Exhibit












SAVINGS INSTITUTE BANK AND TRUST COMPANY 
 EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN II


The purpose of the Savings Institute Bank and Trust Company  Executive Supplemental Retirement Plan II is to provide Participants with supplemental retirement benefits in addition to those otherwise provided to employees of the Savings Institute Bank and Trust Company.


This Plan is an unfunded plan maintained for the purpose of providing deferred compensation for selected officers of the Bank, each of whom is a member of a select group of management or highly compensated employees for purpose of Title I of the Employee Retirement Income Security Act of 1974, as amended.


This Plan is effective as of December 1, 2017.




           ARTICLE I DEFINITIONS


For purposes of the Plan, the following words and phrases shall have the meanings indicated, unless the context clearly indicates otherwise. 


1.1    Accrued Liability Balance means the amount equal to a Participant’s accrued benefit, which is or which should have been reflected as a liability on the Bank’s financial statements during the period beginning with the Effective Date of the Plan and ending on the Participant’s date of death or termination of employment without Cause; provided, however, that for the year in which the Participant dies or terminates employment, such amount shall be adjusted upwards to reflect the accruals during the period since the Bank’s most recent financial statements.


1.2    Administrator means the Compensation Committee of the Board of Directors of the Bank.


1.3    Bank is the Savings Institute Bank and Trust Company, Willimantic, Connecticut and any successor thereto.


1.4    Beneficiary shall mean those persons designated by the Participant to receive benefits under the Plan upon the death of the Participant.


1.5    Board shall mean the Board of Directors of the Savings Institute Bank and Trust Company.


1.6    Cause means termination of employment because of the Participant’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar infractions) or a final cease-and-desist order.


1.7    Change in Control.  For purposes of this Plan, the term “Change of Control” means any of the following events:


(a)    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 


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consolidation is held by persons who were stockholders of the Company immediately before the merger or consolidation.


(b)    Acquisition of Significant Share Ownership: There is filed or 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 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.


(c)    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


(d)    Sale of Assets:  The Company sells to a third party all or substantially all of its assets. 
    
1.8    Code means the Internal Revenue Code of 1986, as amended


1.9    Company shall mean SI Financial Group, Inc., a Maryland corporation.


1.10    Reserved.


1.11    Compensation shall have the same meaning as under the Bank’s 401(k) Plan at the time the amount of a Participant’s benefit is being determined; provided, however, that Compensation shall be determined without regard to any limitation on the maximum dollar amount of compensation taken into account under the Bank’s 401(k) Plan pursuant to Internal Revenue Code Section 401(a)(17) or any similar provision of law.


1.12    Disability means a Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. Disability will occur on the date on which the insurer or administrator of the Bank’s program of long-term disability insurance determines that the Participant is disabled.


1.13    Eligible Employee means one of a select group of management and highly compensated employees of the Bank designated by the Administrator as a Participant in the Plan or identified in Appendix A as a Participant.


1.14    Final Average Compensation means the average of a Participant’s three (3) highest years of Compensation for the calendar years preceding her termination of employment.




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1.15    Normal Retirement Age shall mean the earlier of: the attainment of age 65 or when the sum of the Participant’s age and Years of Service total at least 80.


1.16    Participant means an Eligible Employee who has been selected by the Administrator to participate in the Plan or who is identified in Appendix A.


1.17    Plan shall mean this Savings Institute Bank and Trust Company Supplemental Retirement Plan II.


1.18    Section 409A shall mean Section 409A of the Internal Revenue Code and all regulations, rulings and guidance issued thereunder.


1.19    Year(s) of Service means each twelve (12) month period during which the Executive is employed on a full-time basis by the Bank, beginning on the Executive’s date of hire.


ARTICLE 2
ELIGIBILITY


2.1    Selection of Participants. After the effective date, an Eligible Employee shall become a Participant in the Plan only upon his selection by the Administrator. The Administrator shall give each Participant written notice of the commencement of his participation in the Plan. The initial Participants as of the effective date are identified in Appendix A to the Plan.


2.2    Entitlement to Benefits. Except to the extent provided in Sections 3.3, 3.4 and 3.5, a Participant shall become entitled to receive a benefit under the Plan only if his employment with the Bank terminates for reasons other than Cause after attaining Norman Retirement Age.  Notwithstanding anything in this Plan to the contrary, no benefit shall be payable to a Participant whose employment is terminated for Cause.


ARTICLE 3 
SUPPLEMENTAL RETIREMENT BENEFITS


3.1    Basic Benefit.  Subject to the succeeding provisions of this Article, a Participant shall be entitled to an annual benefit equal to fifty percent (50%) of her Final Average Compensation upon the Participant’s termination of employment (other than for Cause) after attaining Normal Retirement Age. Such benefit shall be paid in accordance with the Participant’s election under Section 3.6 at the time specified in Section 3.7


3.2    Separation from Service.  A Participant’s termination of employment with the Bank shall have the same meaning as “Separation from Service” as that phrase is defined in Section 409A. 


3.3     Early Retirement Benefit. If a Participant’s termination of employment occurs prior to a date when the Participant is eligible to receive a benefit determined under Section 3.1, the Participant’s benefit shall equal the dollar amount of the Participant’s benefit determined under Section 3.1 reduced by 2% for each point by which the sum of the Participant’s age and Years of Service is less than 80.  Such benefit shall be paid in accordance with the Participant’s election under Section 3.6 at the time specified in Section 3.7.




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3.4    Death and Disability Benefits.  


		
	A.
	Death During Active Service. If the Participant dies while actively employed by the Bank, the Bank shall pay to the Beneficiary the benefit described in this Section 3.4(A).




(i)     Amount of Benefit. The benefit payable under this Section 3.4(A) is the Participant’s projected Accrued Liability Balance as of the date of death, reduced dollar for dollar by the amount payable under the Participant’s Split Dollar Agreement dated December 1, 2017, that exceeds three (3) times the Participant’s Compensation determined as of the Participant’s death.


		
	(ii)
	Payment of Benefit. The Bank shall pay the benefit under this Section 3.4(A) to the Beneficiary in a lump sum within 30 days of the Participant’s death.


 
		
	B.
	Death During Benefit Period.  If a Participant dies after benefit payments have commenced or the Participant’s entitlement to a benefit has been established by reason of her termination of employment but prior to the time payments have commenced, the Bank shall pay to the Beneficiary the benefit described in this Section 3.4(B).




		
	  (i)
	Amount of Benefit. The benefit payable under this Section 3.4(B) is the Participant’s Accrued Liability Balance as of the date of death, reduced dollar for dollar by the amount payable under the Participant’s Split Dollar Agreement dated December 1, 2017, that exceeds three (3) times the Participant’s Compensation determined as of the Participant’s termination of employment. 




		
	(ii)
	Payment of Benefit. The Bank shall pay the benefit under this Section 3.4(B) to the Beneficiary in a lump sum within 30 days of the Participant’s death.


 
		
	C.
	Each Participant may, on a form prescribed by and filed with the Administrator, designate a Beneficiary to receive any death benefit payable under this section. If no effective Beneficiary designation is on file at the time of the Participant’s death, the death benefit under this section shall be paid as follows:




(1)    To the Participant’s surviving spouse, or


		
	(2)
	If no spouse survives, to the Participant’s surviving children in equal shares, with the descendants of a child who has predeceased the Participant taking such child’s share by representation; or




		
	(3)
	If none of the Participant’s spouse and descendants is living, to the representative of the Participant’s estate.




		
	D.
	The automatic Beneficiaries set forth in Subsection C and, except as otherwise provided in the Participant’s duly filed beneficiary designation, the Beneficiaries named in such designation, shall become fixed at the Participant’s death so that if 




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a Beneficiary survives the Participant but dies before final payment of the death benefit, any remaining death benefits shall be paid to the representative of such Beneficiary’s estate.


		
	E.
	Disability.      If the Participant becomes disabled while actively employed, the Participant will receive a Disability Benefit, provided that the Participant has not attained her Normal Retirement Age.




(i)    Amount of Benefit. The benefit payable under this Section 3.4(E) is the Participant’s Accrued Liability Balance as of the date of Disability.


		
	(ii)
	Disability Benefit. Disability Benefits  will commence on the first day of the month following the Participant’s attainment of 65. Such benefit shall be paid in accordance with the Participant’s election under Section 3.6. 


  
3.5    Change in Control Benefit.  If a Participant has a Separation from Service (as defined in accordance with Section 3.2) within twenty-four (24) months following a Change in Control (as such event is defined under Section 409A of the Code and the regulatory guidelines issued thereunder) (other than for Cause), there shall be paid to the Participant an amount equal to the benefit set forth in Section 3.1 determined as if the Participant retired as of the Change in Control date and without regard to whether the Participant attained her Normal Retirement Age as of said date.  The benefit under this Section 3.5 to the Participant shall commence not later than 60 days following the Participant’s Separation from Service and shall be paid in the form of a single life annuity with 15 annual payments guaranteed. 


3.6    Form of Benefit.  Upon a Participant’s entitlement to a benefit under Sections 3.1, 3.3 or 3.4(E), the Participant’s benefit shall be paid in the form of (i) a single life annuity with 15 annual payments guaranteed or (ii) a lump sum which is actuarially equivalent to the annuity form of payment as designated by the Participant on an election form designated by the Bank for such purpose.  Changes in the form of benefit payment shall be permitted during the Participant’s employment if the new election complies in all respect to Section 409A of the Code.  The 409A requirements include: (1) the subsequent election will not take effect for at least 12 months from the date on which the subsequent election is made; and (2) commencement of payments will be delayed for at least five (5) years from the date payment were otherwise scheduled to commence under the Plan.  A participant will not be able to change his or her form of payment following the Participant’s termination of employment.


3.7     Time of Payment.  Benefit payments made to a Participant pursuant to Sections 3.1, 3.3 or 3.4(E) shall commence in accordance with the Participant’s election not later than 60 days following the Participant’s termination of employment.  A Participant may defer the commencement of benefit payment otherwise payable at the time specified in the Participant’s election to a later date, provided the new election complies in all respects to Section 409A of the Code, including the following requirements: (1)  the subsequent election will not take effect for at least 12 months from the date on which the subsequent election is made; and (2) commencement of payments will be delayed for at least five (5) years from the date payment were otherwise scheduled to commence under the Plan.  All distribution elections are irrevocable beginning one (1) calendar year prior to the scheduled payment commencement date.


3.8     Payment in the Event of Incapacity or Minority. If the Administrator, in its discretion, determines that any person entitled to receive any payment under this Plan is physically, mentally or legally incapable of receiving or acknowledging receipt of payment, and no legal representative has been appointed for such person, the Administrator in its discretion may (but shall not be required to) cause any sum otherwise 


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payable to such person to be paid to such one or more as may be chosen by the Administrator from among the following: the institution maintaining such person, such person’s spouse, children, parents or other relatives by blood or marriage, a custodian under any applicable Uniform Transfers to Minors Act or any other person determined by the Administrator to have incurred expense for such person. The Administrator’s payment based upon its good faith determination of the incapacity of the person otherwise entitled to payments under this Plan and the existence of any other person specified above shall be conclusive and binding on all persons. Any such payment shall be a complete discharge of the liabilities of the Bank under this Plan to the extent of such payment.


ARTICLE 4
SOURCE OF BENEFITS


4.1     Employer Funds. This Plan is unfunded, and all benefits payable to Participants and beneficiaries shall be payable solely from the general assets of the Bank. No Participant shall be required or permitted to make any contribution to the Plan.


4.2     Trust Fund. The Bank may establish a trust from which part or all of the benefits under the Plan are to be paid. If a trust is established, all of the principal and income of such trust shall remain subject to the claims of the Bank’s creditors until applied to the payment of benefits.


4.3     Participant’s Right to Funds. This Plan constitutes a mere promise by the Bank to make benefit payments in the future. Beneficial ownership of any assets, whether cash or investments, that the Bank may earmark or place in trust to pay the Participants’ benefits under this Plan shall at all times remain in the Bank, and no Participant or Beneficiary shall have any property interest in any specific assets of the Bank. To the extent a Participant or any other person acquires a right to receive payments from the Bank under this Plan, such right shall be no greater than the right of any unsecured general creditor of the Bank.


ARTICLE 5
ADMINISTRATION


5.1    Administrator. The Administrator of the Plan may delegate any of its administrative functions to another person, subject to revocation of such delegation at any time.


5.2     Discretion. The Administrator shall have the discretionary power and authority to determine the individuals who shall become Participants in the Plan. The Administrator shall also have the discretionary power and authority, which it shall exercise in good faith, to determine whether a Participant is entitled to a benefit under the Plan, the identity of a Participant’s Beneficiary, and the amount and form of the benefit payable to any Participant or Beneficiary. The Administrator shall have the discretion and authority to interpret the Plan and to make such rules and regulations as it deems necessary for the administration of the Plan and to carry out its purposes. The determinations of the Administrator shall be conclusive and binding on all persons.


5.3     Determination of Benefit. The Administrator’s good faith determination of the benefits to which a Participant, surviving spouse, or Beneficiary is entitled under this Plan shall be conclusive and binding on all persons; provided, however, that this provision shall not preclude the Administrator’s correcting any error the Administrator determines to have been made in the computation of any benefit. The Administrator shall be entitled to recover from any Participant or Beneficiary, or from his estate, the amount of any overpayment of benefits and may reduce the amount of future benefits payable to any Participant or Beneficiary by the amount of any overpayment made with respect to the Participant.




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5.4     Benefit Claim Procedure. Within a reasonable period of time following a Participant’s termination of employment, the Administrator will inform the Participant or the Beneficiary of a deceased Participant of the amount of benefits, if any, payable from the Plan. Not later than 30 days after receipt of such notification, the Participant or Beneficiary may file with the Administrator a written claim objecting to the amount of benefits payable under the Plan. The Administrator, not later than 90 days after receipt of such claim, will render a written decision to the claimant on the claim. If the claim is denied, in whole or in part, such decision will include the reason or reasons for the denial, a reference to the Plan provision that is the basis for the denial, a description of additional material or information, if any, necessary for the claimant to perfect the claim, an explanation as to why such information or material is necessary and an explanation of the Plan’s claim procedure. The claimant may file with the Administrator, not later than 60 days after receiving the Administrator’s written decision, a written notice of request for review of the decision, and the claimant or the claimant’s representative may review Plan documents which relate to the claim and may submit written comments to the Administrator. Not later than 60 days after receipt of such review request, the Administrator will render a written decision on the claim, which decision will include the specific reasons for the decision, including a reference to the Plan’s specific provisions where appropriate. The foregoing 90- and 60-day periods during which the Administrator must respond to the claimant may be extended by up to an additional 90 or 60 days, respectively, if special circumstances beyond the Administrator’s control so require.


5.5     Indemnification. The Bank shall indemnify the Administrator and each other person to whom administrative functions are delegated against any and all liabilities that may arise out of their administration of the Plan, except those that are imposed on account of such person’s willful misconduct.


5.6     Limitation of Authority. No person performing any administrative functions with respect to the Plan shall exercise, or participate in the exercise of, any discretion with respect to his own benefit under the Plan. This provision shall not preclude such person from exercising discretionary authority with respect to the generally applicable provisions of the Plan, even though such person’s benefit may be affected by such exercise.


ARTICLE 6 
MISCELLANEOUS


6.1     Actuarial Equivalency. Whenever an actuarial equivalent must be determined under this Plan, it shall be determined using reasonable actuarial factors elected by the Administrator.


6.2     Termination of Employment. A Participant shall be deemed to have terminated employment for purposes of this Plan when he or she has ceased to provide service to the Bank as an employee.


6.3    Reserved.


6.4    No Employment Rights. Nothing contained in this Plan shall be construed as conferring upon any employee the right to continue in the employ of the Bank.


6.5    No Compensation Guarantees. Nothing contained in this Plan shall be construed as conferring upon any employee the right to receive any specific level of compensation; nor shall the Bank be prevented in any way from modifying the manner or form in which the employee is to be compensated.




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6.6    Effect on Benefit Plans. Neither benefits accrued by a Participant under this Plan nor amounts paid pursuant to the Plan following the Participant’s termination of employment shall be deemed to be salary or other compensation to the Participant for the purpose of computing benefits to which he or she may be entitled under any pension plan or other employee benefit plan or arrangement sponsored by the Bank, except to the extent such other plan expressly provides otherwise.


6.7    Rights and Benefits Not Assignable. The rights and benefits of a Participant and any other person or persons to whom payments may be made pursuant to this Plan are personal and, except for payments made to the representative of a person’s estate which may be assigned to the persons entitled to such estate, shall not be subject to any voluntary or involuntary anticipation, alienation, sale, assignment, pledge, transfer, encumbrance, attachment, garnishment by creditors of the Participant or such person or other disposition.


6.8    Amendment and Termination.


		
	A.
	The Board of Directors of the Bank may amend this Plan in such manner as it deems advisable, provided that no amendment shall reduce the accrued benefit of any Participant, determined as of the date of the adoption of such amendment.




		
	B.
	The Bank may terminate this Plan at any time. No person shall accrue any additional benefits under the Plan following the date of its termination. However, the termination of the Plan shall not affect a Participant’s right to receive payment of her accrued benefit (determined as of the date of the Plan’s termination) upon termination of employment; provided the Participant would have been entitled to a benefit upon termination of employment if the Plan had not been terminated.




		
	C.
	For purposes of this Section 6.8, a Participant’s accrued benefit shall mean 10% percent of the annual benefit the Participant would be entitled to receive at age 65 (assuming her continued employment to such date) for each completed Year of Service. Such benefit shall be determined by projecting the Participant’s Final Average Compensation to age 65.




		
	D.
	Notwithstanding anything in the Plan to the contrary, the Bank (or any successor) may terminate the Plan by irrevocable action within 30 days preceding, or 12 months following, a Change in Control, provided that the Plan shall only be treated as terminated if all substantially similar arrangements sponsored by the Bank are terminated so that the Participant and all participants under substantially similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within 12 months of the date of the irrevocable termination of the arrangements.  For these purposes “Change in Control” shall be defined in accordance with the Treasury Regulations under Section 409A. The Participant’s benefit payable under this paragraph D shall equal the actuarial equivalent lump sum present value of the Participant’s benefit set for in Section 3.1 determined as if the Participant retired as of the Change in Control date and without regard whether the Participant attained her Normal Retirement Age as of said date.




6.9     Governing Law. Except to the extent preempted by federal law, this Plan shall be construed in accordance with, and governed by, the laws of the State of Connecticut without regard to rules relating to choice of law.




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6.10     Entire Agreement. This Plan constitutes the entire understanding between the Bank and each Participant as to the subject matter hereof. No rights are granted to a Participant by virtue of this Agreement other than those specifically set forth herein.


ARTICLE 7
SECTION 409A OF THE CODE


7.1     General.  The Bank and the Participant intend that their exercise of authority or discretion under this Plan shall comply with Section 409A of the Code. If when the Participant’s employment terminates the Participant is a specified employee, as defined in Section 409A of the Code, and if any payments under this Plan will result in additional tax or interest to the Participant because of Section 409A, then despite any contrary provision of this Section 7.1, such payments shall be made on the first to occur of the (A) a date that is at least six months after termination of the Participant 's Separation from Service for reasons other than the Participant 's death, (B) the date of the Participant’s death, or (C) any earlier date that does not result in additional tax or interest to the Participant under Section 409A. If any provision of this Plan does not satisfy the requirements of Section 409A , such provision shall nevertheless be applied in a manner consistent with those requirements. If any provision of this Plan would subject the Participant to additional tax or interest under Section 409A , the Bank shall reform the provision. However, the Bank shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Participant to additional tax or interest, and the Bank shall not be required to incur any additional compensation expense as a result of the reformed provision.


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IN WITNESS WHEREOF, the Bank and the Participant sign this Plan as of the dates indicated below:


SAVINGS INSTITUTE BANK 
    AND TRUST COMPANY                PARTICIPANT






By:    /s/ Laurie L. Gervais                /s/ Lauren Murphy                
 Title:    Corporate Secretary                Lauren Murphy    


Date:    January 3, 2018                    Date:  January 23, 2018        






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APPENDIX A – Plan Participants




Lauren Murphy






 













ACCEPTANCE AND BENEFICIARY DESIGNATION






I, Lauren Murphy, hereby designate *See Below_ as direct beneficiary and *See Below_ as contingent beneficiary of the [portion of] benefits payable under the terms of the Plan.


Signed at Willimantic, Connecticut, this    23rd  day of 2018.






_/s/ Lauren Murphy  


                          Lauren Murphy












 









FORM OF BENEFIT


In accordance with Section 3.6 of the Plan, I hereby elect to have my benefits under the Plan payable in the form of a:


[X  ]    Single life annuity, with 15 annual payments guaranteed. 


[   ]    Lump sum payment.










Signed at Willimantic, Connecticut, this    23rd day of 2018.






_/s/ Lauren Murphy  


                                                                                            Lauren Murphy