**CHANGE      IN CONTROL AGREEMENT**

**AGREEMENT,      **

**WHEREAS**

**WHEREAS**

**WHEREAS**

**WHEREAS**

**WHEREAS**

**NOW,      THEREFORE**

| 1.     | (a)    | The                term of this Agreement shall be from July 1, 2006 until July 1, 2007,                subject to renewal and extension as provided for in subparagraph                (1) (b)                hereof. Such period, as from time to time renewed, is referred to                herein                as the “term hereof”.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
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|   | (b)    | On                each July 1st                commencing in 2007 (a “Renewal Date”), this Agreement shall be                automatically renewed for an additional year, so that after such                extension, this Agreement shall have a term ending one (1) year after                such                Renewal Date, unless prior to such Renewal Date either party hereto                shall                have given notice to the other that such renewal shall not take place                (but                no such notice shall have the effect of terminating this Agreement                prior                to the expiration of one (1) year from and after the Effective Date                hereof); provided, however, that upon the occurrence of any Change                in                Control Event (as defined in paragraph 2 hereof) during the term                hereof,                this Agreement shall be automatically extended for the one period                following the date of Change of                Control. |

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| 2.     | Should                at any time there occur any one of the following events (any one                of which                shall be referred to as a “Change in Control Event”): |
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|   | (a)                                                                                                                                                                                             | Any                person shall become the beneficial owner, directly or indirectly,                of                securities representing 20 percent or more of the combined voting                power of                the then outstanding securities of the Bank (as used in this subparagraph                (a), the term “beneficial ownership” shall have the meaning ascribed to                that term from time to time under the rules and regulations promulgated                by                the Federal Deposit Insurance Corporation (“FDIC”) (currently codified at                12 C.F.R. Section 335.403 or any similar, successor statute and rules);                a                “person” shall include any natural person, corporation, partnership,                trust, association or any group of persons, whose ownership of the                Bank’s                securities would be required to be reported collectively pursuant                to rules                and regulations of the FDIC; and “affiliate” shall mean a person that                directly, or indirectly through one or more intermediaries, controls,                or                is controlled by, or is under common control with, the person specified,                pursuant to the rules and regulations of the FDIC. |
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|   | (b)                                                                                                                                                                                             | The                Bank shall be a party to any merger or consolidation with another                corporation, association or business entity, which merger or consolidation                shall be consummated or shall sell, exchange or transfer all or                substantially all of its respective assets to some other person (as                “person” is defined in subparagraph (a), above), except in any such case                in a transaction in which immediately after such merger or consolidation                or such sale, exchange or transfer, the shareholders of the Bank,                in their                capacities as such and as a result thereof, shall own at least 50                percent                in voting power of the then outstanding securities of the Bank or                of any                surviving corporation or business entity pursuant to any such merger                (or                of its parent), the consolidated corporation or business entity in                any                such consolidation or of all the persons or their parents to which                such                sale, exchange or transfer of assets is made; or |
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|   | (c)                                                                                                                                                                                             | The                Bank shall cease to be a publicly owned corporation; or |
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|   | (d)                                                                                                                                                                                             | During                the period of one (1) year, individuals who at the beginning of any                such                period constitute the Directors of the Bank shall have ceased for                any                reason to constitute at least a majority thereof unless the election,                or                the nomination for election by the Bank’s shareholders, of each new                director of the Bank was approved by a vote of at least two-thirds                of the                Directors of the Bank then still in office who were Directors of                the Bank                at the beginning of such period, provided, that a majority is composed                of                Directors who were Directors before the occurrence of an event which                would                otherwise constitute a Change in Control Event (the “Continuing                Directors”), together with any Directors whose election was approved by                a |

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | majority                of the Continuing Directors in office at that time, may specifically                determine in the good faith exercise of their judgment that such                event                does not constitute a Change in Control Event because it is not likely                to                change the existing management, personnel or management policies                of the                Bank;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | then                (i) if in any such case within one (1) year thereafter there shall                be a                termination of Employee’s employment other than for Good Cause as defined                in paragraph 3, or (ii) if within one (1) year thereafter the Employee                terminates his employment for Good Reason as defined in paragraph                4, then                in either such case the Bank shall, subject to the restriction contained                in paragraph 5 thereof: |
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | (A)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | within                fifteen (15) days of such termination, make a cash payment to the                Employee                in an amount equal to three (3) times Employee’s Annual Compensation as                defined below in this paragraph less one dollar and minus any and                all cash                compensation that has actually been paid to Employee following the                Change                in Control Event by the Bank or its successor; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | (B)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | maintain                and provide for a period ending at the earlier of (i) one (1) year                after                the date of termination of the Employee’s employment, or (ii) the date of                Employee’s full-time employment by another employer (provided that                Employee is entitled under the terms of such employment to benefits                substantially similar to those described in this subparagraph (B),                at a                cost to Employee not greater than it would have been had he continued                as                an employee at the Bank), Employee’s continued participation in all group                insurance, life insurance, health and accident, disability and other                employee benefit plans, programs and arrangements (other than any                retirement benefit plan, program or arrangement) in which the Employee                was                entitled to participate immediately prior to the date of termination,                provided that the Employee’s continued participation is possible under the                general terms and provisions of such plans, programs and                arrangements. |
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| Unless                otherwise prohibited under paragraph 5 hereof, in the event that                the                Employee’s participation in any plan, program or arrangement as provided                in subparagraph (B) above is barred, or any such plan, program or                arrangement is discontinued or the benefits thereunder are materially                reduced, during such period the Bank shall arrange to provide Employee                with, or reimburse Employee for his cost of obtaining, benefits                substantially similar to those which the Employee was entitled to                receive                under such plans, programs and arrangements (other than any retirement                benefit plan, program or arrangement) immediately prior to the date                of                termination. At the end of the period of coverage hereinabove provided                for, the Employee shall have apportionment of prepaid premiums, any                assignable insurance owned by the Bank and relating specifically                to the                Employee. |

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| For                purposes of this Agreement, Employee’s “Annual Compensation” shall be                deemed to mean the greater of (i) the annual base salary and average                bonus                for the past three years of Employee as in effect on the date of                the                occurrence of the Change of Control Event immediately preceding Employee’s                termination, or (ii) the annual base salary and projected bonus                compensation of Employee as of the date of termination of Employee’s                employment. Employee’s annual base salary for purposes of calculating                Employee’s Annual Compensation shall include any annual base salary paid                to Employee by any Subsidiary (as defined in subparagraph 9(d) hereof). |
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| 3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | For                purposes of this Agreement, termination of the Employee by the Bank                for                “Good Cause” shall mean termination only by reason of one or more of the                following occurrences: |
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (a) | His                conviction, by a court of competent jurisdiction, of a crime involving                moral turpitude, whether or not committed during the term hereof;                or |
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (b) | His                commission of an act of fraud upon, or materially evidencing bad                faith                toward, the Bank; or |
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (c) | A                willful breach by him of any material duty or obligation imposed                upon him                under the terms of his employment with the Bank, as to which breach                the                Bank shall have given him thirty (30) days’ notice, and which breach shall                not have been cured within such thirty-day period; or |
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (d) | His                inability, by reason of physical or mental disability, to carry out                the                normal and usual duties of his employment for six (6) consecutive                months.                Such disability shall, in the event of a dispute between Employee                and the                Bank concerning Employee’s physical or mental ability to perform his                duties, be finally determined by a competent physician mutually agreeable                to both parties; or |
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (e) | His                breach of a fiduciary duty to the Bank or violation of any banking                law or                regulation. |
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (f) | For                purposes of this paragraph 3, no act, or failure to act, on Employee’s                part shall be considered, “willful” unless done, or omitted to be done, by                Employee not in good faith and without reasonable belief that Employee’s                action or omission was in the best interest of the Bank; provided                that any                act or omission to act on the Employee’s behalf in reliance upon an                opinion of counsel to the Bank or counsel to the Employee received                prior                to such act or omission to act shall not be deemed to be                willful. |
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| 4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | For                purposes of this Agreement, termination by the Employee of his employment                for “Good Reason” shall mean: |

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|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | The                assignment of duties to the Employee by the Bank or a Subsidiary                which (i)                are materially inferior to the Employee’s duties immediately prior to a                Change in Control Event, or (ii) result in the Employee having                significantly less authority and/or responsibility than he had prior                to a                Change in Control Event, without his express written consent;                or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
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|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | The                removal of the Employee from, or any failure to reelect him to, the                position(s) held by Employee immediately prior to a Change in Control                Event, except in connection with a termination of his employment                by the                Bank or a Subsidiary for Good Cause; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
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|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | A                reduction by the Bank or a Subsidiary of the Employee’s base salary as in                effect on the date of a Change in Control Event or as the same may                be                increased from time to time thereafter; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
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|   | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | The                relocation of the Bank’s principal executive offices to a location outside                of the Bristol, Connecticut area, or the Bank’s or a Subsidiary’s                requiring the Employee to be located anywhere other than the Bank’s                principal executive offices except for required travel on business                to an                extent substantially consistent with his business travel obligations                at                the time this Agreement was entered into, or, in the event the Employee                consents to any such relocation of the Bank’s executive offices, the                failure by the Bank or a Subsidiary to pay (or reimburse him for)                all                reasonable moving expenses incurred by him relating to a change in                his                principal residence in connection with such relocation and to indemnify                him against any loss realized in the sale of his principal residence                in                connection with any such change of residence; or |
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|   | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | The                failure of the Bank or a Subsidiary to provide the Employee with                substantially the same fringe benefits (including paid vacations)                that                were provided to him immediately prior to a Change in Control Event,                or                with a package of fringe benefits that, though one or more of such                benefits may vary from those in effect immediately prior to a Change                in                Control Event, is substantially comparable in all material respects                to                such fringe benefits taken as a whole; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
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|   | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | The                failure of the Bank or a Subsidiary to obtain the assumption of an                agreement to perform this Agreement by any successor as contemplated                in                subparagraph 9(b) (ii) hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
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| 5.     | Nothing                in this Agreement shall be interpreted as requiring the Bank to make                payments which would constitute a prohibited excess parachute payment                pursuant to Section 280G of the Internal Revenue Code or which would                be in                violation of restrictions imposed, if any, pursuant to Section 18                of the                Federal Deposit Insurance                Act. The Employee expressly disclaims any right to a payment, which                would                be so prohibited. |

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| 6.     | Employee                acknowledges that he relies for the payments to be made to him hereunder                solely upon the contractual obligations herein undertaken by the                Bank and                solely as a general creditor of the Bank. The parties acknowledge                that                Employee shall have no right to receive any payments or benefits                except at                the time, in the amounts, and in the manner herein provided, all                of which                are essential terms of this Agreement and essential considerations                to the                Bank in obligating itself to make the payments herein                provided. |
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| 7.     | A                waiver by either party of any of the terms and conditions of this                Agreement in any instance shall not be deemed or construed to be                a waiver                of such terms or conditions for the future, or of any subsequent                breach                thereof.                                                                                                                                                                                                                                                                                                                                                                                                             |
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| 8.     | Any                and all notices required or permitted to be given hereunder shall                be in                writing and shall be deemed to have been given when deposited in                the                United States mails, certified or registered mail, postage prepaid                and                addressed as follows:                                                                                                                                                                                                                                                                                                                                                                               |

|   | To                Employee: | Arnaldo                Marinelli     |
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|   |                        | 119                Meriden Avenue    |
|   |                        | Southington,                CT 06489 |
|   |                        |                                 |
|   | To                the Bank: | President\CEO                        |
|   |                        | Valley                Bank           |
|   |                        | Four                Riverside Avenue |
|   |                        | Bristol,                CT 06010     |

|   | Either                party may change by notice the address to which notices to him or                it are                to be addressed. |
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| 9.     | (a)                                                                                                                                           | Employee                shall not have any right to commute, encumber or dispose of the right                to                receive payment hereunder or of the right to receive any of the benefits                provided for hereunder. |
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|   | (b)                                                                                                                                           | The                Bank may: (i) remaining obligated with respect to this Agreement,                cause                its obligations hereunder to be performed by a Subsidiary or Subsidiaries,                in whole or in part, and may, to the extent provided herein, cause                Employee to be assigned duties with respect to any such Subsidiary                or                Subsidiaries; (ii) assign this Agreement and its right hereunder                in whole,                but not in part, to any bank, corporation or other entity with or                into                which it may hereafter merge or consolidate or to which it may transfer                all or substantially all of its respective assets, if in any such                case                such bank, corporation or other entity shall by operation of law                or                expressly in writing assume                all liabilities of the Bank hereunder as fully as if it had been                originally named the Bank herein; but may not otherwise assign this                Agreement or its rights hereunder. |

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|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                | This                Agreement does not constitute an agreement for the employment of                Employee                and shall not give Employee any right to be retained in the service                or                employ of the Bank or any Subsidiary. The Bank and its Subsidiaries                retain                the right to discharge Employee at any time (provided that Employee                is an                employee of such institution) at will, with or without cause, as                if this                Agreement had never been entered into; provided, however, that upon                any                such termination and discharge following a Change in Control Event                Employee shall be entitled to the benefits of this Agreement, if                any,                payable or to be provided in connection with such                termination. |
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|   | (d)                                                                                                                                                                                                                                                                                                                                                                                                | For                purposes of this Agreement, the term “Subsidiary” means a bank,                corporation or other entity at least 50 percent of the total combined                voting power of all classes of stock of which is owned by the Bank,                either                directly or through one or more subsidiaries.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
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|   | (e)                                                                                                                                                                                                                                                                                                                                                                                                | Nothing                herein contained shall affect the terms and conditions of any other                written agreement between Employee and the Bank or any                Subsidiary.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
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| 10.    | If                any provision of this Agreement, as applied to either party or to                any                circumstances, shall be adjudged by a court to be void or unenforceable,                the same shall in no way affect any other provision of this Agreement                or                the applicability of such provision to any other                circumstance. |
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| 11.    | This                Agreement may not be varied, altered, modified, changed, or in any                way                amended except by an instrument in writing, executed by the parties                hereto                or their legal representatives.                                                                                                                                  |
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**IN      WITNESS WHEREOF**

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