EXHIBIT 10.3

                           CHANGE IN CONTROL AGREEMENT

      This  AGREEMENT  ("Agreement")  is hereby  entered into as of November 24,
2004, by and between NAUGATUCK VALLEY SAVINGS AND LOAN (the "Bank"), a federally
chartered  savings  bank,  with its  principal  offices  at 333  Church  Street,
Naugatuck, Connecticut 06770, Dominic J. Alegi, Jr. ("Executive"), and NAUGATUCK
VALLEY FINANCIAL CORPORATION (the "Company"),  a federally chartered corporation
and the holding company of the Bank, as guarantor.

      WHEREAS,  the Bank  recognizes  the  importance of Executive to the Bank's
operations  and wishes to protect his  position  with the Bank in the event of a
change in control of the Bank or the Company for the period provided for in this
Agreement; and

      WHEREAS,  Executive and the Board of Directors of the Bank desire to enter
into an  agreement  setting  forth the terms and  conditions  of payments due to
Executive  in the  event of a change  in  control  and the  related  rights  and
obligations of each of the parties.

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

1.    Term of Agreement.
      ------------------

      a. The term of this Agreement shall be (i) the initial term, consisting of
      the period commencing on the date of this Agreement (the "Effective Date")
      and ending on the third  anniversary of the Effective  Date, plus (ii) any
      and all extensions of the initial term made pursuant to this Section 1.

      b.  Commencing  on  the  first  anniversary  of  the  Effective  Date  and
      continuing each anniversary date thereafter, the Board of Directors of the
      Bank (the "Board of Directors")  may extend the term of this Agreement for
      an  additional  one (1) year period beyond the then  effective  expiration
      date,  provided  that  Executive  shall not have given at least sixty (60)
      days' written notice of his desire that the term not be extended.

      c.  Notwithstanding  anything  in  this  Section  to  the  contrary,  this
      Agreement shall terminate if Executive or the Bank terminates  Executive's
      employment prior to a Change in Control.

2.    Change in Control.
      ------------------

      a. Upon the  occurrence  of a Change in Control of the Bank or the Company
      followed at any time during the term of this Agreement by the  termination
      of Executive's  employment in accordance with the terms of this Agreement,
      other than for Cause,  as defined in Section  2c. of this  Agreement,  the
      provisions of Section 3 of this Agreement shall apply. Upon the occurrence
      of a Change in Control, Executive shall have the right

<PAGE>

      to elect to  voluntarily  terminate his  employment at any time during the
      term of this Agreement following an event constituting "Good Reason."

      "Good Reason" means,  unless  Executive has consented in writing  thereto,
      the occurrence following a Change in Control, of any of the following:

            i.    the   assignment   to  Executive  of  any  duties   materially
                  inconsistent with Executive's position, including any material
                  diminution   in   status,   title,   authority,    duties   or
                  responsibilities,  excluding  for this  purpose  an  isolated,
                  insubstantial  and  inadvertent  action not taken in bad faith
                  and  that is  remedied  by the  Bank or  Executive's  employer
                  reasonably promptly after receipt of notice from Executive;

            ii.   a reduction by the Bank or Executive's employer of Executive's
                  base  salary  in  effect  immediately  prior to the  Change in
                  Control;

            iii.  the relocation of  Executive's  office to a location more than
                  twenty-five  (25)  miles from its  location  as of the date of
                  this Agreement;

            iv.   the taking of any action by the Bank or any of its  affiliates
                  or  successors   that  would   materially   adversely   affect
                  Executive's overall compensation and benefits package,  unless
                  such changes to the compensation and benefits package are made
                  on a  non-discriminatory  basis and affect  substantially  all
                  employees; or

            v.    the failure of the Bank or the  affiliate of the Bank by which
                  Executive  is  employed,  or any  affiliate  that  directly or
                  indirectly  owns or controls any affiliate by which  Executive
                  is employed, to obtain the assumption in writing of the Bank's
                  obligation  to perform this  Agreement by any successor to all
                  or  substantially  all  of the  assets  of the  Bank  or  such
                  affiliate  within  thirty  (30) days  after a  reorganization,
                  merger, consolidation,  sale or other disposition of assets of
                  the Bank or such affiliate.

      b. For purposes of this  Agreement,  a "Change in Control" shall be deemed
      to occur on the earliest of any of the following events:

            i.  Merger:  The Company  merges into or  consolidates  with another
            corporation,  or merges another corporation into the Company, and as
            a result less than a majority of the  combined  voting  power of the
            resulting corporation  immediately after the merger or consolidation
            is held by persons who were stockholders of the Company  immediately
            before the merger or consolidation.

            ii.  Acquisition of Significant Share Ownership:  There is filed, or
            is required to be filed, a report on Schedule 13D or another form or
            schedule  (other than Schedule 13G) required under Sections 13(d) or
            14(d)  of the  Securities  Exchange


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<PAGE>

            Act of 1934,  if the schedule  discloses  that the filing  person or
            persons acting in concert has or have become the beneficial owner of
            25% or more of a class of the Company's voting securities,  but this
            clause (b) shall not apply to beneficial ownership of Company voting
            shares  held in a  fiduciary  capacity  by an  entity  of which  the
            Company directly or indirectly  beneficially owns 50% or more of its
            outstanding voting securities.

            iii.  Change  in  Board  Composition:   During  any  period  of  two
            consecutive years, individuals who constitute the Company's Board of
            Directors  at the  beginning  of the  two-year  period cease for any
            reason to constitute  at least a majority of the Company's  Board of
            Directors;  provided,  however,  that for  purposes  of this  clause
            (iii),  each  director  who is first  elected by the board (or first
            nominated by the board for election by the  stockholders)  by a vote
            of at least  two-thirds (2/3) of the directors who were directors at
            the  beginning of the  two-year  period shall be deemed to have also
            been a director at the beginning of such period; or

            iv.  Sale of  Assets:  The  Company  sells to a third  party  all or
            substantially all of its assets.

      Notwithstanding  anything in this  Agreement to the contrary,  in no event
shall the  reorganization  of the Bank from the mutual  holding  company form of
organization to the full stock holding  company form of organization  (including
the elimination of the mutual holding company)  constitute a "Change in Control"
for purposes of this Agreement.

      c.  Executive  shall not have the right to  receive  termination  benefits
pursuant to Section 3 hereof upon termination for "Cause." Termination for Cause
shall mean termination of employment because of Executive's personal dishonesty,
incompetence,  willful  misconduct,  any  breach  of  fiduciary  duty  involving
personal profit, intentional failure to perform stated duties, willful violation
of  any  law,  rule,  regulation  (other  than  traffic  violations  or  similar
offenses),  willful  violation  of any final  cease  and  desist  order,  or any
material  breach  of  any  provision  of  this  Agreement.  Notwithstanding  the
foregoing,  Executive  shall not be deemed  to have  been  terminated  for Cause
unless and until there shall have been  delivered  to him a copy of a resolution
duly adopted by the affirmative  vote of a majority of the entire  membership of
the Board of Directors  at a meeting of the Board of  Directors  called and held
for that purpose (after  reasonable  notice to Executive and an opportunity  for
him, together with counsel, to be heard before the Board of Directors),  finding
that, in the good faith opinion of the Board of Directors,  Executive was guilty
of conduct  justifying  termination  for Cause and  specifying  the  particulars
thereof in detail. Executive shall not have the right to receive compensation or
other  benefits for any period after  termination  for Cause.  During the period
beginning on the date of the Notice of Termination for Cause pursuant to Section
4 hereof  through  the Date of  Termination  (as  defined in Section  4),  stock
options  granted  to  Executive  under  any  stock  option  plan  shall  not  be
exercisable  nor shall any unvested stock awards granted to Executive  under any
stock benefit plan of the Bank, the Company or any


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<PAGE>

subsidiary or affiliate  thereof,  vest. At the Date of Termination,  such stock
options and any such unvested  stock awards shall become null and void and shall
not be exercisable  by or delivered to Executive at any time  subsequent to such
termination for Cause.

3.    Termination Benefits.
      ---------------------

      a. If Executive's  employment is voluntarily  (in accordance  with Section
2a. of this Agreement) or involuntarily  terminated  within three (3) years of a
Change in Control, Executive shall receive:

            i.    a  lump  sum  cash  payment  equal  to  three  (3)  times  the
                  Executive's  "base  amount,"  within  the  meaning  of Section
                  280G(b)(3)  of the Internal  Revenue Code of 1986,  as amended
                  (the  "Code").  Such payment shall be made not later than five
                  (5) days following Executive's termination of employment under
                  this Section 3.

            ii.   Continued  benefit  coverage under all Bank health and welfare
                  plans (as defined in  accordance  with  Section  (3)(1) of the
                  Employee Retirement Income Security Act of 1974 ("ERISA"),  29
                  U.S.C. Sec. 1002(1),  and applicable  regulations  thereunder)
                  which  Executive  participated in as of the date of the Change
                  in Control (collectively,  the "Employee Benefit Plans") for a
                  period  of  thirty-six  (36)  months   following   Executive's
                  termination  of  employment.  Said coverage  shall be provided
                  under the same terms and  conditions  in effect on the date of
                  Executive's termination of employment.  Solely for purposes of
                  benefits   continuation  under  the  Employee  Benefit  Plans,
                  Executive  shall be deemed to be an  active  employee.  To the
                  extent that benefits required under this Section 3a. cannot be
                  provided  under the terms of any Employee  Benefit  Plan,  the
                  Bank  shall  enter  into  alternative  arrangements  that will
                  provide Executive with comparable benefits.

      b. Notwithstanding the preceding provisions of this Section 3, in no event
shall the  aggregate  payments or  benefits to be made or afforded to  Executive
under  said  paragraphs  (the  "Termination  Benefits")  constitute  an  "excess
parachute payment" under Section 280G of the Code or any successor thereto,  and
to avoid such a result,  Termination Benefits will be reduced, if necessary,  to
an  amount  (the  "Non-Triggering  Amount"),  the  value of which is one  dollar
($1.00) less than an amount equal to three (3) times  Executive's "base amount,"
as  determined  in  accordance  with said Section  280G.  The  allocation of the
reduction  required  hereby  among the  Termination  Benefits  provided  by this
Section 3 shall be determined by Executive.

4.    Notice of Termination.
      ----------------------

      a.  Any  purported  termination  by the  Bank  or by  Executive  shall  be
communicated by Notice of Termination to the other party hereto. For purposes of
this  Agreement,  a "Notice of  Termination"  shall mean a written  notice which
shall indicate the specific termination  provision in this Agreement relied upon
and shall set forth in detail the facts and  circumstances  claimed to


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<PAGE>

provide a basis for termination of Executive's employment under the provision so
indicated.

      b. "Date of  Termination"  shall mean the date  specified in the Notice of
Termination  (which,  in the case of a termination for Cause,  shall not be less
than thirty (30) days from the date such Notice of Termination is given).

5.    Source of Payments.
      -------------------

      All payments  provided in this  Agreement  shall be timely paid in cash or
check from the general funds of the Bank. The Company, however,  unconditionally
guarantees  payment and  provision of all amounts and benefits due  hereunder to
Executive  and, if such  amounts and  benefits  due from the Bank are not timely
paid or  provided  by the  Bank,  such  amounts  and  benefits  shall be paid or
provided by the Company.

6.    Effect on Prior Agreements and Existing Benefit Plans.
      ------------------------------------------------------

      This  Agreement  contains  the entire  understanding  between  the parties
hereto and supersedes any prior agreement between the Bank and Executive, except
that this  Agreement  shall not  affect or  operate  to reduce  any  benefit  or
compensation inuring to Executive of a kind elsewhere provided.  No provision of
this  Agreement  shall be  interpreted  to mean that  Executive  is  subject  to
receiving fewer benefits than those  available to him without  reference to this
Agreement.  Nothing in this  Agreement  shall confer upon Executive the right to
continue in the employ of the Bank or shall impose on the Bank any obligation to
employ or retain Executive in its employ for any period.

7.    No Attachment.
      --------------

      a.  Except as required  by law,  no right to receive  payments  under this
Agreement  shall be  subject to  anticipation,  commutation,  alienation,  sale,
assignment,  encumbrance,  charge,  pledge,  or  hypothecation  or to execution,
attachment,  levy or similar  process or assignment by operation of law, and any
attempt, voluntary or involuntary, to affect any such action shall be null, void
and of no effect.

      b. This  Agreement  shall be binding  upon,  and inure to the  benefit of,
Executive, the Bank and their respective successors and assigns.

8.    Modification and Waiver.

      a. This  Agreement may not be modified or amended  except by an instrument
in writing signed by the parties hereto.

      b. No term or  condition  of this  Agreement  shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any provision
of this Agreement,  except by written  instrument of the party charged with such
waiver or estoppel.  No such written waiver shall be deemed a continuing  waiver
unless specifically  stated therein,  and each such waiver shall operate only as
to the specific  term or condition  waived and shall not  constitute a waiver of


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<PAGE>

such  term  or  condition  for  the  future  or as to any act  other  than  that
specifically waived.

9.    Severability.
      -------------

      If, for any reason,  any provision of this  Agreement,  or any part of any
provision, is held invalid, such invalidity shall not affect any other provision
of this  Agreement or any part of such  provision not held so invalid,  and each
such other  provision and part thereof shall to the full extent  consistent with
law continue in full force and effect.

10.   Headings for Reference Only.
      ----------------------------

      The headings of sections  and  paragraphs  herein are included  solely for
convenience of reference and shall not control the meaning or  interpretation of
any of the provisions of this Agreement.  In addition,  references herein to the
masculine shall apply to both the masculine and the feminine.

11.   Governing Law.
      --------------

      Except  to  the  extent   preempted   by  federal   law,   the   validity,
interpretation, performance, and enforcement of this Agreement shall be governed
by the  laws of the  State of  Connecticut,  without  regard  to  principles  of
conflicts of law of that State.

12.   Arbitration.
      ------------

      Any  dispute  or  controversy  arising  under or in  connection  with this
Agreement shall be settled exclusively by arbitration,  conducted before a panel
of three  arbitrators  sitting in a location  selected by Executive within fifty
(50) miles from the location of the Bank,  in  accordance  with the rules of the
American Arbitration  Association then in effect. Judgment may be entered on the
arbitrator's award in any court having  jurisdiction;  provided,  however,  that
Executive shall be entitled to seek specific performance of his right to be paid
until the Date of Termination  during the pendency of any dispute or controversy
arising under or in connection with this Agreement.

13.   Payment of Legal Fees.
      ----------------------

      All  reasonable  legal fees and  expenses  paid or incurred  by  Executive
pursuant to any dispute or question of interpretation relating to this Agreement
shall  be paid or  reimbursed  by the  Bank,  only if  Executive  is  successful
pursuant to a legal judgment, arbitration or settlement.

14.   Indemnification.
      ----------------

      The  Company or the Bank shall  provide  Executive  (including  his heirs,
executors and  administrators)  with coverage  under a standard  directors'  and
officers'  liability  insurance  policy  at  its  expense  and  shall  indemnify
Executive (and his heirs,  executors and  administrators)  to the fullest extent
permitted under  applicable law against all expenses and liabilities  reasonably
incurred  by him in  connection  with  or  arising  out of any  action,  suit or
proceeding  in which he


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<PAGE>

may be  involved  by reason of his  having  been a  director  or  officer of the
Company or the Bank  (whether or not he continues to be a director or officer at
the  time  of  incurring  such  expenses  or  liabilities),  such  expenses  and
liabilities  to  include,  but  not  be  limited  to,  judgments,  court  costs,
attorneys' fees and the costs of reasonable settlements.

15.   Successors to the Bank and the Company.
      ---------------------------------------

      The Bank and the Company shall require any successor or assignee,  whether
direct or indirect, by purchase,  merger,  consolidation or otherwise, to all or
substantially  all  of the  business  or  assets  of the  Bank  or the  Company,
expressly and  unconditionally to assume and agree to perform the Bank's and the
Company's  obligations under this Agreement,  in the same manner and to the same
extent  that the Bank and the  Company  would be  required to perform if no such
succession or assignment had taken place.


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<PAGE>

                                   SIGNATURES

      IN WITNESS WHEREOF, Naugatuck Valley Savings and Loan and Naugatuck Valley
Financial  Corporation have caused this Agreement to be executed and their seals
to be affixed  hereunto by their duly  authorized  officers,  and  Executive has
signed this Agreement, on the 24th day of November, 2004.

ATTEST:                                  NAUGATUCK VALLEY SAVINGS AND LOAN

/s/ Bernadette A. Mole                   By: /s/ John C. Roman
---------------------------                 ------------------------------------
Corporate Secretary                         For the Entire Board of Directors


ATTEST:                                  NAUGATUCK VALLEY FINANCIAL CORPORATION
                                         (Guarantor)

/s/ Bernadette A. Mole                   By: /s/ John C. Roman
---------------------------                 ------------------------------------
Corporate Secretary                         For the Entire Board of Directors

       [SEAL]

WITNESS:                                 EXECUTIVE

/s/ Bernadette A. Mole                   /s/ Dominic J. Alegi, Jr.
---------------------------              ---------------------------------------
Corporate Secretary                      Dominic J. Alegi, Jr.


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