS WHEREOF,  the parties hereto acknowledge that each has carefully read
this Amendment and mutually consent to its terms. The original has been executed
at Naugatuck,  CT on the 16th day of November 2004 and that, upon execution each
party has received a conforming copy.


                                               NAUGATUCK VALLEY SAVINGS AND LOAN

/s/ Bernadette A. Mole                         By: /s/ Ronald D. Lengyel
-----------------------------                      -----------------------------
Witness                                                    Title


/s/ Kathy McFadden                             By: /s/ John C. Roman
-----------------------------                      -----------------------------
Witness                                                John C. Roman



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