UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K

(Mark One)



| | x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ------------------------------------------------------------------------------------



For the fiscal year ended December 31,
2013



| |  ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ----------------------------------------------------------------------------------------



For the transition period from __________________
to __________________



Commission File Number: 0-54447



Naugatuck
Valley Financial Corporation

(Exact name of registrant as specified in
its charter)



|Maryland                        |  | 01-0969655                          
|------------------------------- |  | ------------------------------------
|(State or other jurisdiction of |  | (I.R.S. Employer Identification No.)
|incorporation or organization)  |  |                                     



|333 Church Street, Naugatuck, Connecticut |  | 06770     
|----------------------------------------- |  | ----------
|(Address of principal executive offices)  |  | (Zip Code)





Registrant’s telephone number, including
area code: (203) 720-5000



Securities registered pursuant to Section
12(b) of the Act:





|Title of each class                     |  | Name of each exchange on which registered
|--------------------------------------- |  | -----------------------------------------
|Common Stock, par value $0.01 per share |  | Nasdaq Global Market                     





Securities registered pursuant to Section
12(g) of the Act: None



Indicate by check mark
if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ̈
No x



Indicate by check mark
if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  ̈
No x



Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes x No  ̈



Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).

Yes x No  ̈



Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the
registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.

x



Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “accelerated
filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



|Large accelerated filer |  ̈                                              |  | Accelerated filer         |  ̈
|----------------------- | ---------------------------------------------- |  | ------------------------- | -
|                        |                                                |  |                           |  
|Non-accelerated filer   |  ̈(Do not check if a smaller reporting company) |  | Smaller reporting company | x



Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes  ̈ No x



The aggregate market value
of the voting and non-voting common equity held by non-affiliates as of June 30, 2013 was $51,466,229.



As of March 21, 2014, there were7,002,208
shares of the registrant’s common stock outstanding.















DOCUMENTS INCORPORATED BY REFERENCE



Portions of the Proxy Statement for the 2014 Annual Meeting
of Stockholders are incorporated by reference in Part III of this Form 10-K.













INDEX



|           |                                                                                                              | Page
|---------- | ------------------------------------------------------------------------------------------------------------ | ----
|Part I    
|           |                                                                                                              |     
|Item 1.    | Business                                                                                                     | 1   
|Item 1A.   | Risk Factors                                                                                                 | 34  
|Item 1B.   | Unresolved Staff Comments                                                                                    | 40  
|Item 2.    | Properties                                                                                                   | 41  
|Item 3.    | Legal Proceedings                                                                                            | 42  
|Item 4.    | Mine Safety Disclosures                                                                                      | 42  
|           |                                                                                                              |     
|Part II   
|           |                                                                                                              |     
|Item 5.    | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 43  
|Item 6.    | Selected Financial Data                                                                                      | 45  
|Item 7.    | Management’s Discussion and Analysis of Financial Condition and Results of Operations                        | 47  
|Item 7A.   | Quantitative and Qualitative Disclosures About Market Risk                                                   | 58  
|Item 8.    | Financial Statements and Supplementary Data                                                                  | 58  
|Item 9.    | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure                         | 58  
|Item 9A.   | Controls and Procedures                                                                                      | 59  
|Item 9B.   | Other Information                                                                                            | 59  
|           |                                                                                                              |     
|Part III  
|           |                                                                                                              |     
|Item 10.   | Directors, Executive Officers and Corporate Governance                                                       | 60  
|Item 11.   | Executive Compensation                                                                                       | 60  
|Item 12.   | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               | 60  
|Item 13.   | Certain Relationships and Related Transactions, and Director Independence                                    | 61  
|Item 14.   | Principal Accountant Fees and Services                                                                       | 61  
|           |                                                                                                              |     
|Part IV   
|           |                                                                                                              |     
|Item 15.   | Exhibits and Financial Statement Schedules                                                                   | 62  
|           |                                                                                                              |     
|SIGNATURES | 63                                                                                                          













This report contains certain “forward-looking
statements” within the meaning of the federal securities laws. These statements are not historical facts, rather statements
based on Naugatuck Valley Financial Corporation’s current expectations regarding its business strategies, intended results
and future performance. Forward-looking statements are preceded by terms such as “expects,” “believes,”
“anticipates,” “intends” and similar expressions.



Management’s ability to predict
results or the effect of future plans or strategies is inherently uncertain. Factors which could affect actual results include
interest rate trends, the general economic climate in the market area in which Naugatuck Valley Financial operates, as well as
nationwide, Naugatuck Valley Financial ability to control costs and expenses, competitive products and pricing, loan delinquency
rates and changes in federal and state legislation and regulation. Additional
factors that may affect our results are discussed in this Annual Report on Form 10-K under “Item 1A. Risk Factors” These factors should be considered in evaluating the forward-looking statements and undue reliance should not be
placed on such statements. Except as may be required by applicable law or regulation, Naugatuck Valley Financial assumes no obligation
to update any forward-looking statements.



PART I



| | ITEM 1. | BUSINESS.
| | ------- | ---------



General





Effective June 29, 2011, Naugatuck Valley
Financial Corporation (“Naugatuck Valley Financial” or the “Company”) completed its public stock offering
in connection with the conversion of Naugatuck Valley Mutual Holding Company (the “MHC”) from the mutual holding company
to the stock holding company form of organization (the “Conversion”). As a result of the Conversion, the Company succeeded
Naugatuck Valley Financial Corporation, a Federal corporation (the “Federal Corporation”), as the holding company for
Naugatuck Valley Savings and Loan (“Naugatuck Valley Savings” or the “Bank”) and the MHC ceased to exist.
A total of 4,173,008 shares of Company common stock were sold in a subscription and community offering at $8.00 per share, including
250,380 shares purchased by the Naugatuck Valley Savings and Loan Employee Stock Ownership Plan (the “ESOP”). Additionally,
shares totaling 2,829,358 were issued to the stockholders of the Federal Corporation (other than the MHC) in exchange for their
shares of Federal Corporation common stock at an exchange ratio of 0.9978 share of Company common stock for each share of Federal
Corporation common stock. Shares outstanding after the stock offering and the exchange totaled 7,002,366. Share and per share data
have been restated for prior periods to reflect the Conversion.



Naugatuck Valley Financial’s
business activity is the ownership of the outstanding capital stock of Naugatuck Valley Savings and management of the
investment of offering proceeds retained from the offering. Naugatuck Valley Financial neither owns nor leases any property
but instead uses the premises, equipment and other property of Naugatuck Valley Savings with the payment of appropriate
rental fees, as required by applicable law and regulations. Naugatuck Valley Financial has no significant assets, other than
all of the outstanding shares of Naugatuck Valley Savings and no significant liabilities. Accordingly, the information
set forth in this report, including the consolidated financial statements and related financial data, relates primarily to
Naugatuck Valley Savings.



Naugatuck Valley Savings is a federally
chartered stock savings bank, and has served its customers in Connecticut since 1922. We operate as a community-oriented financial
institution offering traditional financial services to consumers and businesses in our market area. We attract deposits from the
general public and use those funds to originate one- to four-family, multi-family and commercial real estate, construction, commercial
business, and consumer loans. Originations of long-term, fixed rate residential loans are primarily sold in the secondary mortgage
market. We primarily hold other types of loans for investment.





1







Formal Regulatory Agreement



On January 17, 2012, Naugatuck Valley Savings
and the Office of the Comptroller of the Currency (the “OCC”) entered into a formal written agreement (the “Agreement”).
The Agreement required Naugatuck Valley Savings to take various actions, within prescribed time frames, with respect to certain
operational areas of Naugatuck Valley Savings.  These operational areas include (I) the Board of Directors and senior
executive management, (ii) business planning and budgeting, (iii) capital planning; (iv) enterprise risk management; (v) internal
audit; (vi) lending, including loan portfolio management, lending policy, loan review policy and systems, appraisals/evaluations
of real property, commercial real estate concentration risk management, and the allowance for loan and lease losses; (vii) checking
overdraft protection policy; and (viii) Bank Secrecy Act/anti-money laundering/Office of Foreign Asset Control-related risk assessment.



The Agreement also required Naugatuck Valley
Savings to file prior written notice with the OCC before appointing an individual to serve as a senior executive officer or as
a director of Naugatuck Valley Savings. The Agreement also restricts Naugatuck Valley Savings from entering into, renewing, extending
or revising any contractual arrangement relating to compensation or benefits for any senior executive officer of Naugatuck Valley
Savings, unless Naugatuck Valley Savings first provides the OCC with prior written notice of the proposed transaction.



The Agreement restricts Naugatuck Valley
Savings from declaring or paying any dividends or other capital distributions to Naugatuck Valley Financial without receiving the
prior written approval of the OCC.  This provision of the Agreement relates to upstream, intercompany dividends or other
capital distributions from Naugatuck Valley Savings to Naugatuck Valley Financial.



The Agreement and each of its provisions
will remain in effect unless and until the provisions are amended in writing by mutual consent of Naugatuck Valley Savings and
the OCC or accepted, waived, or terminated in writing by the OCC.



The Office of the Comptroller of the
Currency also has authority to establish individual minimum capital requirements in appropriate cases upon
a determination that an institution’s capital level is or may become inadequate in light of the particular risks or
circumstances. At December 31, 2013, Naugatuck Valley Savings met each of its capital requirements.



The Office of the Comptroller of the
Currency imposed individual minimum capital requirements (“IMCRs”) on the Bank effective June 4, 2013. The IMCRs
require the Bank to maintain a Tier 1 leverage capital to adjusted total assets ratio of at least 9.00% and a
total risk-based capital to risk-weighted assets ratio of at least 13.00%. Before the establishment of the IMCRs, the Bank
had been operating under these capital parameters by self-imposing these capital levels as part of the capital plan the Bank
was required to implement under the terms of the previously disclosed January 2012 Formal Agreement between the Bank and the
OCC. The Bank exceeded the IMCRs at December 31, 2013 with a Tier 1 leverage ratio of 11.04% and a total risk-based capital
ratio of 18.01%.



On May 21, 2013, the Company
entered into a Memorandum of Understanding (“MOU”) with the Federal Reserve Bank of Boston. Among other things,
the MOU prohibits the Company from paying dividends, repurchasing its stock or making other capital distributions without
prior written approval of the Federal Reserve Bank of Boston.



Available Information



Naugatuck Valley Financial’s Annual Report
on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to such reports filed or
furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are made available free of
charge on our website, www.nvsl.com, as soon as reasonably practicable after such reports are electronically filed with, or furnished
to, the Securities and Exchange Commission. Information on our website shall not be considered a part of this Form 10-K.



Market Area



We are headquartered in Naugatuck, Connecticut,
which is located in southwestern Connecticut approximately six miles south of Waterbury and 26 miles north of Bridgeport. Connecticut
is one of the most attractive banking markets in the United States with a total population of approximately 3.6 million, per capita
income of $37,807 and a median household income of $69,519, well above the U.S. median household income of $53,046, according to
2012 estimates from the United States Census Bureau. In addition to our main office, we operate nine branch offices in the greater
Naugatuck Valley market, which we consider our market area. The greater Naugatuck Valley market encompasses the communities in
the central and lower Naugatuck Valley regions in New Haven County, where our main office and eight of our branch offices are
located, and Fairfield County, where one of our branch offices is located. The economy in our market area is primarily oriented
to the service, retail, construction, and manufacturing industries. The median household and per capita income in New Haven County
trailed the comparable figures for Connecticut as a whole, while the median household and per capita income in Fairfield County
exceeded the comparable figures for Connecticut.





2







Competition



We face significant competition
for the attraction of deposits and origination of loans. Our most direct competition for deposits has historically come from
the several financial institutions operating in our market area and, to a lesser extent, from other financial service
companies, such as brokerage firms, credit unions and insurance companies. In addition, banks owned by Bank of America
Corporation, Wells Fargo & Company, J.P. Morgan Chase & Co. and TD Bank Financial Group, all of which are large
national or super-regional bank holding companies, also operate in our market area. These institutions are significantly
larger than us and, therefore, have significantly greater resources. We also face competition for investors’ funds from
money market funds and other corporate and government securities.



Our competition for loans comes from financial
institutions in our market area and from other financial service providers, such as mortgage companies and mortgage brokers. Competition
for loans also comes from the non-depository financial service companies in the mortgage market, such as insurance companies, securities
companies and specialty finance companies.



We expect competition to continue in the
future as a result of legislative, regulatory and technological changes and the continuing trend of consolidation in the financial
services industry. Technological advances, for example, have lowered the barriers to enter new market areas, allowed banks to expand
their geographic reach by providing services over the internet and made it possible for non-depository institutions to offer products
and services that traditionally have been provided by banks. Changes in federal law permit affiliation among banks, securities
firms and insurance companies, which promotes a competitive environment in the financial services industry. Competition for deposits
and the origination of loans could limit our growth in the future.



Our Strategy



Our primary objective is to be a well-capitalized,
profitable community banking organization, with an emphasis on balanced growth. This strategy is supported by a continued focus
on building lending and deposit relationships with small and medium size businesses along with their owners and the general public.
We consider ourselves to be an innovative team providing financial services focusing on the success of our customers. Our stated
mission is: “To be Your Community Bank of choice, deliver superior service and products to our customers, build value for
our shareholders and provide meaningful careers for our employees while supporting the communities we serve”. We will seek
to achieve our objective through the following strategies:



Focus on Asset Quality. As a new
executive management team, a strong credit culture is a high priority for us. We have developed a solid credit approval structure
that will enable us to maintain a standard of asset quality that we believe is conservative while at the same time maintaining
our lending objectives. We are focused on loan types and markets that we know well. We focus on total banking relationships
that are well diversified in both size and industry types. With respect to commercial business lending, which is a growing focus
of our lending activity, we view ourselves as cash flow lenders obtaining additional support from realistic collateral values,
personal guarantees and secondary sources of repayment. We have a problem loan resolution process that is focused on quick detection
and feasible solutions. We seek to maintain strong internal controls and subject our loans to periodic internal loan review as
well as a third party loan review process.



Customer Focus.We
are expanding the types of lending that we do while leveraging on our legacy businesses. Commercial and business banking
relationships are being built to enhance our reputation for superior service. We focus on owner occupied commercial real
estate and the deposit balances that accompany these relationships. New deposit products will be developed to bring these
relationships into the Bank. The consumer business will be built around these business customers as we market to the
employees of our customers. We are leveraging our historic mortgage business by growing consumer and home equity lending.
Cross selling our current suite of deposit products and growing these new deposit products willbe the key to our
profitable growth.



Deposit Growth. Our focus is to
continuously grow core deposits with an emphasis on total relationship banking from our business and retail customers. We are
focusing on growing our market share in the communities we serve by providing exceptional customer service and focusing
on relationship development. We are developing a suite of deposit products in an effort to compete with banks of
any size in our markets. Our retail bankers are well seasoned with long term ties to the markets that they serve.



3







Community Involvement.We have
committed to spending time and resources in marketing our name and increasing our involvement in the community.
We received high marks in our Community Reinvestment Act exam for our work within the community and we will continue to
promote our name recognition activities. We will continue to call locally to grow our market share where we are.



Process Improvement.We intend
to leverage the technology that we already have to improve efficiencies. We will create teams throughout the Bank to examine
the way that we do things and determine more efficient ways. We are in the process of critically examining all of
our businesses and locations to determine their feasibility and profitability. We are becoming a mobile society and must
continue to examine the way things have been done since the Bank was formed.



The Economy. We cannot change the
economy or interest rates. We believe we have positioned the bank to grow in the coming years with a strong capital position, good
core deposits from customers in our own market and loans to customers that we know well.



Talent Management.Our most
important resource is our employees. As a service company we must train current employees, build a middle management team,
and develop a team oriented atmosphere. Our compensation and staff development programs are aligned with our strategies to
profitably grow loans and core deposits. Our incentive systems are designed to achieve high quality asset growth. We will
align employee performance objectives with corporate growth strategies and adding to shareholder value.



Lending Activities



General.Our loan portfolio
consists of one- to four-family residential mortgage loans, multi-family and commercial real estate loans, construction loans,
commercial business loans and consumer loans. Substantially all of our loans are made to borrowers residing within Connecticut.





4









The following table sets forth the composition
of our loan portfolio at the dates indicated.



|                                        |  | At December 31, |        
|--------------------------------------- |  | --------------- | -------
|                                        |  | 2013            |        
|(Dollars in thousands)                  |  | Amount          |        
|                                        |  |                 |        
|Real estate loans:                      |  |                 |        
|One-to four-family                      |  | $               | 186,985
|Construction and land development       |  |                 | 5,609  
|Multi-family and commercial real estate |  |                 | 123,134
|                                        |  |                 |        
|Total real estate loans                 |  |                 | 315,728
|                                        |  |                 |        
|Commercial business loans               |  |                 | 25,506 
|Consumer loans:                         |  |                 |        
|Cash secured                            |  |                 | 548    
|Personal                                |  |                 | 206    
|Automobile                              |  |                 | 1,567  
|Home equity                             |  |                 | 26,960 
|                                        |  |                 |        
|Total consumer loans                    |  |                 | 29,281 
|                                        |  |                 |        
|Total loans                             |  |                 | 370,515
|                                        |  |                 |        
|Less:                                   |  |                 |        
|Allowance for loan losses               |  |                 | 9,891  
|Deferred loan origination fees          |  |                 | 56     
|                                        |  |                 |        
|Loans receivable, net                   |  | $               | 360,568





5







|                                        |  | At December 31, |        
|--------------------------------------- |  | --------------- | -------
|                                        |  | 2010            |        
|(Dollars in thousands)                  |  | Amount          |        
|                                        |  |                 |        
|Real estate loans:                      |  |                 |        
|One-to four-family                      |  | $               | 219,286
|Construction                            |  |                 | 29,887 
|Multi-family and commercial real estate |  |                 | 160,235
|                                        |  |                 |        
|Total real estate loans                 |  |                 | 409,408
|                                        |  |                 |        
|Commercial business loans               |  |                 | 34,742 
|Consumer loans:                         |  |                 |        
|                                        |  |                 |        
|Cash secured                            |  |                 | 956    
|Personal                                |  |                 | 236    
|Automobile                              |  |                 | 168    
|Home equity                             |  |                 | 34,807 
|                                        |  |                 |        
|Total consumer loans                    |  |                 | 36,167 
|                                        |  |                 |        
|Total loans                             |  |                 | 480,317
|                                        |  |                 |        
|Less:                                   |  |                 |        
|Allowance for loan losses               |  |                 | 6,393  
|Deferred loan origination fees          |  |                 | 403    
|                                        |  |                 |        
|Loans receivable, net                   |  | $               | 473,521



The following table sets forth certain information
at December 31, 2013 regarding the dollar amount of loans repricing or maturing during the periods indicated. The table does
not include any estimate of prepayments which significantly shorten the average life of all loans and may cause our actual repayment
experience to differ from that shown below. Demand loans having no stated maturity are reported as due in one year or less.



|                                        |  | Within         |        |  | Over      |   |        | Due After |  |   |         | 
|--------------------------------------- |  | -------------- | ------ |  | --------- | - | ------ | --------- |  | - | ------- | 
|                                        |  | One year       |        |  | 1-5 years |   |        | 5 years   |  |   | Total   | 
|                                        |  | (In thousands) |       
|Real estate loans:                      |  |                |        |  |           |   |        |           |  |   |         | 
|One-to-four family                      |  | $              | 31     |  |           | $ | 4,133  |           |  | $ | 182,821 | 
|Construction                            |  |                | 3,987  |  |           |   | 983    |           |  |   | 639     | 
|Multi-family and commercial real estate |  |                | 4,636  |  |           |   | 3,279  |           |  |   | 115,219 | 
|Total real estate loans                 |  |                | 8,654  |  |           |   | 8,395  |           |  |   | 298,679 | 
|Commercial business loans               |  |                | 9,581  |  |           |   | 7,776  |           |  |   | 8,149   | 
|Consumer loans                          |  |                | 976    |  |           |   | 10,443 |           |  |   | 17,862  | 
|                                        |  | $              | 19,211 |  |           | $ | 26,614 |           |  | $ | 324,690 | 





Management monitors the Bank’s concentration
of credit on a monthly basis to ensure the Bank is operating within policy limits for each portfolio segment. The Bank’s
credit policy has concentration limits for each portfolio segment as a percentage of our total regulatory capital (defined as Tier
1 capital plus the allowance for loan losses). The following table sets forth these policy limits and our compliance with them
at December 31, 2013.



6







|Loan Portfolio              |  | Policy Limit |     |   | Percentage at December 31, 2013 | 
|--------------------------- |  | ------------ | --- | - | ------------------------------- | 
|Residential Real Estate (1) |  |              | 500 | % |                                 | 
|Commercial real estate (2)  |  |              | 275 | % |                                 | 
|Commercial business         |  |              | 250 | % |                                 | 
|Consumer                    |  |              | 75  | % |                                 | 



| | (1) | Includes owner-occupied residential loans and home equity
lines and loans.
| | --- | --------------------------------------------------------------------------

| | (2) | Includes multi-family loans, land and land development
loans, but excludes owner occupied properties.
| | --- | -----------------------------------------------------------------------------------------------------



One- to Four-Family Residential Loans.
We originate mortgage loans to enable borrowers to purchase or refinance existing homes in our market area. We generally offer
fixed-rate and adjustable-rate mortgage loans with terms up to 30 years. Borrower demand for adjustable-rate loans versus fixed-rate
loans is a function of the level of interest rates, the expectations of changes in the level of interest rates, the difference
between the interest rates and loan fees offered for fixed- rate mortgage loans and the initial period interest rates and loan
fees for adjustable-rate loans. The relative amount of fixed-rate mortgage loans and adjustable-rate mortgage loans that can be
originated at any time is largely determined by the demand for each in a competitive environment and the effect each has on our
interest rate risk. The investors who may purchase our mortgage loans also determine our level of competitiveness. The loan fees
charged, interest rates and other provisions of mortgage loans are determined by us on the basis of our own pricing criteria and
competitive market conditions.



We offer fixed rate mortgage loans with
terms of either 10, 15, 20 or 30 years. Interest rates and payments on our adjustable rate loans generally are adjusted to a rate
typically in excess of 2% over the one-year constant maturity Treasury index. The maximum amount by which the interest rate may
be increased or decreased is generally 2% per adjustment period and the lifetime interest rate cap is generally 6% over the
initial interest rate of the loan.



While one- to four-family residential real
estate loans are normally originated with up to 30-year terms, such loans typically remain outstanding for substantially shorter
periods because borrowers often prepay their loans in full upon sale of the property pledged as security or upon refinancing the
original loan. Therefore, average loan maturity is a function of, among other factors, the level of purchase and sale activity
in the real estate market, prevailing interest rates and the interest rates payable on outstanding loans. As interest rates declined
and remained low over the past few years, we have experienced high levels of loan repayments and refinancing.



We generally do not make conventional loans
with loan-to-value ratios exceeding 97% and generally make loans with a loan-to-value ratio in excess of 80% only when secured
by first liens on owner-occupied one- to four-family residences. Loans with loan-to-value ratios in excess of 80% require private
mortgage insurance or additional collateral. We require all properties securing mortgage loans to be appraised by a Board-approved
independent appraiser. We require title insurance on all first mortgage loans. Borrowers must obtain hazard insurance, or flood
insurance for loans on property located in a flood zone, before closing the loan.



We do not engage in “subprime lending”
or offer “Alt-A” loans.



Loan originations come from a number of
sources. The primary source of loan originations is our in house loan originators, and to a lesser extent, local mortgage brokers
and referrals from customers.



Originations and Sales of One-to-Four
Family Residential Loans.Consistent with our asset/liability management strategy, we sell a significant portion of our
one-to-four family residential loans into the secondary market. Commitments to sell these mortgage loans generally are made during
the period between the taking of the loan application and the closing of the mortgage loan. Most of these sale commitments are
made on a “best efforts” basis whereby we are only obligated to sell the mortgage if the mortgage loans is approved
and closed. As a result, management believes that market risk is minimal. In addition, some of our mortgage loan production is
brokered to other lenders prior to funding.





7









The Bank originates government-insured residential mortgage loans that are sold servicing released. The Bank also originates conventional residential
mortgage loans for its portfolio and for sale, on both a servicing rights retained and released basis.



The Bank has not been required to repurchase
any loans sold to any of its investors. Loan repurchases can be required on loans previously sold upon the occurrence of conditions
established in the loan sale contract, including default by the borrower.



Mortgage Servicing.The Bank
services loans for investors, including the Federal Home Loan Mortgage Corporation (Freddie Mac) and other financial institutions.
These loans are originated by the Bank and then sold without recourse to our investors. The Bank continues to service these loans
and remits the payments received to the investor. The amounts of these loans in the Bank’s mortgage loan servicing portfolio
were approximately $142.17 million and $135.16 million at December 31, 2013 and 2012, respectively.



The balance of mortgage servicing rights,
included in other assets, and the changes therein for the years ended December 31, 2013, 2012, and 2011 were as follows:









|(In
    thousands)               |  | 2013 |       |   | 2012 |   |       | 2011 | 
|-------------------------------- |  | ---- | ----- | - | ---- | - | ----- | ---- | 
|Balance at beginning of the year |  | $    | 1,039 |   |      | $ | 700   |      | 
|Servicing rights capitalized     |  |      | 380   |   |      |   | 692   |      | 
|Amortization of servicing rights |  |      | (370  | ) |      |   | (323  | )    | 
|Periodic impairment              |  |      | 44    |   |      |   | (30   | )    | 
|Balance at the end of the year   |  | $    | 1,093 |   |      | $ | 1,039 |      | 



Multi-Family and Commercial Real Estate
Loans. We offer adjustable-rate mortgage loans secured by multi-family and commercial real estate. Our multi-family and
commercial real estate loans are generally secured by condominiums, apartment buildings, offices, retail and other income producing
properties, as well as owner-occupied properties used for businesses.





8









We originate multi-family and commercial
real estate loans for terms generally up to 20 years. Interest rates and payments on adjustable-rate loans adjust every one, three,
five or ten years. Interest rates on our adjustable rate loans generally are adjusted to a rate typically equal to 2.00% to 3.00%
above the one-year, three-year, five-year or ten-year Federal Home Loan Bank classic advance rate. There are no adjustment period
or lifetime interest rate caps. Loan amounts generally do not exceed 75% of the appraised value for owner-occupied properties and
70% for non-owner occupied properties.





The largest outstanding multi-family real
estate loan at December 31, 2013 had an outstanding balance of $727 thousand and was performing according to its original terms
at December 31, 2013.



Our largest commercial real
estate loan relationship at December 31, 2013 involved three loans totaling $5.70 million. These loans were
performing according to their original terms at December 31, 2013.



Construction Loans.We originate
loans to individuals to finance the construction of residential dwellings for personal use. Our construction loans generally provide
for the payment of interest only during the construction phase, which is usually nine months. At the end of the construction phase,
the loan converts to a permanent mortgage loan. Loans generally can be made with a maximum loan to value ratio of 80% of the appraised
value with a maximum term of 30 years. Our largest residential construction loan at December 31, 2013 had an outstanding balance
of $679 thousand. This loan was performing according to its terms at December 31, 2013. We also make commercial construction loans
for commercial development projects, including condominiums, apartment buildings, and single family subdivisions as well as office
buildings, retail and other income producing properties. These loans provide for payment of interest only during the construction
phase and may, in the case of an apartment or commercial building, convert to a permanent mortgage loan or, in the case of a single
family subdivision or construction or builder loan, be paid in full with the sale of the property after construction is complete.
In the case of a commercial construction loan, the construction period may be from nine months to two years. Loans are generally
made to a maximum of 70% to 80% of the appraised value as determined by an appraisal of the property made by an independent licensed
appraiser, depending on the type of property. We also require an inspection of the property before disbursement of funds during
the term of the construction loan for both residential and commercial construction loans.



We originate land loans to individuals on
approved residential building lots for personal use for terms of up to 20 years and to a maximum loan-to-value ratio of 75% of
the lower of the appraisal value or purchase price. Our land loans adjust annually after a five-year initial fixed period. Interest
rates after adjustment are equal to an additional interest spread above the one-year constant maturity Treasury index.



We also originate loans to local contractors
and developers for the purpose of making improvements to, and on, approved subdivisions and condominium projects within two years
of the date of the original loan. Such loans generally are written with a maximum loan-to-value ratio of 80% of the lower of the
appraised value or purchase price of the land. These loans adjust when and as the index changes at a rate that is generally equal
to the prime rate as published in The Wall Street Journal plus an additional interest spread. We require title insurance
and, if applicable, a hazardous waste survey reporting that the land is free of hazardous or toxic waste.



Commercial Business
Loans. We make commercial business loans to a variety of professionals, sole proprietorships and small businesses
primarily in our market area. We offer a variety of commercial lending products. These loans aretypically secured,
primarily by business assets. These loans are originated with maximum loan-to-value ratios of 75% of the value of the
business assets. We originate one- to ten-year term loans for the acquisition of equipment or business expansion, lines of
credit for seasonal financing needs and demand loans for short term financing needs with specific repayment sources.
Commercial business loans are generally written at variable rates which use the prime rate as published in The Wall Street
Journal as an index and, depending on the qualifications of the borrower, an additional interest spread. These rates will
change when and as the index rate changes without caps. Fixed-rate loans are written at market rates determined at the time
the loan is granted and are based on the length of the term and the qualifications of the borrower. Our largest commercial
business loan relationship at December 31, 2013 was in the amount of $1.04 million. This $1.04 million relationship consisted
of two term loans outstanding at December 31, 2013 and were performing according to  their original terms at December 31,
2013. The single largest commercial business loan at December 31, 2013 was a $1.0 million fully extended line of credit to a
business. This line of credit was performing according to its original terms at December 31, 2013.





9







When making commercial business loans, we
consider the financial statements of the borrower, the borrower’s payment history of both corporate and personal debt, the
debt service capabilities of the borrower, the projected cash flows of the business, and viability of the industry in which the
customer operates and the value of the collateral.



Consumer Loans. We offer a
variety of consumer loans, primarily second mortgage loans and home equity lines of credit, and, to a much lesser extent, loans
secured by passbook or certificate accounts, automobiles, as well as unsecured personal loans and overdraft protection accounts.
Unsecured loans generally have a maximum borrowing limit of $5,000 and a maximum term of three years.



The procedures for underwriting consumer
loans include an assessment of the applicant’s payment history on other debts and ability to meet existing obligations and
payments on the proposed loans. Although the applicant’s creditworthiness is a primary consideration, the underwriting process
also includes a comparison of the value of the collateral, if any, to the proposed loan amount. Second mortgage loans have fixed
rates of interest for terms of up to 20 years. These loans are originated with maximum combined loan-to-value ratios of 75% of
the appraised value of the property. Home equity lines of credit have adjustable rates of interest that are indexed to the prime
rate as published in The Wall Street Journal for terms of up to 10 years. These loans are originated with maximum loan-to-value
ratios of 75% of the appraised value of the property and we require that we have a second lien position on the property.



Loan Underwriting Risks



Adjustable Rate Loans.Due to historically low interest rate levels, borrowers generally have preferred fixed rate loans in recent years. While we
anticipate that our adjustable rate loans will better offset the adverse effects on our net interest income of an increase in interest
rates as compared to fixed rate mortgages, the increased mortgage payments required of adjustable-rate loans in a rising interest
rate environment could cause an increase in delinquencies and defaults. The marketability of the underlying property also may be
adversely affected in a high interest rate environment. In addition, although adjustable-rate mortgage loans help make our asset
base more responsive to changes in interest rates, the extent of this interest sensitivity is limited by the annual and lifetime
interest rate adjustment limits.



The following table sets forth the dollar
amount of all loans at December 31, 2013 and have either fixed interest rates or floating or adjustable rates. The amounts shown
below exclude applicable loans in process, non performing loans and deferred loan fees, net.



|                                        |  | At December 31, 2013 |        
|--------------------------------------- |  | -------------------- | -------
|                                        |  | Fixed Rates          |        
|                                        |  | (In thousands)       |        
|Real estate loans:                      |  |                      |        
|One-to-four family                      |  | $                    | 168,299
|Construction                            |  |                      | 940    
|Multi-family and commercial real estate |  |                      | 10,578 
|Total real estate loans                 |  |                      | 179,817
|Commercial business loans               |  |                      | 10,173 
|Consumer loans                          |  |                      | 11,247 
|Total loans                             |  | $                    | 201,237



Multi-Family and Commercial Real Estate
Loans. Loans secured by multi-family and commercial real estate generally have larger balances and involve a greater
degree of risk than one- to four-family residential mortgage loans. Of primary concern in multi-family and commercial real estate
lending is the borrower’s creditworthiness and the feasibility and cash flow potential of the project. Payments on loans
secured by income properties often depend on successful operation and management of the properties. As a result, repayment of such
loans may be subject to a greater extent than residential real estate loans to adverse conditions in the real estate market or
the economy. To monitor cash flows on income properties, we require borrowers and loan guarantors, where applicable, to provide
annual financial statements on multi-family and commercial real estate loans. In reaching a decision on whether to make a multi-family
or commercial real estate loan, we consider the net operating income of the property, the borrower’s expertise, credit history,
profitability and the value of the underlying property. We require an environmental survey for multi-family and commercial real
estate loans.





10







Construction Loans. Construction
financing is generally considered to involve a higher degree of risk of loss than long-term financing on improved, occupied real
estate. Risk of loss on a construction loan depends largely upon the accuracy of the initial estimate of the property’s value
at completion of construction or development and the estimated cost (including interest) of construction. During the construction
phase, a number of factors could result in delays and cost overruns. If the estimate of construction costs proves to be inaccurate,
we may be required to advance funds beyond the amount originally committed to permit completion of the development. If the estimate
of value proves to be inaccurate, we may be confronted, at or before the maturity of the loan, with a project having a value which
is insufficient to assure full repayment. As a result of the foregoing, construction lending often involves the disbursement of
substantial funds with repayment dependent, in part, on the success of the ultimate project rather than the ability of the borrower
or guarantor to repay principal and interest. If we are forced to foreclose on a project before or at completion due to a default,
there can be no assurance that we will be able to recover all of the unpaid balance of, and accrued interest on, the loan as well
as related foreclosure and holding costs.



Commercial Business Loans.
Unlike residential mortgage loans, which generally are made on the basis of the borrower’s ability to make repayment from
his or her employment or other income, and which are secured by real property whose value tends to be more easily ascertainable,
commercial business loans are of higher risk and typically are made on the basis of the borrower’s ability to make repayment
from the cash flow of the borrower’s business. As a result, the availability of funds for the repayment of commercial business
loans may depend substantially on the success of the business itself. Further, any collateral securing such loans may depreciate
over time, may be difficult to appraise and may fluctuate in value.



Consumer Loans. Consumer loans
may entail greater risk than do residential mortgage loans, particularly in the case of consumer loans that are unsecured or secured
by assets that depreciate rapidly. In such cases, repossessed collateral for a defaulted consumer loan may not provide an adequate
source of repayment for the outstanding loan and the remaining deficiency often does not warrant further substantial collection
efforts against the borrower. In addition, consumer loan collections depend on the borrower’s continuing financial stability,
and therefore are more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy. Furthermore, the application
of various federal and state laws, including federal and state bankruptcy and insolvency laws, may limit the amount which can be
recovered on such loans.



Loan Approval Procedures and Authority.
Our lending activities follow written, nondiscriminatory, underwriting standards and loan origination procedures established by
our board of directors and management.



The following approval authorities have been instituted for
all commercial credits:



|Credit Exposure Amount            |  | Approval Authority                                                  
|--------------------------------- |  | --------------------------------------------------------------------
|Loans < $250,000                  |  | Chief Credit Policy Officer or any Executive Credit Committee member
|Loans > $250,000 to $1.5 million  |  | Executive Credit Committee                                          
|Loans >$1.5 million to $3 million |  | Board Loan / Asset Quality Committee                                
|Loans >$3 million                 |  | Full Board                                                          



In order for a credit to progress to
the next higher level of approval, it must first be approved and recommended by the subordinate approval authority. Likewise,
unanimous votes are required at the Executive Credit Committee level for a credit to be approved or recommended to Board Loan
/ Asset Quality Committee.



For one-to-four family loans and owner occupied
residential construction loans, two underwriters or one underwriter and the Group Head of Consumer and Residential Lending and
Loan Servicing or a member of the Executive Credit Committee may approve loans up to $800,000. Loans from $800,000 to $1.5 million
are approved by the Executive Credit Committee. Loans from $1.5 million to $3 million require the approval of the Board Loan
/ Asset Quality Committee and loans in excess of $3 million require the approval of the full Board of Directors.





11







The Board of Directors approved the following
positions to serve as Consumer Loan Committee for approving consumer credit applications: President, Chief Credit Policy Officer,
Residential Lending Manager and the Consumer Loan Manager. The Board of Directors set the following loan approval limits for consumer
loans:



|$5,000 or less           | Any Committee member.                  
|------------------------ | ---------------------------------------
|$5,000 to $200,000       | Any two members of the Committee       
|$200,000 to $1.2 million | Requires Board Loan Committee approval.
|Over $1.2 million        | Requires full Board approval           



Loans to One Borrower. The
maximum amount that we may lend to one borrower and the borrower’s related entities is generally limited, by regulation,
to 15% of our stated capital and allowance for loan losses. At December 31, 2013, our regulatory limit on loans to one borrower
was $9.58 million. At that date, our largest lending relationship was $7.17 million and consisted of two commercial mortgages, one
commercial line of credit and a residential mortgage loan, all of which were performing according to their original repayment terms.
We also maintain a “house limit” (also known as a comfort limit) at $5 million. This limit does
not apply to credits in good standing which were established prior to April 30, 2013; although we will attempt to bring all credits
in excess of the house limit into compliance by December 31, 2014. The house limit defines a point at which the Bank may still
prudently lend but which will require enhanced monitoring due to size alone.



Loan Commitments.We issue
commitments for fixed rate and adjustable rate mortgage loans conditioned upon the occurrence of certain events. Commitments to
originate mortgage loans are legally binding agreements to lend to our customers and generally expire in 45 days or less.



Credit Risk Management



Overview.Managing risk is
an essential part of successfully managing a financial institution. Our most prominent risk exposures are credit risk, interest
rate risk and market risk. Credit risk is the risk of not collecting the interest and/or the principal balance of a loan or investment
when it is due. Interest rate risk is the potential reduction of net interest income as a result of changes in interest rates.
Market risk arises from fluctuations in interest rates that may result in changes in the values of financial instruments, such
as available-for-sale securities, that are accounted for on a mark-to-market basis. Other risks that we face are operational risks,
liquidity risks and reputation risk. Operational risks include risks related to fraud, regulatory compliance, processing errors,
technology and disaster recovery. Liquidity risk is the possible inability to fund obligations to depositors, lenders or borrowers
due to unforeseen circumstances. Reputation risk is the risk that negative publicity or press, whether true or not, could cause
a decline in our customer base or revenue.



Credit Risk Management. Our
strategy for credit risk management focuses on having well-defined credit policies and uniform underwriting criteria and providing
prompt attention to potential problem loans. To address increased problem assets, we have placed our attention and resources on
loan workouts. A new team of two officers with significant loan workout experience have been given responsibility for problem commercial
loans. The new officers are contacting problem borrowers and following up more rigorously to improve our chances of a successful
outcome in our workout efforts. During 2013, the Bank tightened its underwriting policies including more stringent loan to
value and debt service coverage requirements. In addition, we engaged an outside loan review firm to perform quarterly reviews of
the commercial loan portfolio. These reviews involve the analysis of our large borrowers, delinquent relationships, and loans
which are classified and criticized. They also evaluate the loans for impairment to determine if a specific reserve is required
on the loan.





When a borrower fails to make a required
loan payment, we take a number of steps to have the borrower cure the delinquency and restore the loan to current status. We make
initial contact with the borrower when the loan becomes 15 days past due. If payment is not received by the 30th
day of delinquency, additional letters and phone calls are made. At 60 days, we send a letter notifying the borrower that we will
commence foreclosure proceedings against any real property that secures a mortgage loan or attempt to repossess any personal property
that secures a consumer loan if not brought current within 30 days. At this point, we may consider loan workout arrangements with
certain borrowers under certain circumstances. If our workout efforts are unsuccessful, we generally commence foreclosure proceedings
against any real property that secures the loan or attempt to repossess any personal property that secures a consumer loan. At
90 days, our attorney issues an acceleration letter. At 120 days delinquent, foreclosure action commences. If a foreclosure action
is instituted and the loan is not brought current, paid in full, or refinanced before the foreclosure sale, the real property securing
the loan generally is sold at foreclosure or taken by the Bank as other real estate owned.





12









Management informs the board of directors
on a monthly basis of the amount of loans delinquent more than 30 days. Management also provides detailed reporting of loans greater
than 90 days delinquent, all loans in foreclosure and all foreclosed and repossessed property that we own. The Board of Director’s
Loan /Asset Quality Committee meets on a semi-monthly basis with the loan workout officers to review delinquent loans and monitor
management’s and outside council’s progress with loan workout and exit strategies.



Analysis of Nonperforming and
Classified Assets. When a loan becomes more than 90 days delinquent, the loan is placed on nonaccrual status at which
time the accrual of interest ceases, the interest previously accrued to income is reversed and the interest payments on a
nonaccrual loan are accounted for on the cost recovery method whereby the interest payment is applied to the outstanding
principal balance of the loan.



We consider foreclosed real estate and
loans that are more than 90 days past due to be nonperforming assets. Real estate that we acquire as a result of foreclosure
or by deed-in-lieu of foreclosure is classified as foreclosed real estate until it is sold. When property is acquired, it is
recorded at the lower of its cost, which is the unpaid balance of the loan, or fair market value less its cost to sell at the
date of foreclosure. Holding costs and declines in fair value after acquisition of the property are charged against
income.



Under current accounting guidelines, a loan
is defined as impaired when, based on current information and events, it is probable that the creditor will be unable to collect
all amounts due under the contractual terms of the loan agreement. Impaired loans are
evaluated for impairment on an individual basis. At December 31, 2013 and December 31, 2012, 107 and 131 loans, respectively,
were considered impaired.



The following table provides information
with respect to our nonperforming assets at the dates indicated.



|                                                    |  | At December 31, |       
|--------------------------------------------------- |  | --------------- | ------
|(Dollars in thousands)                              |  | 2013            |       
|                                                    |  |                 |       
|Nonaccrual loans:                                   |  |                 |       
|One- to four-family                                 |  | $               | 2,439 
|Construction                                        |  |                 | 1,721 
|Multi-family and commercial real estate             |  |                 | 1,001 
|Commercial business                                 |  |                 | 2,469 
|Consumer                                            |  |                 | 322   
|                                                    |  |                 |       
|Total                                               |  |                 | 7,953 
|Troubled debt restructurings (nonaccrual)           |  |                 | 5,430 
|                                                    |  |                 |       
|Total nonperforming loans                           |  |                 | 13,383
|Foreclosed real estate and other repossessed assets |  |                 | 1,846 
|                                                    |  |                 |       
|Total nonperforming assets                          |  | $               | 15,229
|                                                    |  |                 |       
|Total nonperforming loans to total loans            |  |                 | 3.61  
|Total nonperforming loans to total assets           |  |                 | 2.75  
|Total nonperforming assets to total assets          |  |                 | 3.13  





Other than disclosed in the above
table and in the classified loans table below, management believes that there are no other loans at December 31, 2013 and
December 31, 2012 that we have serious doubts about the ability of the borrowers to comply with the present loan
repayment terms. Interest income that would have been recorded for the years ended December 31, 2013 and 2012 had non
accruing loans been current according to their original terms amounted to $816,000 and $1.6 million, respectively.
The Company accounted for interest payments received on nonaccrual loans on the cash-basis method or the cost recovery
method. For the years ended December 31, 2013, 2012 and 2011, interest income recognized on nonaccrual loans on the
cash-basis method was $831,000, $948,000 and $715,000, respectively. For the years ended December 31, 2013 and 2012, the
amounts of interest payments applied to principal under the cost recovery method was $314,000 and $274,000, respectively.





13









Troubled debt restructurings (“TDRs”)
occur when we grant borrowers concessions that we would not otherwise grant but for economic or legal reasons pertaining to the
borrower’s financial difficulties. These concessions may include, but are not limited to, modifications of the terms of the
debt, the transfer of assets or the issuance of an equity interest by the borrower to satisfy all or part of the debt, or the substitution
or addition of borrower(s). Generally, we will not return a troubled debt restructuring to accrual status until the borrower has
demonstrated the ability to make principal and interest payments under the restructured terms for at least six consecutive months.



During 2013, we modified 17 loans
with aggregate outstanding balances of $3.1 million, either by a reduction of the interest rates, an extension of the
terms, and/or interest only payments. As of December 31, 2013, seven loans with aggregate balances of $1.0 million are either
paying as modified with a current payment status or have paid off. Ten loans with aggregate balances of $2.1 million had
returned to nonaccrual status as of December 31, 2013.



Nonperforming assets totaled
$15.2 million, or 3.13% of total assets, at December 31, 2013, which was a decrease of approximately $11.2 million, or 42.3%, from December 31, 2012. Nonperforming loans, comprised of nonaccrual loans and nonaccruing TDRs, accounted for 87.9%
of the total nonperforming assets at December 31, 2013. Nonperforming assets totaled $26.4 million, or 5.01% of total assets,
at December 31, 2012, which was an increase of approximately $829,000, or 3.2%, from December 31, 2011.
Nonperforming loans accounted for 97.2% of the total nonperforming assets at December 31, 2012.





At December 31, 2013, our
allowance for loan losses represented 2.67% of total gross loans and 73.91% of nonperforming loans compared to 3.36% of total
gross loans and 56.53% of nonperforming loans at December 31, 2012. The allowance for loan losses decreased $4.6 million from
$14.5 million at December 31, 2012 to $9.9 million at December 31, 2013. The decrease in the allowance was largely the result
of net charge-offs of $8.8 million partially offset by a $4.2 million in provision for loan losses, during the period. The
provision was based primarily on the decrease in the level of nonperforming assets during
2013.







14









The following table provides information
with respect to the activity within our nonperforming loans for the years ended December 31, 2013 and 2012.



Nonperforming Loans

(In thousands)





|Balance at December 31, 2011      |  |  |         |   |  | $ | 24,681   |  
|--------------------------------- |  |  | ------- | - |  | - | -------- | -
|                                  |  |  |         |   |  |   |          |  
|Additions to nonperforming loans  |  |  |         |   |  |   | 11,911   |  
|                                  |  |  |         |   |  |   |          |  
|Removed from nonperforming loans: |  |  |         |   |  |   |          |  
|Loans brought current             |  |  | (809    | ) |  |   |          |  
|Paid in full                      |  |  | (429    | ) |  |   |          |  
|Foreclosure                       |  |  | (664    | ) |  |   |          |  
|Charged off                       |  |  | (8,453  | ) |  |   |          |  
|Total removed                     |  |  |         |   |  |   | (10,355  | )
|                                  |  |  |         |   |  |   |          |  
|Other balance charges             |  |  |         |   |  |   | (589     | )
|                                  |  |  |         |   |  |   |          |  
|Balance at December 31, 2012      |  |  |         |   |  |   | 25,648   |  
|                                  |  |  |         |   |  |   |          |  
|Additions to nonperforming loans  |  |  |         |   |  |   | 17,187   |  
|                                  |  |  |         |   |  |   |          |  
|Removed from nonperforming loans: |  |  |         |   |  |   |          |  
|Loans brought current             |  |  | (1,684  | ) |  |   |          |  
|Paid in full or sold              |  |  | (18,369 | ) |  |   |          |  
|Foreclosure                       |  |  | (3,729  | ) |  |   |          |  
|Charged off                       |  |  | (5,670  | ) |  |   |          |  
|Total removed                     |  |  |         |   |  |   | (29,452) |  
|                                  |  |  |         |   |  |   |          |  
|                                  |  |  |         |   |  |   |          |  
|                                  |  |  |         |   |  |   |          |  
|Balance at December 31, 2013      |  |  |         |   |  | $ | 13,383   |  





Federal regulations require us to regularly
review and classify our assets. In addition, our regulators have the authority to identify problem assets and, if appropriate,
require them to be classified. There are three classifications for problem assets: substandard, doubtful and loss. “Substandard
assets” must have one or more defined weaknesses and are characterized by the distinct possibility that we will sustain some
loss if the deficiencies are not corrected. “Doubtful assets” have the weaknesses of substandard assets with the additional
characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts, conditions
and values questionable, and there is a high possibility of loss. An asset classified “loss” is considered uncollectible
and of such little value that continuance as an asset of the institution is not warranted. The regulations also provide for a “special
mention” category, described as assets which do not currently expose us to a sufficient degree of risk to warrant classification
but do possess credit deficiencies or potential weaknesses deserving our close attention. If we classify an asset as loss, we must
charge off such amount.





15







The following table shows the aggregate amounts of our classified
 loans at the dates indicated.













|                       |  | At December 31, |       
|---------------------- |  | --------------- | ------
|(In thousands)         |  | 2013            |       
|Special mention        |  | $               | 32,511
|Substandard (1)        |  |                 | 16,289
|Doubtful               |  |                 | 93    
|Loss                   |  |                 | -     
|                       |  |                 |       
|Total classified loans |  | $               | 48,893





| | (1) | In June 2013, the Company added an additional risk
grade to further delineate the Bank’s risk profile. At December 31, 2013, the Company’s substandard loans consisted
of $3,733 in substandard-accruing and $12,556 in substandard-nonaccruing loans for an aggregate of $16,289 in substandard loans.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





Special
mention assets at December 31, 2013 and December 31, 2012, each included loans in the amount of $102,000 and $82,000,
respectively, which were nonaccrual. Substandard assets at December 31, 2013 and December 31, 2012 included nonaccrual loans
of $12.6 million and $25.0 million, respectively. Doubtful assets at December 31, 2013 and December 31, 2012 included
nonaccrual loans of $93,000 and $179,000, respectively. In June 2013, in connection with the Company’s plan to reduce
the level of impaired loans, the Company sold $20.8 million in credit impaired loans which resulted in $5.1 million in net
charge-offs against the Company’s allowance for loan losses. This loan sale and management’s workout efforts were
the primary reasons for the decrease in classified assets during 2013.



Delinquencies. The following
table provides information about delinquencies in our loan portfolios at the dates indicated. We did not have any accruing loans
past due 90 days or more at the dates presented.



|                                                   |  | Delinquencies           |      
|-------------------------------------------------- |  | ----------------------- | -----
|                                                   |  | 31-60 Days
    Past Due |      
|As of December 31, 2013                            |  |                         |      
|(In thousands)                                     |  |                         |      
|Real estate loans                                  |  |                         |      
|One-to-four family                                 |  | $                       | 1,217
|Construction and land development                  |  |                         | 970  
|Multi-family and commercial real estate:           |  |                         |      
|Investor owned one-to-four family and multi-family |  |                         | 861  
|Industrial and Warehouse                           |  |                         | -    
|Office buildings                                   |  |                         | -    
|Retail properties                                  |  |                         | 423  
|Special use properties                             |  |                         | 346  
|Subtotal Multi-family and commercial real estate   |  |                         | 1,630
|Commercial business loans                          |  |                         | 487  
|Consumer loans:                                    |  |                         |      
|Home equity loans                                  |  |                         | 155  
|Other consumer loans                               |  |                         | 2    
|Subtotal Consumer                                  |  |                         | 157  
|Total                                              |  | $                       | 4,461





16











|                                            |  | Delinquencies           |      
|------------------------------------------- |  | ----------------------- | -----
|                                            |  | 31-60
    Days Past Due |      
|As
    of December 31, 2012                 |  |                         |      
|(In
    thousands)                          |  |                         |      
|Real
    estate loans                       |  |                         |      
|One-to-four
    family                      |  | $                       | 1,820
|Construction                                |  |                         | 221  
|Multi-family
    and commercial real estate |  |                         | 464  
|Commercial
    business loans               |  |                         | 553  
|Consumer
    and other                      |  |                         | 1,353
|Total                                       |  | $                       | 4,411





The significant decrease in delinquencies
is attributed to management’s loan workout efforts, including the June 2013 sale of credit impaired loans.





Analysis and Determination of
the Allowance for Loan Losses. The allowance for loan losses is a valuation allowance for the known and inherent
risks in the loan portfolio. We evaluate the need to establish allowances against losses on loans on a quarterly basis. When
additional allowances are needed a provision for loan losses is charged against earnings. The recommendations for increases
or decreases to the allowance are presented by management to the board of directors on a quarterly basis.



On a quarterly basis, or more often if
warranted, management analyzes the loan portfolio. For individually evaluated loans that are considered impaired, an allowance
will be established based on either the present value of expected future cash flows discounted at the loan’s effective interest
rate, the loan’s observable market price, or for loans that are considered collateral dependent, the fair value of the collateral.
(A loan is considered impaired when, based on current information and events, it is probable that a creditor will be unable to
collect all amounts due under the original contractual terms of the loan agreement.)



All other loans, excluding loans
that are individually evaluated, including those not considered impaired, are segregated into groups based on similar risk
factors. Each of these groups is then evaluated based on several factors to estimate credit losses. Management will determine
for each category of loans with similar risk characteristics the historical loss rate. Historical loss rates provide a
reasonable starting point for the Bank’s analysis, however, this analysis and loss trends do not form a sufficient
basis, by themselves, to determine the appropriate level of the loan loss allowance. Management also considers qualitative
and environmental factors for each loan segment that are likely to impact, directly or indirectly, the inherent loss exposure
of the loan portfolio. These factors include but are not limited to: changes in the amount and severity of
delinquencies, non-accrual and adversely classified loans, changes in local, regional, and national economic conditions  that
will affect the collectability of the portfolio, changes in the nature and volume of loans in the portfolio, changes in
concentrations of credit, lending area, industry concentrations, or types of borrowers, changes in lending policies,
procedures, management, portfolio mix, competition, pricing, loan to value trends, extension and modification requests, and
loan quality trends. As of June 30, 2013, management added factors to assess with greater granularity loan quality trends, in
particular, the changes and the trend in charge-offs and recoveries, change in volume of loans classified as Watch or Special
Mention, and the changes in the quality of the Bank’s loan review system. This analysis establishes factors that are
applied to each of the segregated groups of loans to determine an appropriate level of loan loss allowance.



Our banking regulators, as an
integral part of their examination process, periodically review our allowance for loan losses. The examination may require us
to make additional provisions for loan losses based on judgments different from ours. The Company also periodically engages
an independent consultant to review our credit risk grading process and the risk grades on selected portfolio segments as
well as the methodology, analysis and adequacy of the allowance for loan and lease losses.





17









Although we believe that we use the best
information available to establish the allowance for loan losses, future adjustments to the allowance for loan losses may be
necessary and results of operations could be adversely affected if circumstances differ substantially from the assumptions
used in making the determinations. Furthermore, while we believe we have established our allowance for loan losses in
conformity with generally accepted accounting principles, there can be no assurance that regulators, in reviewing our loan
portfolio, will not request us to increase our allowance for loan losses. In addition, because further events affecting
borrowers and collateral cannot be predicted with certainty, there can be no assurance that the existing allowance for loan
losses is adequate or that increases will not be necessary should the quality of any loans deteriorate as a result of the
factors discussed above. Any material increase in the allowance for loan losses may adversely affect our financial condition
and results of operations.





18









Analysis of Loan Loss Experience.
The following table sets forth an analysis of the allowance for loan losses for the periods indicated. Where specific loan loss
allowances have been established, any difference between the loss allowance and the amount of loss realized has been charged or
credited to current income.





|                                                                            |  | Year Ended December 31, |       
|--------------------------------------------------------------------------- |  | ----------------------- | ------
|(Dollars in thousands)                                                      |  | 2013                    |       
|                                                                            |  |                         |       
|Allowance at beginning of period                                            |  | $                       | 14,500
|Provision for loan losses                                                   |  |                         | 4,150 
|Less: Charge offs:                                                          |  |                         |       
|Real estate loans                                                           |  |                         | 8,065 
|Commercial business loans                                                   |  |                         | 1,817 
|Consumer loans                                                              |  |                         | 182   
|                                                                            |  |                         |       
|Total charge-offs                                                           |  |                         | 10,064
|                                                                            |  |                         |       
|Plus: Recoveries:                                                           |  |                         |       
|Real estate loans                                                           |  |                         | 723   
|Commercial business loans                                                   |  |                         | 577   
|Consumer loans                                                              |  |                         | 5     
|                                                                            |  |                         |       
|Total recoveries                                                            |  |                         | 1,305 
|                                                                            |  |                         |       
|Net charge-offs (recoveries)                                                |  |                         | 8,759 
|                                                                            |  |                         |       
|Allowance at end of period                                                  |  | $                       | 9,891 
|                                                                            |  |                         |       
|Allowance to nonperforming loans                                            |  |                         | 73.91 
|Allowance to total loans outstanding at the end of the period               |  |                         | 2.67  
|Net charge-offs (recoveries) to average loans outstanding during the period |  |                         | 2.14  







In June 2013, in connection with the Company’s
plan to reduce the level of impaired loans, the Company sold $20.8 million in credit impaired loans. In these transactions, the
Company sold approximately $14.1 million in loans secured by commercial real estate properties, $6.0 million in construction and
land development loans and $0.7 million in loans secured by owner occupied one-to-four family properties. Because of the credit
impaired quality of these assets transferred, the impact of these sales resulted in $5.1 million in net charge-offs against the
Company’s allowance for loan losses.







19









The following table sets forth the breakdown
of the allowance for loan losses by loan category at the dates indicated.





|                                        |  | At December 31, |      
|--------------------------------------- |  | --------------- | -----
|                                        |  | 2013            |      
|                                        |  |                 |      
|                                        |  |                 |      
|                                        |  |                 |      
|                                        |  |                 |      
|(Dollars in thousands)                  |  | Amount          |      
|                                        |  |                 |      
|One-to-four family                      |  | $               | 1,849
|Construction                            |  |                 | 1,118
|Multi-family and commercial real estate |  |                 | 5,097
|Commercial business                     |  |                 | 1,443
|Consumer loans                          |  |                 | 384  
|                                        |  |                 |      
|Total allowance for loan losses         |  | $               | 9,891













|                                        |  | At December 31, |      
|--------------------------------------- |  | --------------- | -----
|                                        |  | 2011            |      
|                                        |  |                 |      
|                                        |  |                 |      
|                                        |  |                 |      
|                                        |  |                 |      
|(Dollars in thousands)                  |  | Amount          |      
|                                        |  |                 |      
|One-to-four family                      |  | $               | 1,745
|Construction                            |  |                 | 1,327
|Multi-family and commercial real estate |  |                 | 3,745
|Commercial business                     |  |                 | 754  
|Consumer loans                          |  |                 | 482  
|                                        |  |                 |      
|Total allowance for loan losses         |  | $               | 8,053





|                                        |  | 2009   |      
|--------------------------------------- |  | ------ | -----
|                                        |  |        |      
|                                        |  |        |      
|                                        |  |        |      
|(Dollars in thousands)                  |  | Amount |      
|                                        |  |        |      
|One-to-four family                      |  | $      | 1,044
|Construction                            |  |        | 632  
|Multi-family and commercial real estate |  |        | 1,489
|Commercial business                     |  |        | 481  
|Consumer loans                          |  |        | 350  
|                                        |  |        |      
|Total allowance for loan losses         |  | $      | 3,996





20







Investment Activities



Our securities portfolio consists of mortgage-backed securities, collateralized mortgage obligations, auction rate preferred securities, an investment in a fixed
rate fixed income mutual fund, as well as U.S. Government and agency obligations. Securities increased by $18.9 million in the
year ended December 31, 2013 due to the purchase of additional mortgage-backed securities and U.S. Government agency obligations
during this period, partially offset by principal repayments on mortgage-backed securities. Securities decreased by $1.3 million
in the year ended December 31, 2012 due to the purchase of additional mortgage-backed securities during this period more than
offset by principal repayments on mortgage-backed securities and the partial redemption of auction rate preferred securities.



All of our mortgage-backed securities and
substantially all of our collateralized mortgage obligations were issued either by Ginnie Mae, Fannie Mae or Freddie Mac. At December
31, 2013, our securities portfolio also included a private label collateralized mortgage obligation with a book value of $258,000.
During the year ended December 31, 2013, the Company recognized $1.81 million in other than temporary impairment, primarily on
its auction rate preferred securities.



Our investment objectives are to provide
and maintain liquidity, to maintain a balance of high quality, diversified investments to minimize risk, to provide collateral
for pledging requirements, to establish an acceptable level of interest rate risk, to provide an alternate source of low-risk investments
when demand for loans is weak, and to generate a favorable return. During 2013, we added a mixture of securities to our portfolio
including adjustable rate mortgage backed securities and callable agency securities. The securities resulting from our mortgage
loan securitization (book value $13.5 million) are included in the investment portfolio. Our board of directors has the overall
responsibility for our investment portfolio, including approval of our investment policy and appointment of our Asset/Liability
and Investment Committees. The Investment Committee meets regularly and is responsible for approval of investment strategies and
monitoring of investment performance. Senior management has the overall responsibility for the daily investment activities and
has authorized the CFO to make investment decisions consistent with our investment policy.



The following table sets forth the amortized costs and fair
values of our securities portfolio at the dates indicated.



|                                                          |  | At December 31, |       
|--------------------------------------------------------- |  | --------------- | ------
|                                                          |  | 2013            |       
|                                                          |  | Amortized Cost  |       
|                                                          |  | (In thousands)  |       
|Available-for-sale securities:                            |  |                 |       
|U.S. Government and agency obligations                    |  | $               | 16,601
|Government guaranteed mortgage-backed securities          |  |                 | 22,874
|Government guaranteed collateralized mortgage obligations |  |                 | 3,736 
|Private label collateralized mortgage obligations         |  |                 | 258   
|Auction rate preferred securities                         |  |                 | 5,893 
|Mutual fund – Fixed income                                |  |                 | 500   
|Total- Available for sale securities                      |  | $               | 49,862
|                                                          |  |                 |       
|Held-to-maturity securities:                              |  |                 |       
|US Government guaranteed mortgage-backed securities       |  |                 | 18,149
|Total securities                                          |  | $               | 68,011





21









At December 31, 2013, we did not own any
securities, other than U.S. Government and agency securities, to which the obligation of any one issuer was in excess of 10% of
our total stockholders’ equity at that date.



In November
2013, the Company securitized approximately $13.6 million in 30 year fixed rate residential mortgage loans into U.S.
agency mortgage backed securities. The purpose of this securitization was to transform residential mortgage loans into more
liquid mortgage-backed securities which have a lower risk-based capital requirement and could be pledged for borrowings.
This transfer of financial assets met the criteria established under  FASB ASC Topic 860 and has been accounted for as a true
sale of the residential mortgage loans, resulting in no gain or loss on the sale.



The amortized cost
and fair value of securities at December 31, 2013, by expected maturity, are set forth below. Actual maturities of mortgage-backed
securities and collateralized mortgage obligations may differ from contractual maturities because the mortgages underlying the
securities may be prepaid or called with or without call or prepayment penalties. Because these securities are not due at a single
maturity date, the maturity information is not presented.





|                                                           |  | Available-for-Sale     |        |  | Held-to-Maturity |  
|---------------------------------------------------------- |  | ---------------------- | ------ |  | ---------------- | -
|At December 31, 2013                                       |  | Amortized
 Cost        |        |  | Fair Value       |  
|                                                           |  | (Dollars in thousands) |       
|U.S. Government agency mortgage-backed securities          |  | $                      | 22,874 |  |                  | $
|U.S. Government agency collateralized mortgage obligations |  |                        | 3,736  |  |                  |  
|Private label collateralized mortgage obligations          |  |                        | 258    |  |                  |  
|Mutual fund - Fixed Income securities                      |  |                        | 500    |  |                  |  
|Subtotal                                                   |  |                        | 27,368 |  |                  |  
|Securities with Fixed Maturities:                          |  |                        |        |  |                  |  
|Due in one year or less                                    |  |                        |        |  |                  |  
|Due after one year through five years                      |  |                        | 6,607  |  |                  |  
|Due after five years through ten years                     |  |                        | 9,995  |  |                  |  
|Due after ten years                                        |  |                        | 5,893  |  |                  |  
|                                                           |  |                        | 22,495 |  |                  |  
|Total                                                      |  | $                      | 49,863 |  |                  | $



At December 31, 2013 and 2012,
securities with amortized costs of $19.53 million and $30.57 million, respectively, and fair values of $19.67 million and
$31.27 million, respectively, were pledged as collateral to secure municipal deposits and repurchase agreements.



Bank Owned Life Insurance.We
have purchased life insurance policies on certain key executives to help offset the costs of certain benefits provided to Naugatuck
Valley Savings’ employees. Bank owned life insurance totaled $10.1 million at December 31, 2013. Bank owned life
insurance is recorded as an asset at the lower of its cash surrender value or the amount that can be realized. Income earned on
bank owned life insurance policies is exempt from income taxes. This program is monitored on an annual basis to ensure that Naugatuck
Valley Savings remains within the established guidelines outlined in the Bank’s regulatory policies.





22









Deposit Activities



The vast majority of our depositors are
residents of the State of Connecticut. Deposits are attracted from within our primary market area through the offering of a broad
selection of deposit instruments, including NOW accounts, checking accounts, money market accounts, regular savings accounts, health
savings accounts, certificates of deposit and various retirement accounts.Generally, we do not utilize brokered funds.
Deposit account terms vary according to the minimum balance required, the time periods the funds must remain on deposit and the
interest rate, among other factors. In determining the terms of our deposit accounts, we consider the rates offered by our competition,
our profitability, asset/ liability management strategies and customer preferences. We generally review our deposit mix and pricing
weekly. Our current strategy is to offer competitive rates, but not be the market leader in every type and maturity.



The following table sets forth the balances of our deposit products
at the dates indicated.





|                                       |  | At December 31, |        
|-------------------------------------- |  | --------------- | -------
|(Dollars in thousands)                 |  | 2013            |        
|Noninterest bearing demand deposits    |  | $               | 69,147 
|Interest bearing deposits              |  |                 |        
|Now accounts and money market accounts |  |                 | 49,514 
|Savings accounts                       |  |                 | 117,004
|Certificates of deposit                |  |                 | 155,182
|Total interest bearing deposits        |  |                 | 321,700
|Total deposits                         |  | $               | 390,847





The following table indicates the amount
of jumbo certificate accounts by time remaining until maturity at December 31, 2013. Jumbo certificate accounts require minimum
deposits of $100,000.



|                               |  | Certificate |               
|------------------------------ |  | ----------- | --------------
|Maturity
    Period            |  | Accounts    |               
|                               |  |             | (In thousands)
|Three months or less           |  | $           | 6,419         
|Over three through six months  |  |             | 7,015         
|Over six through twelve months |  |             | 11,792        
|Over twelve months             |  |             | 37,232        
|                               |  |             |               
|Total                          |  | $           | 62,458        



Borrowings. We borrow from the Federal Home Loan
Bank of Boston to supplement our supply of lendable funds and to meet deposit withdrawal requirements. The Federal Home Loan Bank
functions as a central reserve bank providing credit for member financial institutions. As a member, we are required to own capital
stock in the Federal Home Loan Bank of Boston and are authorized to apply for advances on the security of such stock and certain
of our mortgage loans and other assets (principally securities which are obligations of, or guaranteed by, the United States),
provided certain standards related to creditworthiness have been met. Advances are made under several different programs, each
having its own interest rate and range of maturities. Depending on the program, limitations on the amount of advances are based
either on a fixed percentage of an institution’s net worth or on the Federal Home Loan Bank’s assessment of the institution’s
creditworthiness. Under its current credit policies, the Federal Home Loan Bank generally limits advances to 25% of a member’s
assets, and short-term borrowings of less than one year may not exceed 10% of the institution’s assets. The Federal Home
Loan Bank determines specific lines of credit for each member institution.





23









The following table presents certain information regarding our
Federal Home Loan Bank advances during the periods and at the dates indicated.



|                                                                          |  | Year Ended December 31, |       
|------------------------------------------------------------------------- |  | ----------------------- | ------
|(Dollars in thousands)                                                    |  | 2013                    |       
|Maximum amount of advances outstanding at any month end during the period |  | $                       | 41,475
|Average advances outstanding during the period                            |  |                         | 33,817
|Weighted average interest rate during the period                          |  |                         | 2.50  
|Balance outstanding at end of period                                      |  | $                       | 25,293
|Weighted average interest rate at end of period                           |  |                         | 2.16  



We also use securities sold under agreements to repurchase as
a source of borrowings, and we may occasionally borrow short-term from correspondent banks to cover temporary cash needs.







Stockholders’
Equity. Total stockholders’ equity decreased by $8.7 million, or 13.0%, to $58.2 million at December 31, 2013
from $66.9 million at December 31, 2012. Total stockholders’ equity decreased by $15.4 million, or 18.7%, to $66.9
million at December 31, 2012 from $82.3 million at December 31, 2011. The decrease in stockholders’ equity
for the year ended December 31, 2013 was primarily due to the net loss of $8.8 million.



Subsidiaries



Naugatuck Valley Financial’s sole subsidiary
is Naugatuck Valley Savings.



Naugatuck Valley Savings has two wholly-owned
subsidiaries, Naugatuck Valley Mortgage Servicing Corporation and Church Street OREO One, LLC. Established in 1999 under Connecticut
law, Naugatuck Valley Mortgage Servicing is a passive investment corporation organized in order to take advantage of certain state
tax benefits. Its primary business is to service mortgage loans that we have originated and subsequently transferred to Naugatuck
Valley Mortgage Servicing. Church Street OREO One, LLC was established in February 2013 to hold properties acquired through foreclosure
as well as non-judicial proceedings.



Personnel



At December 31, 2013, we had 148 full-time
employees and 21 part-time employees, none of whom are represented by a collective bargaining unit. We believe our relationship
with our employees is good.





24









Regulation and Supervision



General



Naugatuck Valley Savings is subject to extensive
regulation, examination and supervision by the Office of the Comptroller of the Currency, as its primary federal regulator, and
the Federal Deposit Insurance Corporation, as its deposits insurer. Naugatuck Valley Savings is a member of the Federal Home Loan
Bank System and its deposit accounts are insured up to applicable limits by the Deposit Insurance Fund managed by the Federal Deposit
Insurance Corporation. Naugatuck Valley Savings must file reports with the Office of the Comptroller of the Currency and the Federal
Deposit Insurance Corporation concerning its activities and financial condition in addition to obtaining regulatory approvals prior
to entering into certain transactions such as mergers with, or acquisitions of, other financial institutions. There are periodic
examinations by the Office of the Comptroller of the Currency and, under certain circumstances, the Federal Deposit Insurance Corporation
to evaluate Naugatuck Valley Savings’ safety and soundness and compliance with various regulatory requirements. This regulation
and supervision establishes a comprehensive framework of activities in which an institution can engage and is intended primarily
for the protection of the insurance fund and depositors. The regulatory structure also gives the regulatory authorities extensive
discretion in connection with their supervisory and enforcement activities and examination policies, including policies with respect
to the classification of assets and the establishment of adequate loan loss reserves for regulatory purposes. Any change in such
policies, whether by the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation or Congress, could
have a material adverse impact on Naugatuck Valley Financial and Naugatuck Valley Savings and their operations. Naugatuck Valley
Financial, as a savings and loan holding company, is required to file certain reports with, is subject to examination by, and otherwise
must comply with the rules and regulations of the Federal Reserve Board. Naugatuck Valley Financial is subject to the rules and
regulations of the Securities and Exchange Commission under the federal securities laws.



The Dodd-Frank Wall Street Reform and Consumer
Protection Act (the “Dodd-Frank Act”), enacted in 2010, made extensive changes in the regulation and supervision of
federal savings institutions like Naugatuck Valley Savings. Under the Dodd-Frank Act, the Office of Thrift Supervision was eliminated,
and responsibility for the supervision and regulation of federal savings banks was transferred to the Office of the Comptroller
of the Currency, the agency that regulates national banks. The Office of the Comptroller of the Currency assumed primary responsibility
for examining Naugatuck Valley Savings and implementing and enforcing many of the laws and regulations applicable to federal savings
institutions. At the same time, the responsibility for supervising and regulating savings and loan holding companies, such as Naugatuck
Valley Financial, was transferred to the Federal Reserve Board. In addition, the Dodd-Frank Act created a new agency, the Consumer
Financial Protection Bureau, as an independent bureau of the Federal Reserve Board, to take over the implementation of federal
consumer financial protection and fair lending laws from the depository institution regulators. However, institutions of $10 billion
or fewer in assets will continue to be examined for compliance with such laws and regulations by, and subject to the enforcement
authority of, their primary federal regulator rather than the Consumer Financial Protection Bureau.





Certain of the regulatory requirements that
are applicable to Naugatuck Valley Savings and Naugatuck Valley Financial are described below. This description of statutes and
regulations is not intended to be a complete explanation of such statutes and regulations and their effects on Naugatuck Valley
Savings and Naugatuck Valley Financial and is qualified in its entirety by reference to the actual statutes and regulations.



Formal Agreement with the Office of the Comptroller of the
Currency



Effective January
17, 2012, the Bank entered into a formal written agreement (the “Agreement”) with the Office of the Comptroller
of the Currency. The Agreement requires the Bank to take various actions, within prescribed time frames, with respect to
certain operational areas of the Bank, including the following:



| | · | Restricts the Bank from declaring or paying any dividends or other capital distributions to the Company without prior written regulatory approval. This provision relates to intercompany dividends or other capital distributions from the Bank to the Company.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | · | Provide prior written notice to the Office of the Comptroller of the Currency before appointing an individual to serve as a senior executive officer or as a director of the Bank.                                                                              





25







| | · | Restricts the Bank from entering into, renewing, extending or revising any contractual arrangement relating to the compensation or benefits for any senior executive officer of the Bank, unless the Bank provides the Office of the Comptroller of the Currency with prior written notice of the proposed transaction.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | · | Subjects the Bank to six month financial and operational examination review. The most recent
    examination was completed in January 2014 and the examination report has not yet been received. The next scheduled review is expected
    in     the     third     quarter     2014.                                  



Regulation of Federal Savings Institutions



Business Activities. Federal
law and regulations govern the activities of federal savings banks, such as Naugatuck Valley Savings. These laws and regulations
delineate the nature and extent of the activities in which federal savings banks may engage. In particular, certain lending authority
for federal savings banks, e.g., commercial, non-residential real property loans and consumer loans, is limited to a specified
percentage of the institution’s capital or assets.



The Dodd-Frank Act authorized the payment
of interest on commercial checking accounts, effective July 21, 2011.



Capital Requirements.  The
applicable capital regulations require savings associations to meet three minimum capital standards: a 1.5% tangible capital to
total assets ratio, a 4% Tier 1 capital to total assets leverage ratio (3% for institutions receiving the highest rating on the
CAMELS examination rating system) and an 8% risk-based capital ratio. In addition, the prompt corrective action standards discussed
below also establish, in effect, a minimum 2% tangible capital standard, a 4% leverage ratio (3% for institutions receiving the
highest rating on the CAMELS system) and, together with the risk-based capital standard itself, a 4% Tier 1 risk-based capital
standard. The regulations also require that, in meeting the tangible, leverage and risk-based capital standards, institutions must
generally deduct investments in and loans to subsidiaries engaged in activities as principal that are not permissible for a national
bank.



The risk-based capital standard for savings
associations requires the maintenance of Tier 1 (core) and total capital (which is defined as core capital and supplementary capital
less certain specified deductions from total capital such as reciprocal holdings of depository institution capital instruments
and equity investments) to risk-weighted assets of at least 4% and 8%, respectively. In determining the amount of risk-weighted
assets, all assets, including certain off-balance sheet activities, recourse obligations, residual interests and direct credit
substitutes, are multiplied by a risk-weight factor of 0% to 100%, assigned by the capital regulation based on the risks believed
inherent in the type of asset. Tier 1 (core) capital is generally defined as common stockholders’ equity (including retained
earnings), certain noncumulative perpetual preferred stock and related surplus and minority interests in equity accounts of consolidated
subsidiaries, less intangibles other than certain mortgage servicing rights and credit card relationships. The components of supplementary
capital (Tier 2 capital) include cumulative preferred stock, long-term perpetual preferred stock, mandatory convertible debt securities,
subordinated debt and intermediate preferred stock, the allowance for loan and lease losses limited to a maximum of 1.25% of risk-weighted
assets and up to 45% of unrealized gains on available-for-sale equity securities with readily determinable fair market values.
Overall, the amount of supplementary capital included as part of total capital cannot exceed 100% of core capital.



The Office of the Comptroller of the Currency
also has authority to establish individual minimum capital requirements in appropriate cases upon a determination that an institution’s
capital level is or may become inadequate in light of the particular risks or circumstances. At December 31, 2013, Naugatuck Valley
Savings met each of its capital requirements.



The Office of the Comptroller of
the Currency imposed individual minimum capital requirements (“IMCRs”) on the Bank effective June 4, 2013. The
IMCRs require the Bank to maintain a Tier 1 leverage capital to adjusted total assets ratio of at least 9.00% and a
total risk-based capital to risk-weighted assets ratio of at least 13.00%. Before the establishment of the IMCRs, the Bank
had been operating under these capital parameters by self-imposing these capital levels as part of the capital plan the Bank
was required to implement under the terms of the previously disclosed January 2012 Formal Agreement between the Bank and the
OCC. The Bank exceeded the IMCRs at December 31, 2013 with a Tier 1 leverage ratio of 11.04% and a total risk-based capital
ratio of 18.01%.





26









Basel III



On July 9, 2013, the federal bank regulatory
agencies issued a final rule that will revise their risk-based capital requirements and the method for calculating risk-weighted
assets to make them consistent with agreements that were reached by the Basel Committee on Banking Supervision (“Basel III”)
and certain provisions of the Dodd-Frank Act. The final rule applies to all depository institutions, top-tier bank holding companies
with total consolidated assets of $500 million or more and top-tier savings and loan holding companies.



The rule establishes a new common equity
Tier 1 minimum capital requirement (4.5% of risk-weighted assets), increases the minimum Tier 1 capital to risk-based assets requirement
(from 4.0% to 6.0% of risk-weighted assets) and assigns a higher risk weight (150%) to exposures that are more than 90 days past
due or are on nonaccrual status and to certain commercial real estate facilities that finance the acquisition, development or construction
of real property.



The rule also includes changes in what
constitutes regulatory capital, some of which are subject to a two-year transition period. These changes include the
phasing-out of certain instruments as qualifying capital. In addition, Tier 2 capital is no longer limited to the amount of
Tier 1 capital included in total capital. Mortgage servicing rights, certain deferred tax assets and investments in
unconsolidated subsidiaries over designated percentages of common stock will be required to be deducted from capital, subject
to a two-year transition period. Finally, Tier 1 capital will include accumulated other comprehensive income (which includes
all unrealized gains and losses on available for sale debt and equity securities), subject to a two-year transition period.
Institutions may opt out of including accumulated other comprehensive income in Tier 1 capital.



The new capital requirements also include
changes in the risk-weights of assets to better reflect credit risk and other risk exposures. These include a 150% risk weight
(up from 100%) for certain high volatility commercial real estate acquisition, development and construction loans and non-residential
mortgage loans that are 90 days past due or otherwise on nonaccrual status; a 20% (up from 0%) credit conversion factor for the
unused portion of a commitment with an original maturity of one year or less that is not unconditionally cancellable; a 250% risk
weight (up from 100%) for mortgage servicing rights and deferred tax assets that are not deducted from capital; and increased risk-weights
(from 0% to up to 600%) for equity exposures.



Finally, the rule limits capital distributions
and certain discretionary bonus payments if the banking organization does not hold a “capital conservation buffer”
consisting of 2.5% of common equity Tier 1 capital to risk-weighted assets in addition to the amount necessary to meet its minimum
risk-based capital requirements.



The final rule becomes effective on January
1, 2015. The capital conservation buffer requirement will be phased in beginning January 1, 2016, at 0.625% of risk-weighted assets,
increasing each year until fully implemented at 2.5% on January 1, 2019.



Prompt Corrective Regulatory Action.The Office of the Comptroller of the Currency is required to take certain supervisory actions against undercapitalized institutions,
the severity of which depends upon the institution’s degree of undercapitalization.  In addition, numerous mandatory
supervisory actions become immediately applicable to an undercapitalized institution, including, but not limited to, increased
monitoring by regulators and restrictions on growth, capital distributions and expansion.  The Office of the Comptroller
of the Currency could also take any one of a number of discretionary supervisory actions, including the issuance of a capital directive
and the replacement of senior executive officers and directors.  Significantly and critically undercapitalized institutions
are subject to additional mandatory and discretionary measures.



Loans to One Borrower. Federal
law provides that savings institutions are generally subject to the limits on loans to one borrower applicable to national banks.
Subject to certain exceptions, a savings institution may not make a loan or extend credit to a single or related group of borrowers
in excess of 15% of its unimpaired capital and surplus. An additional amount may be lent, equal to 10% of unimpaired capital and
surplus, if secured by specified readily-marketable collateral.





27









Standards for Safety and Soundness.
The federal banking agencies have adopted Interagency Guidelines prescribing Standards for Safety and Soundness in various areas
such as internal controls and information systems, internal audit, loan documentation and credit underwriting, interest rate exposure,
asset growth and quality, earnings and compensation, fees and benefits. The guidelines set forth the safety and soundness standards
that the federal banking agencies use to identify and address problems at insured depository institutions before capital becomes
impaired. If the Office of the Comptroller of the Currency determines that a savings institution fails to meet any standard prescribed
by the guidelines, the Office of the Comptroller of the Currency may require the institution to submit an acceptable plan to achieve
compliance with the standard.



Community Reinvestment Act.
All federal savings associations have a responsibility under the Community Reinvestment Act and related regulations to help meet
the credit needs of their communities, including low- and moderate-income neighborhoods. An institution’s failure to comply
with the provisions of the Community Reinvestment Act could result in restrictions on its activities. Naugatuck Valley Savings
and Loan received a “satisfactory” Community Reinvestment Act rating in its most recently completed examination.



Limitation on Capital Distributions.
Federal Reserve Board and Office of the Comptroller of the Currency regulations impose limitations upon all capital distributions
by a savings association, including cash dividends, payments to repurchase its shares and payments to shareholders of another institution
in a cash-out merger. Under the regulations, a notice must be filed with the Federal Reserve Board 30 days prior to declaring a
dividend, with a notice to the Office of the Comptroller of the Currency. The Federal Reserve Board may disapprove a dividend notice
if the proposed dividend raises safety and soundness concerns, the institution would be undercapitalized following the distribution
or the distribution would otherwise be contrary to a statute, regulation or agreement with the Office of the Comptroller of the
Currency. In the event Naugatuck Valley Savings’ capital fell below its regulatory requirements or the Office of the Comptroller
of the Currency notified it that it was in need of increased supervision, Naugatuck Valley Savings’ ability to make capital
distributions could be restricted. In addition, the Federal Reserve Board could prohibit a proposed capital distribution by any
institution, which would otherwise be permitted by the regulation, if the Federal Reserve Board determines that such distribution
would constitute an unsafe or unsound practice.



Qualified Thrift Lender Test.Federal
law requires savings institutions to meet a qualified thrift lender test. Under the test, a savings institution is required to
either qualify as a “domestic building and loan association” under the Internal Revenue Code or maintain at least 65%
of its “portfolio assets” (total assets less: (i) specified liquid assets up to 20% of total assets; (ii) intangibles,
including goodwill; and (iii) the value of property used to conduct business) in certain “qualified thrift investments”
(primarily residential mortgages and related investments, including certain mortgage-backed securities) in at least nine months
out of each twelve-month period. Education loans, credit card loans and small business
loans may be considered “qualified thrift investments.”



A savings institution that fails the qualified
thrift lender test is subject to certain operating restrictions, including dividend limitations. The Dodd-Frank Act made noncompliance
with the qualified thrift lender test subject to agency enforcement action as a violation of law. As of December 31, 2013, Naugatuck
Valley Savings maintained 74% of its portfolio assets in qualified thrift investments and, therefore, met the qualified thrift
lender test.



Transactions with Related Parties. Federal law limits Naugatuck Valley Savings’ authority to make loans to, and engage in certain other transactions
with (collectively, “covered transactions”), “affiliates” (i.e., generally, any company that controls or
is under common control with an institution), including Naugatuck Valley Financial. The aggregate amount of covered transactions
with any individual affiliate is limited to 10% of the capital and surplus of the savings institution. The aggregate amount of
covered transactions with all affiliates is limited to 20% of the savings institution’s capital and surplus. Loans and other
specified transactions with affiliates are required to be secured by collateral in an amount and of a type described in federal
law. The purchase of low quality assets from affiliates is generally prohibited. Transactions with affiliates must be on terms
and under circumstances that are at least as favorable to the institution as those prevailing at the time for comparable transactions
with non-affiliated companies. In addition, savings institutions are prohibited from lending to any affiliate that is engaged in
activities that are not permissible for bank holding companies and no savings institution may purchase the securities of any affiliate
other than a subsidiary.





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The Sarbanes-Oxley Act generally prohibits
loans by Naugatuck Valley Financial to its executive officers and directors. However, the Sarbanes-Oxley Act contains a specific
exemption from such prohibition for loans by Naugatuck Valley Savings to its executive officers and directors in compliance with
federal banking regulations. Federal regulations impose certain quantitative limits and require, among other things, that all loans
or extensions of credit to executive officers and directors of insured institutions must be made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and must
not involve more than the normal risk of repayment or present other unfavorable features. Naugatuck Valley Savings is therefore
generally prohibited from making any new loans or extensions of credit to executive officers and directors at different rates or
terms than those offered to the general public. Notwithstanding this rule, federal regulations permit Naugatuck Valley Savings
to make loans to executive officers and directors at reduced interest rates if the loan is made under a benefit program generally
available to all other employees and does not give preference to any executive officer or director over any other employee.



In addition, loans made to a director or
executive officer in an amount that, when aggregated with the amount of all other loans to the person and his or her related interests,
are in excess of the greater of $25,000 or 5% of Naugatuck Valley Savings’ capital and surplus, or, in any event, greater
than $500,000, must be approved in advance by a majority of the disinterested members of the board of directors.



Loans to executive officers are subject
to additional restrictions based on the category of loan involved.



Enforcement. The Office of
the Comptroller of the Currency has primary enforcement responsibility over federal savings institutions and has the authority
to bring actions against the institution and all institution-affiliated parties, including stockholders, and any attorneys, appraisers
and accountants who knowingly or recklessly participate in wrongful action likely to have an adverse effect on an insured institution.
Formal enforcement action may range from the issuance of a capital directive or cease and desist order to removal of officers and/or
directors to institution of receivership, conservatorship or termination of deposit insurance. Civil penalties cover a wide range
of violations and can amount to $25,000 per day, or even $1 million per day in especially egregious cases. The Federal Deposit
Insurance Corporation has authority to recommend to the Director of the Office of the Comptroller of the Currency that enforcement
action be taken with respect to a particular savings institution. If action is not taken by the Director, the Federal Deposit Insurance
Corporation has authority to take such action under certain circumstances. Federal law also establishes criminal penalties for
certain violations.



Assessments. Federal savings
banks are required to pay assessments to their primary federal regulator to fund its operations. The general assessments, paid
on a semi-annual basis, are based upon the savings institution’s total assets, including consolidated subsidiaries, financial
condition and complexity of its portfolio. Naugatuck Valley Savings paid $247,000 in assessments for the year ended December 31,
2013.





Insurance of Deposit Accounts.Naugatuck Valley Savings’ deposits are insured up to applicable limits by the Deposit Insurance Fund of the FDIC. Under
the FDIC’s existing risk-based assessment system, insured institutions are assigned to one of four risk categories based
on supervisory evaluations, regulatory capital levels and certain other factors, with less risky institutions paying lower assessments.
An institution’s assessment rate depends upon the category to which it is assigned. Assessment rates range from 2.5 to 45
basis points on the institution’s assessment base, which is calculated as total assets minus tangible equity.



Deposit insurance per account owner is currently
$250,000. The FDIC adopted an optional Temporary Liquidity Guarantee Program by which, for a fee, non-interest bearing transaction
accounts would receive unlimited insurance coverage until December 31, 2010, which was later extended to December 31, 2012. Naugatuck
Valley Savings opted to participate in the unlimited coverage for noninterest bearing transaction accounts.



The FDIC has authority to increase insurance
assessments. A significant increase in insurance premiums would likely have an adverse effect on the operating expenses and results
of operations of Naugatuck Valley Savings. Management cannot predict what insurance assessment rates will be in the future.



Federal Home Loan Bank System.Naugatuck
Valley Savings is a member of the Federal Home Loan Bank System, which consists of twelve regional Federal Home Loan Banks. The
Federal Home Loan Bank provides a central credit facility primarily for member institutions. Naugatuck Valley Savings, as a member
of the Federal Home Loan Bank of Boston, is required to acquire and hold shares of capital stock in that Federal Home Loan Bank.
Naugatuck Valley Savings was in compliance with this requirement with an investment in Federal Home Loan Bank stock at December
31, 2013 of $5.4 million. Federal Home Loan Bank advances must be secured by specified types of collateral.





29









The Federal Home Loan Banks are required
to provide funds for the resolution of insolvent thrifts in the late 1980s and to contribute funds for affordable housing programs.
These requirements, as well as general financial results, could reduce the amount of dividends that the Federal Home Loan Banks
pay to their members and could also result in the Federal Home Loan Banks imposing a higher rate of interest on advances to their
members. If dividends were reduced, or interest on future Federal Home Loan Bank advances increased, our net interest income would
likely also be reduced.



Federal Reserve System



The Federal Reserve Board regulations require
savings institutions to maintain non-interest earning reserves against their transaction accounts (primarily negotiable orders
of withdrawal (NOW) and regular checking accounts). For 2013, the regulations provided that reserves be maintained against aggregate
transaction accounts as follows: a 3% reserve ratio was assessed on net transaction accounts up to and including $79.5 million;
a 10% reserve ratio was applied above $79.5 million. The first $12.4 million of otherwise reservable balances were exempted from
the reserve requirements. These amounts are adjusted annually and, for 2014, require a 3% ratio for up to $89.0 million and an
exemption of $13.3 million. Naugatuck Valley Savings complies with the foregoing requirements.



Other Regulations



Naugatuck Valley Savings’
operations are also subject to federal laws applicable to credit transactions, including the:



| | · | Truth-In-Lending Act, governing disclosures of credit terms to consumer borrowers;
| | - | ----------------------------------------------------------------------------------



| | · | Home Mortgage Disclosure Act of 1975, requiring financial institutions to provide information to
enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the
housing needs of the community it serves;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Equal Credit Opportunity Act, prohibiting discrimination on the basis of race, creed or other prohibited
factors in extending credit;
| | - | -------------------------------------------------------------------------------------------------------------------------------------



| | · | Fair Credit Reporting Act of 1978, governing the use and provision of information to credit reporting
agencies; and
| | - | -------------------------------------------------------------------------------------------------------------------



| | · | Fair Debt Collection Act, governing the manner in which consumer debts may be collected by collection
agencies; and rules and regulations of the various federal agencies charged with the responsibility of implementing such federal
laws.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The operations of
Naugatuck Valley Savings also are subject to laws such as the:



| | · | Right to Financial Privacy Act, which imposes a duty to maintain confidentiality of consumer financial
records and prescribes procedures for complying with administrative subpoenas of financial records;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Electronic Funds Transfer Act and Regulation E promulgated thereunder, which govern automatic deposits
to and withdrawals from deposit accounts and customers’ rights and liabilities arising from the use of automated teller machines
and other electronic banking services; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Check Clearing for the 21st Century Act (also known as “Check 21”), which gives “substitute
checks,” such as digital check images and copies made from that image, the same legal standing as the original paper check.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





30









Holding Company Regulation



General. As a savings and
loan holding company, Naugatuck Valley Financial is required by federal law to report to, and otherwise comply with the rules and
regulations of, the Federal Reserve Board.



Activities Restrictions.Naugatuck
Valley Financialis a unitary savings and loan holding company within the meaning of federal law. No company
may acquire control of a savings association unless that company engages only in the financial activities permitted for financial
holding companies under the law (which includes those permitted for bank holding companies) or for multiple savings and loan holding
companies as described below. Upon any non-supervisory acquisition by Naugatuck Valley Financial of another savings association
or savings bank that meets the qualified thrift lender test and is deemed to be a savings association by the Office of the Comptroller
of the Currency, Naugatuck Valley Financial would become a multiple savings and loan holding company (if the acquired institution
is held as a separate subsidiary) and would generally be limited to activities permissible for bank holding companies, subject
to the prior approval of the Federal Reserve Board, and certain activities authorized by Federal Reserve Board regulation. In addition,
Naugatuck Valley Financial may also engage in activities permitted for financial holding companies under certain conditions, including
the filing of an election to be treated as a financial holding company with the Federal Reserve Board.



A savings and loan holding company is prohibited
from, directly or indirectly, acquiring more than 5% of the voting stock of another savings association or savings and loan holding
company, without prior written approval of the Federal Reserve Board and from acquiring or retaining control of a depository institution
that is not insured by the Federal Deposit Insurance Corporation.



The Federal Reserve Board may not approve
any acquisition that would result in a multiple savings and loan holding company controlling savings associations in more than
one state, subject to two exceptions:  (i) the approval of interstate supervisory acquisitions by savings and loan holding
companies; and (ii) the acquisition of a savings association in another state if the laws of the state of the target savings association
specifically permit such acquisitions.  The states vary in the extent to which they permit interstate savings and loan
holding company acquisitions.



On May 21, 2013, the Company entered into
a Memorandum of Understanding (“MOU”) with the Federal Reserve Bank of Boston. Among other things, the MOU prohibits
the Company from paying dividends, repurchasing its stock or making other capital distributions without prior written approval
of the Federal Reserve Bank of Boston.



Capital. Savings and loan
holding companies are not currently subject to specific regulatory capital requirements. The Dodd-Frank Act, however, requires
the Federal Reserve Board to promulgate consolidated capital requirements for depository institution holding companies that are
no less stringent, both quantitatively and in terms of components of capital, than those applicable to institutions themselves.  There
is a five-year transition period before the capital requirements will apply to savings and loan holding companies. Instruments
such as cumulative preferred stock and trust preferred securities will not be includable as Tier 1 capital, except that instruments
issued before May 19, 2010 will be “grandfathered” for companies with consolidated assets of $15 billion or less.



Source of Strength.The
Dodd-Frank Act also extends the “source of strength” doctrine to savings and loan holding companies. The regulatory
agencies must issue regulations requiring that all bank and savings and loan holding companies serve as a source of strength to
their subsidiary depository institutions, which will require holding companies to provide capital and other support to their subsidiary
institutions in times of financial distress.



Federal Reserve Board policy also provides
that a holding company should inform the Federal Reserve Board supervisory staff prior to redeeming or repurchasing common stock
or perpetual preferred stock if the holding company is experiencing financial weaknesses or if the repurchase or redemption would
result in a net reduction, as of the end of a quarter, in the amount of such equity instruments outstanding compared with the beginning
of the quarter in which the redemption or repurchase occurred.





31









Dividends and Stock
Repurchases. The Federal Reserve Board has the power to prohibit dividends by savings and loan holding companies if their
actions constitute unsafe or unsound practices. The Federal Reserve Board has issued a policy statement on the payment of cash
dividends by bank holding companies, which also applies to savings and loan holding companies and which expresses the Federal Reserve
Board’s view that a holding company should pay cash dividends only to the extent that the company’s net income for
the past year is sufficient to cover both the cash dividends and a rate of earnings retention that is consistent with the company’s
capital needs, asset quality and overall financial condition. The Federal Reserve Board also indicated that it would be inappropriate
for a holding company experiencing serious financial problems to borrow funds to pay dividends. Under the prompt corrective action
regulations, the Federal Reserve Board may prohibit a bank holding company from paying any dividends if the holding company’s
bank subsidiary is classified as “undercapitalized.”



Acquisition of Naugatuck Valley Financial.Under
the Federal Change in Control Act, a notice must be submitted to the Federal Reserve Board if any person (including a company or
savings association), or group acting in concert, seeks to acquire direct or indirect “control” of a savings and loan
holding company or savings association.  Under certain circumstances, a change of control may occur, and prior notice
is required, upon the acquisition of 10% or more of Naugatuck Valley Financial outstanding voting stock, unless the Federal Reserve
Board has found that the acquisition will not result in control of Naugatuck Valley Financial.  A change in control definitively
occurs upon the acquisition of 25% or more of Naugatuck Valley Financial outstanding voting stock.  Under the Change
in Control Act, the Federal Reserve Board generally has 60 days from the filing of a complete notice to act, taking into consideration
certain factors, including the financial and managerial resources of the acquirer and the competitive effects of the acquisition.  Any
company that acquires control would then be subject to regulation as a savings and loan holding company.



Future Legislation. Various
legislation affecting financial institutions and the financial industry is from time to time introduced in Congress. Such legislation
may change banking statutes and the operating environment of the Company and its subsidiaries in substantial and unpredictable
ways, and could increase or decrease the cost of doing business, limit or expand permissible activities or affect the competitive
balance depending upon whether any of this potential legislation will be enacted, and if enacted, the effect that it or any implementing
regulations, would have on the financial condition or results of operations of the Company or any of its subsidiaries. With the
recent enactments of the Dodd-Frank Act, the nature and extent of future legislative and regulatory changes affecting financial
institutions is very unpredictable at this time.





32







Executive Officers of the Registrant



The executive officers of Naugatuck Valley
Financial and Naugatuck Valley Savings are elected annually by the Board of Directors and serve at the Board’s discretion.
The executive officers of Naugatuck Valley Financial and Naugatuck Valley Savings at December 31, 2013 are as follows:



|Name                 |  | Position                                                                                                                    
|-------------------- |  | ----------------------------------------------------------------------------------------------------------------------------
|                     |  |                                                                                                                             
|William C. Calderara |  | President and Chief Executive Officer of Naugatuck Valley Financial and Naugatuck Valley Savings and Loan                   
|                     |  |                                                                                                                             
|James Hastings       |  | Executive Vice President and Chief Financial Officer of Naugatuck
Valley Financial and Naugatuck Valley Savings and Loan    
|                     |  |                                                                                                                             
|James E. Cotter      |  | Executive Vice President and Chief Operating Officer of Naugatuck
Valley Financial and Naugatuck Valley Savings and Loan    
|                     |  |                                                                                                                             
|Mark C. Foley        |  | Executive Vice President and Chief Credit Policy Officer of
Naugatuck Valley Financial and Naugatuck Valley Savings and Loan



Ages
presented are as of December 31, 2013.





William C. Calderara has served
as President and Chief Executive Officer of Naugatuck Valley Financial and Naugatuck Valley Savings since September 2012. From
February 2008 until September 2012, Mr. Calderara served as Senior Vice President/Chief Loan Officer of Newtown Savings Bank in
Newtown, Connecticut. From July 1998 to February 2008, he served as Executive Vice President/Corporate Secretary of Fairfield County
Bank in Ridgefield, Connecticut. Age 53. Director of Naugatuck Valley Savings and of Naugatuck Valley Financial since 2012.



James Hastings has
served as Executive Vice President and Chief Financial Officer of Naugatuck Valley Financial Corporation and Naugatuck Valley
Savings since April 2013. From January 2008 until August 2012, Mr. Hastings served as Executive Vice President and Chief
Financial Officer of Southern Community Financial Corporation and its subsidiary bank, Southern Community Bank and Trust (a
$1.6 billion commercial bank headquartered in Winston-Salem, North Carolina). From August 2012 until February 2013, Mr.
Hastings served initially as the interim Chief Executive Officer of Southern Community Financial Corporation and its
subsidiary bank until this organization was acquired by Capital Bank, N.A. in September 2012 and then became a Senior
Financial Executive of Capital Bank N.A. Age 61



James E. Cotterhas served
as Executive Vice President and Chief Operating Officer of Naugatuck Valley Financial and Naugatuck Valley Savings since May 2013.
From February 2006 until April 2013, Mr. Cotter served as Senior Vice President – Retail Banking of Newtown Savings Bank
in Newtown, Connecticut. From January 2000 to February 2006, he served as Senior Vice President of Fairfield County Bank in Ridgefield,
Connecticut. Mr. Cotter is a registered Certified Public Accountant with the State of Connecticut. Age 53



Mark C. Foleyhas served as
Executive Vice President and Chief Credit Policy Officer of Naugatuck Valley Financial and Naugatuck Valley Savings since May 2013.
From November 2011 until May 2013, Mr. Foley served as Executive Vice President and Chief Credit Officer of Patriot National Bank
in Stamford, Connecticut. From May 2010 to November 2011, he served as Chief Credit Officer and Chief Risk Officer of Herald National
Bank in New York, New York. From November 2004 to April 2010, Mr. Foley served as Managing Director of Forensic Investigative Associates
in New York, New York. Age 62





33











| | ITEM 1A. | RISK FACTORS.
| | -------- | -------------





Risks Related to our Business



Commercial real estate loans and commercial business loans
have a higher risk of loss than residential mortgage loans and consumer loans.



At December 31, 2013, $148.6 million, or
40.1%, of our loan portfolio consisted of commercial real estate and commercial business loans, a decrease of 10.7% from $166.5
million at December 31, 2012. Commercial real estate and commercial business loans have a higher risk of default and loss
than owner-occupied single-family residential mortgage loans because repayment of the loans often depends on the successful operation
of the property and the income stream of the borrower. Such loans also typically involve larger loan balances to single borrowers
or groups of related borrowers than single-family residential loans. Also, many of our commercial borrowers have more than one
loan outstanding with us. Consequently, an adverse development with respect to one loan or one credit relationship can expose us
to a significantly greater risk of loss compared to an adverse development with respect to a residential mortgage loan.



Our nonperforming assets may grow significantly and expose
us to increased risk of loss, which may negatively affect our earnings.



Despite the decrease in our nonperforming
assets of $11.2 million, or 42.3%, during the year ended December 31, 2013, we still had nonperforming assets of $15.2 million,
or 3.13% of total assets at December 31, 2013. Our nonperforming assets adversely affect our net income in various ways. We do
not record interest income on non-accrual loans or investments or on real estate owned. We must reserve for probable losses, which
are established through a current period charge to income in the provision for loan losses, and from time to time, write down the
value of properties in our other real estate owned portfolio to reflect changing market values. Additionally, there are legal fees
associated with the resolution of problem assets as well as carrying costs such as taxes, insurance and maintenance related to
our other real estate owned. Further, the resolution of nonperforming assets requires the active involvement of management, which
can distract us from the overall supervision of operations and other income-producing activities of Naugatuck Valley Savings and
Loan. Finally, if our estimate of the allowance for loan losses is inadequate, we will have to increase the allowance accordingly.
At December 31, 2013, our allowance for loan losses amounted to $9.9 million, or 2.67% of total loans outstanding and 73.9% of
nonperforming loans.



The current economic conditions pose
significant challenges that could adversely affect our financial condition and results of operations.



Our success depends
to a large degree on the general economic conditions in the Greater Naugatuck Valley region of Connecticut. Our market may experience
a significant downturn in which we would see falling home prices, rising foreclosures and an increased level of commercial and
consumer delinquencies. Although economic conditions have slightly improved, if economic conditions in our market area do not continue
to improve or we experience another downturn, we could experience reduced demand for our products and services, increased problem
assets and foreclosures and increased loan losses, each of which could further adversely affect our business.



We could experience
further adverse consequences in the event of another economic downturn in our market due to our exposure to commercial loans across
various lines of business. Another economic downturn could adversely affect collateral values or cash flows of the borrowing businesses,
and as a result our primary source of repayment could be insufficient to service the debt. Another adverse consequence in the event
of another economic downturn in our market could be the loss of collateral value on commercial and real estate loans that are secured
by real estate located in our market area. If real estate values in our market remain below their pre-recession levels or decline
again, the collateral for many of our loans would provide less security. As a result, we would be more likely to suffer losses on
defaulted loans because our ability to fully recover on defaulted loans by selling the real estate collateral would be diminished.



Future economic conditions
in our market will depend on factors outside of our control such as political and market conditions, broad trends in industry and
finance, legislative and regulatory changes, changes in government, military and fiscal policies and inflation.





34







Our strategy of controlling commercial loan growth may have
a negative effect on our earnings.



At December 31, 2013, our construction loan
portfolio, commercial real estate portfolio and commercial business loan portfolio amounted to 8.8%, 192.9% and 39.9%, respectively,
of our total regulatory capital (Tier 1 capital plus ALLL) at that date. These percentages are within the limits of the loan concentration
policy that we have established for these types of higher risk loans. See “Item 1. Business – Lending Activities
– General” for further information regarding the policy limits. We intend to maintain our construction loan portfolio.
However, we intend to grow our commercial real estate loan and commercial business loan portfolios, as a percentage of total regulatory
capital. Our regulators may instruct or advise us to reduce these concentration levels if they deem it warranted. Commercial loans
generally have higher yields than residential mortgage loans because they are considered to have a higher risk of loss. Our controlled
growth strategy, or any change in strategy that makes it more stringent, may have a negative effect on our earnings.



The nature of our commercial and construction loan portfolio
may expose us to increased lending risks.



Our recently originated commercial real estate and commercial
business loans are unseasoned. Our limited experience with these loans does not provide us with a significant payment history pattern
with which to judge future collectability. As a result, it may be difficult to predict the future performance of this part of our
loan portfolio. These loans may have delinquency or charge-off levels above our expectations, which could negatively affect our
future performance. Further, these types of loans generally have larger balances and involve a greater risk than one-to-four family
residential mortgage loans. Accordingly, if we make any errors in judgment in the collectability of our commercial or construction
loans, any resulting charge-offs may be larger on a per loan basis than those incurred historically with our residential mortgage
loan or consumer loan portfolios.



Higher loan losses could require us to increase our allowance
for loan losses, which may negatively impact our earnings.



When we loan money we incur the risk that
our borrowers will not repay their loans. We reserve for loan losses by establishing an allowance through a charge to earnings.
The amount of this allowance is based on our assessment of loan losses inherent in our loan portfolio. The process for determining
the amount of the allowance is critical to our financial results and condition. It requires subjective and complex judgments about
the future, including forecasts of economic or market conditions that might impair the ability of our borrowers to repay their
loans. We might underestimate the loan losses inherent in our loan portfolio and have loan losses in excess of the amount reserved.
We might increase the allowance because of changing economic conditions. For example, in a rising interest rate environment, borrowers
with adjustable-rate loans could see their payments increase. There may be a significant increase in the number of borrowers who
are unable or unwilling to repay their loans, resulting in our charging off more loans and increasing our allowance. In addition,
when real estate values decline, the potential severity of loss on a real estate-secured loan can increase significantly, especially
in the case of loans with high combined loan-to-value ratios. The recent decline in the national economy and the local economies
of the areas in which our loans are concentrated could result in an increase in loan delinquencies, foreclosures or repossessions
resulting in increased charge-off amounts and the need for additional loan loss provisions in future periods. In addition, our
determination as to the amount of our allowance for loan losses is subject to review by our primary regulator, the Office of the
Comptroller of the Currency, as part of its examination process, which may result in the establishment of an additional allowance
based upon the judgment of the Office of the Comptroller of the Currency after a review of the information available at the time
of its examination. Our allowance for loan losses amounted to 2.67% of total loans outstanding and 73.9% of nonperforming loans
at December 31, 2013. Our allowance for loan losses at December 31, 2013, may not be sufficient to cover future loan losses. A
large loss could deplete the allowance and require increased provisions to replenish the allowance, which would negatively affect
earnings.





35







Our emphasis on residential mortgage and commercial real
estate loans exposes us to a risk of loss due to a decline in property values.



At December 31, 2013, $187.0 million, or
50.5%, of our loan portfolio consisted of one-to-four family residential mortgage loans, $27.0 million, or 7.3%, of our loan portfolio
consisted of home equity loans and $123.1 million, or 33.2% of our loan portfolio consisted of commercial real estate loans. We
originate home equity lines of credit with maximum combined loan-to-value ratios of up to 75%. Declines in the housing market and
the increase in vacancy rates in the commercial real estate market during the past five years resulted in declines in real estate
values in our market area. Despite the recent stabilization of these values, future declines in real estate values could cause
some of our mortgage, home equity and commercial real estate loans to be inadequately collateralized which would expose us to a
greater risk of loss in the event that we seek to recover on defaulted loans by selling the real estate collateral.



Concentration of loans in our primary market area may increase
risk.



Our success depends primarily on the general
economic conditions in the State of Connecticut, as nearly all of our loans are to customers in this market, particularly our local
greater Naugatuck Valley market area. Accordingly, any weakness in the economy in Connecticut could have a significant impact on
the ability of our borrowers to repay loans. As such, a decline in real estate valuations in this market would lower the value
of the collateral securing those loans. In addition, a significant weakening in general economic conditions such as inflation,
recession, unemployment, or other factors beyond our control could negatively affect our financial results.



Income from secondary mortgage market operations is volatile,
and we may incur losses or charges with respect to our secondary mortgage market operations which would negatively affect our earnings.



We generally sell in the secondary market
the fixed-rate residential mortgage loans that we originate, earning non-interest income in the form of gains on sale. When interest
rates rise, the demand for mortgage loans tends to fall and may reduce the number of loans available for sale. When interest rates
fall, the demand for fixed-rate mortgage loans also tends to fall and may reduce the number of loans available for sale. In addition
to interest rate levels, weak or deteriorating economic conditions also tend to reduce loan demand. Although we sell loans in the
secondary market without recourse, we are required to give customary representations and warranties to the buyers. If we breach
those representations and warranties, the buyers can require us to repurchase the loans and we may incur a loss on the repurchase.
Because we generally retain the servicing rights on the loans we sell in the secondary market, we are required to record a mortgage
servicing right asset, which we test quarterly for impairment. The value of mortgage servicing rights tend to increase with rising
interest rates and to decrease with falling interest rates. If we are required to take an impairment charge that would adversely
impact our earnings.



Naugatuck Valley Savings is required to comply with the terms
of the formal written agreement entered into with the Office of the Comptroller of the Currency and lack of compliance could result
in monetary penalties and/or additional regulatory actions.



Naugatuck Valley Savings entered into a
formal written agreement with the Office of the Comptroller of the Currency on January 17, 2012. See “Business –
General – Formal Regulatory Agreement” for further information. The formal written agreement and each of its provisions
will remain in effect unless and until the provisions are amended in writing by mutual consent of Naugatuck Valley Savings and
the Office of the Comptroller of the Currency or accepted, waived, or terminated in writing by the Office of the Comptroller of
the Currency.



The Office of the Comptroller of the
Currency, also imposed IMCRs on the Bank effective June 4, 2013. The IMCRs require the Bank to maintain a Tier 1 leverage
capital to adjusted total assets ratio of at least 9.00% and a total risk-based capital to risk-weighted assets ratio of at
least 13.00%. Before the establishment of the IMCRs, the Bank had been operating under these capital parameters by
self-imposing these capital levels as part of the capital plan the Bank was required to implement under the terms of the
previously disclosed January 2012 formal written agreement between the Bank and the OCC. The Bank exceeded the IMCRs at
December 31, 2013 with a Tier 1 leverage ratio of 11.04% and a total risk-based capital ratio of 18.01%.



If we fail to comply with the formal written
agreement or meet the IMCRs, the Office of the Comptroller of the Currency may pursue the assessment of civil money penalties against
Naugatuck Valley Savings and its officers and directors and may seek to enforce the terms of the formal written agreement through
court proceedings.





36







New capital rules that were recently issued generally require
insured depository institutions and their holding companies to hold more capital. The impact of the new rules on our financial
condition and operations is uncertain but could be materially adverse.



In July 2013, the Federal Reserve and the
OCC adopted a final rule for the Basel III capital framework. These rules substantially amend the regulatory risk-based capital
rules applicable to us. The rules phase in over time beginning in 2015 and will become fully effective in 2019. The rules apply
to the Company as well as to the Bank. Beginning in 2015, our minimum capital requirements will be (i) a common Tier 1 equity ratio
of 4.5%, (ii) a Tier 1 capital (common Tier 1 capital plus additional Tier 1 capital) of 6% (up from 4%) and (iii) a total capital
ratio of 8% (the current requirement). Our leverage ratio requirement will remain at the 4% level now required. Beginning in 2016,
a capital conservation buffer will phase in over three years, ultimately resulting in a requirement of 2.5% on top of the common
Tier 1, Tier 1 and total capital requirements, resulting in a require common Tier 1 equity ratio of 7%, a Tier 1 ratio of 8.5%,
and a total capital ratio of 10.5%. Failure to satisfy any of these three capital requirements will result in limits on paying
dividends, engaging in share repurchases and paying discretionary bonuses. These limitations will establish a maximum percentage
of eligible retained income that could be utilized for such actions.



The Dodd – Frank Act, among other things, created a
new regulatory agency, tightened capital standards and will continue to result in new laws and regulations that are expected to
increase our costs of operations.



The Dodd-Frank Act, enacted in 2010, has
significantly changed the bank regulatory structure and has affected the lending, deposit, investment and operating activities
of financial institutions and their holding companies. The Dodd-Frank Act requires various federal agencies to adopt a broad range
of new rules and regulations, and to prepare numerous studies and reports for Congress. The federal agencies are given significant
discretion in drafting the implementing rules and regulations, and consequently, many of the details and much of the impact of
the Dodd-Frank Act may not be known for many months or years. However, it is expected that the legislation and implementing regulations
may materially increase our operating and compliance costs. Under the Dodd-Frank Act, the Office of Thrift Supervision, which previously
regulated Naugatuck Valley Savings, was merged into the Office of the Comptroller of the Currency, which until then only regulated
national banks. As a result of the Dodd-Frank Act, savings and loan holding companies, including Naugatuck Valley Financial, are
now regulated by the Board of Governors of the Federal Reserve System. The Dodd-Frank Act also created a new federal agency, Consumer
Financial Protection Bureau (“CFPB”) to administer consumer protection and fair lending laws, a function that was formerly
performed by the depository institution regulators. The federal preemption of state laws previously accorded federally chartered
depository institutions has been reduced, and State Attorneys General now have greater authority to bring a suit against a federally
chartered institution, such as Naugatuck Valley Savings, for violations of certain state and federal consumer protection laws.
The Dodd-Frank Act also will impose consolidated capital requirements on savings and loan holding companies by July 2015, which
will limit our ability to borrow at the holding company level and invest the proceeds from such borrowings as capital in Naugatuck
Valley Savings that could be leveraged to support additional growth. The Dodd-Frank Act contains various other provisions designed
to enhance the regulation of depository institutions and prevent the recurrence of a financial crisis such as occurred in 2008-2009.
The full impact of the Dodd-Frank Act on our business and operations will not be known for years until regulations implementing
the statute are written and adopted. The Dodd-Frank Act may have a material impact on our operations, particularly through increased
regulatory burden and compliance costs.



In addition to the enactment of the Dodd-Frank
Act, the federal regulatory agencies have taken stronger supervisory actions against financial institutions that have experienced
increased loan losses and other weaknesses as a result of the recent economic crisis. The actions include the entering into of
written agreements and cease and desist orders that place certain limitations on their operations. Federal bank regulators recently
have also been using with more frequency their ability to impose individual minimal capital requirements on banks, which requirements
may be higher than those imposed under the Dodd-Frank Act or which would otherwise qualify the Bank as being “well capitalized”
under the FDIC’s prompt corrective action regulations. Given the Bank’s formal agreement with the OCC and our higher
individual capital requirements, such action has, and will continue to have, a negative impact on the Company’s ability to
execute its business plans, as well as the ability to grow, pay dividends or engage in mergers and acquisitions and may result
in restrictions in the Company’s future operations.





37







Changes in interest rates could reduce our net interest income
and earnings.



Our net interest income is the interest
we earn on loans and investments less the interest we pay on our deposits and borrowings. Our net interest spread is the difference
between the yield we earn on our assets and the interest rate we pay for deposits and our other sources of funding. Changes in
interest rates—up or down—could adversely affect our net interest spread and, as a result, our net interest income
and net interest margin. Although the yield we earn on our assets and our funding costs tend to move in the same direction in response
to changes in interest rates, one can rise or fall faster than the other, causing our net interest margin to expand or contract.
Our liabilities tend to be shorter in duration than our assets, so they may adjust faster in response to changes in interest rates.
As a result, when interest rates rise, our funding costs may rise faster than the yield we earn on our assets, causing our net
interest margin to contract. This contraction could be more severe following a prolonged period of lower interest rates, as a larger
proportion of our fixed rate residential loan portfolio will have been originated at those lower rates and borrowers may be more
reluctant or unable to sell their homes in a higher interest rate environment. Changes in the slope of the “yield curve”
—or the spread between short-term and long-term interest rates—could also reduce our net interest margin. Normally,
the yield curve is upward sloping, meaning short-term rates are lower than long-term rates. Because our liabilities tend to be
shorter in duration than our assets, when the yield curve flattens or even inverts, we could experience pressure on our net interest
margin as our cost of funds increases relative to the yield we can earn on our assets.



If we conclude that the decline in value of any of our investment
securities is other than temporary, we are required to write down the value of that security.



Companies are required to record other-than-temporary
impairment if they have the intent to sell, or will more likely than not be required to sell, an impaired debt security before
recovery of its amortized cost basis. In addition, companies are required to record other-than-temporary impairment for the amount
of credit losses, regardless of the intent or requirement to sell. We evaluate investments that have a fair value less than book
value for other-than-temporary impairment on a quarterly basis. Changes in the expected cash flows, credit enhancement levels or
credit ratings of investment securities and/or prolonged price declines may result in our concluding in future periods that the
impairment of these securities is other-than temporary, which would require a charge to earnings to write down the value of these
securities. Any charges for other-than-temporary impairment would not impact cash flow, tangible capital or liquidity.



Strong competition within our market area could reduce our
profits and slow growth.



We face intense competition both in making
loans and attracting deposits. This competition has made it more difficult for us to make new loans and at times has forced us
to offer higher deposit rates. Price competition for loans and deposits might result in us earning less on our loans and paying
more on our deposits, which would reduce net interest income. Competition also makes it more difficult to grow loans and deposits.
As of June 30, 2013, which is the most recent date for which information is available, we held less than 2% of the deposits
in each of the counties in which our offices are located. Several of the institutions with which we compete have substantially
greater resources and lending limits than we have and may offer services that we do not provide. We expect competition to increase
in the future as a result of legislative, regulatory and technological changes and the continuing trend of consolidation in the
financial services industry. Our profitability depends upon our continued ability to compete successfully in our market area.



Our size makes it more difficult for
us to compete.



Our asset size makes it more difficult
to compete with other financial institutions which are generally larger and can more easily afford to invest in the marketing and
technologies needed to attract and retain customers. Because our principal source of income is the net interest income we earn
on our loans and investments after deducting interest paid on deposits and other sources of funds, our ability to generate the
revenues needed to cover our expenses and finance such investments is limited by the size of our loan and investment portfolios.
Accordingly, we are not always able to offer new products and services as quickly as our competitors. Our lower earnings also make
it more difficult to offer competitive salaries and benefits. Finally, as a smaller institution, we are disproportionately affected
by the continually increasing costs of compliance with new banking and other regulations.





38











We operate in a highly regulated environment and we may be
adversely affected by changes in laws and regulations.



We are subject to extensive regulation,
supervision and examination by the Office of the Comptroller of the Currency, our primary federal regulator, and by the Federal
Deposit Insurance Corporation, as insurer of our deposits. Such regulation and supervision governs the activities in which an institution
and its holding company may engage and are intended primarily for the protection of the insurance fund and the depositors and borrowers
of Naugatuck Valley Savings rather than for holders of our common stock. Regulatory authorities have extensive discretion in their
supervisory and enforcement activities, including the imposition of restrictions on our operations, the classification of our assets
and determination of the level of our allowance for loan losses. Any change in such regulation and oversight, whether in the form
of regulatory policy, regulations, legislation or supervisory action, may have a material impact on our operations.



We are dependent on our information technology and telecommunications
systems and third-party servicers, and systems failures, interruptions or breaches of security could have a material adverse effect
on us.



Our business is dependent on the successful
and uninterrupted functioning of our information technology and telecommunications systems and third-party servicers. The failure
of these systems, or the termination of a third-party software license or service agreement on which any of these systems is based,
could interrupt our operations. Because our information technology and telecommunications systems interface with and depend on
third-party systems, we could experience service denials if demand for such services exceeds capacity or such third-party systems
fail or experience interruptions. If significant, sustained or repeated, a system failure or service denial could compromise our
ability to operate effectively, damage our reputation, result in a loss of customer business, and/or subject us to additional regulatory
scrutiny and possible financial liability, any of which could have a material adverse effect on us.



In addition, we provide our customers with
the ability to bank remotely, including over the Internet, via mobile devices and over the telephone. The secure transmission of
confidential information over the Internet and other remote channels is a critical element of remote banking. Our network could
be vulnerable to unauthorized access, computer viruses, phishing schemes and other security breaches. We may be required to spend
significant capital and other resources to protect against the threat of security breaches and computer viruses, or to alleviate
problems caused by security breaches or viruses. To the extent that our activities or the activities of our customers involve the
storage and transmission of confidential information, security breaches and viruses could expose us to claims, regulatory scrutiny,
litigation and other possible liabilities. Any inability to prevent security breaches or computer viruses could also cause existing
customers to lose confidence in our systems and could materially and adversely affect us.



Additionally, financial products and services
have become increasingly technology-driven. Our ability to meet the needs of our customers competitively, and in a cost-efficient
manner, is dependent on the ability to keep pace with technological advances and to invest in new technology as it becomes available.
Many of our competitors have greater resources to invest in technology than we do and may be better equipped to market new technology-driven
products and services. The ability to keep pace with technological change is important, and the failure to do so could have a material
adverse impact on our business and therefore on our financial condition and results of operations.





39







We face a risk of noncompliance and enforcement action with
the Bank Secrecy Act and other anti-money laundering statutes and regulations.



The federal Bank Secrecy Act, the Uniting
and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the "PATRIOT
Act") and other laws and regulations require financial institutions, among other duties, to institute and maintain effective
anti-money laundering programs and file suspicious activity and currency transaction reports as appropriate. The federal Financial
Crimes Enforcement Network, established by the U.S. Treasury Department to administer the Bank Secrecy Act, is authorized to impose
significant civil money penalties for violations of those requirements and has recently engaged in coordinated enforcement efforts
with the individual federal banking regulators, as well as the U.S. Department of Justice, Drug Enforcement Administration and
Internal Revenue Service. Federal and state bank regulators also have begun to focus on compliance with Bank Secrecy Act and anti-money
laundering regulations. If our policies, procedures and systems are deemed deficient or the policies, procedures and systems of
the financial institutions that we may acquire in the future are deficient, we would be subject to liability, including fines and
regulatory actions such as restrictions on our ability to pay dividends and the necessity to obtain regulatory approvals to proceed
with certain aspects of our business plan, including our acquisition plans, which would negatively impact our business, financial
condition and results of operations. Failure to maintain and implement adequate programs to combat money laundering and terrorist
financing could also have serious reputational consequences for us.



We are subject to a variety of operational risks, environmental,
legal and compliance risks, and the risk of fraud or theft by employees or outsiders, which may adversely affect our business and
results of operations.



We are exposed to many types of operational
risks, including reputational risk, legal and compliance risk, the risk of fraud or theft by employees or outsiders, and unauthorized
transactions by employees or operational errors, including clerical or record-keeping errors or those resulting from faulty or
disabled computer or telecommunications systems. Negative public opinion can result from our actual or alleged conduct in any number
of activities, including lending practices, corporate governance and acquisitions and from actions taken by government regulators
and community organizations in response to those activities. Negative public opinion can adversely affect our ability to attract
and keep customers and can expose us to litigation and regulatory action. Actual or alleged conduct by the Bank can also result
in negative public opinion about our other businesses.



If personal, non-public, confidential or
proprietary information of customers in our possession were to be misappropriated, mishandled or misused, we could suffer significant
regulatory consequences, reputational damage and financial loss. Such mishandling or misuse could include, for example, erroneously
providing such information to parties who are not permitted to have the information, either by fault of our systems, employees,
or counterparties, or the interception or inappropriate acquisition of such information by third parties.



Because the nature of the financial services
business involves a high volume of transactions, certain errors may be repeated or compounded before they are discovered and successfully
rectified. Our necessary dependence upon automated systems to record and process transactions and our large transaction volume
may further increase the risk that technical flaws or employee tampering or manipulation of those systems will result in losses
that are difficult to detect. We also may be subject to disruptions of our operating systems arising from events that are wholly
or partially beyond our control (for example, computer viruses or electrical or telecommunications outages, or natural disasters,
disease pandemics or other damage to property or physical assets) which may give rise to disruption of service to customers and
to financial loss or liability. We are further exposed to the risk that our external vendors may be unable to fulfill their contractual
obligations (or will be subject to the same risk of fraud or operational errors by their respective employees as we are) and to
the risk that our (or our vendors’) business continuity and data security systems prove to be inadequate. The occurrence
of any of these risks could result in our diminished ability to operate our business (for example, by requiring us to expend significant
resources to correct the defect), as well as potential liability to clients, reputational damage and regulatory intervention, which
could adversely affect our business, financial condition or results of operations, perhaps materially.



| | ITEM 1B. | UNRESOLVED STAFF COMMENTS.
| | -------- | --------------------------



None.





40







| | ITEM 2. | PROPERTIES.
| | ------- | -----------



We conduct our business through our main
office and branch offices. The following table sets forth certain information relating to these facilities as of December 31, 2013.



|Location                                            |  | Year Opened/ Acquired |  |  |  | Square Footage |        |  | Owned/ Leased |        | Date of Lease Expiration | 
|--------------------------------------------------- |  | --------------------- |  |  |  | -------------- | ------ |  | ------------- | ------ | ------------------------ | 
|                                                    |  |                       |  |  |  |                |        |  |               |        |                          | 
|Main Office:                                        |  |                       |  |  |  |                |        |  |               |        |                          | 
|333 Church Street Naugatuck, CT 06770               |  | 1996                  |  |  |  |                | 28,216 |  |               | Owned  |                          | 
|Branches:                                           |  |                       |  |  |  |                |        |  |               |        |                          | 
|1009 New Haven Road Naugatuck, CT 06770             |  | 2001                  |  |  |  |                | 7,352  |  |               | Owned  |                          | 
|                                                    |  |                       |  |  |  |                |        |  |               |        |                          | 
|127 South Main Street Beacon Falls, CT 06403        |  | 1997                  |  |  |  |                | 1,136  |  |               | Owned  |                          | 
|                                                    |  |                       |  |  |  |                |        |  |               |        |                          | 
|49 Pershing Drive Derby, CT 06418                   |  | 2003                  |  |  |  |                | 1,950  |  |               | Leased |                          | 
|                                                    |  |                       |  |  |  |                |        |  |               |        |                          | 
|249 West Street (2) Seymour, CT 06483               |  | 2002                  |  |  |  |                | 10,044 |  |               | Owned  |                          | 
|                                                    |  |                       |  |  |  |                |        |  |               |        |                          | 
|504 Bridgeport Avenue Shelton, CT 06484             |  | 2004                  |  |  |  |                | 3,500  |  |               | Leased |                          | 
|                                                    |  |                       |  |  |  |                |        |  |               |        |                          | 
|1699 Highland Avenue, Cheshire, CT 06410            |  | 2006                  |  |  |  |                | 2,925  |  |               | Leased |                          | 
|                                                    |  |                       |  |  |  |                |        |  |               |        |                          | 
|450 Heritage Road, Suite 3C (5) Southbury, CT 06488 |  | 2008                  |  |  |  |                | 3,000  |  |               | Leased |                          | 
|                                                    |  |                       |  |  |  |                |        |  |               |        |                          | 
|1570 Southford Road (6) Southbury, CT 06488         |  | 2006                  |  |  |  |                | 4,600  |  |               | Owned  |                          | 
|                                                    |  |                       |  |  |  |                |        |  |               |        |                          | 
|1030 Hamilton Avenue Waterbury, CT 06706            |  | 2006                  |  |  |  |                | 1,239  |  |               | Leased |                          | 
|                                                    |  |                       |  |  |  |                |        |  |               |        |                          | 
|Other Properties:                                   |  |                       |  |  |  |                |        |  |               |        |                          | 
|                                                    |  |                       |  |  |  |                |        |  |               |        |                          | 
|1007 New Haven Road Naugatuck, CT 06770             |  | 1974                  |  |  |  |                | 1,799  |  |               | Leased |                          | 
|                                                    |  |                       |  |  |  |                |        |  |               |        |                          | 
|135 South Main Street (9) Beacon Falls, CT 06403    |  | 2003                  |  |  |  |                | —      |  |               | Owned  |                          | 
|                                                    |  |                       |  |  |  |                |        |  |               |        |                          | 
|98 Mill Plain Road (10) Danbury, CT 06811           |  | 2013                  |  |  |  |                | 1,003  |  |               | Leased |                          | 



| | (1) | We have an option to renew this lease for two additional five-year periods.
| | --- | ---------------------------------------------------------------------------

| | (2) | Our branch occupies 3,680 square feet of this building and 1,829 square feet is utilized as a training facility for
                                                             Naugatuck Valley Savings. The building also includes 4,535 square feet of rentable space which is currently in lease renegotiation. The
                                                             subtenant has an option to renew this lease for two additional five-year periods.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | We have an option to renew this lease for six additional five-year periods.
| | --- | ---------------------------------------------------------------------------

| | (4) | We have an option to renew this lease for two additional five-year periods.
| | --- | ---------------------------------------------------------------------------

| | (5) | We have an option to renew this lease for two additional five-year periods.
| | --- | ---------------------------------------------------------------------------





41







| | (6) | This branch occupies 3,160 square feet of this building. The building also includes 1,440 square feet of space that is utilized
as office space to house our secondary market operations.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (7) | We have an option to renew this lease for three additional five-year periods.
| | --- | -----------------------------------------------------------------------------

| | (8) | Former branch site. This property has been sublet under a sublease that expires in 2015. The subtenant has option to renew
this lease for two additional three-year periods.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (9) | This property is designated for future parking, additional access and possible future expansions of our Beacon Falls branch.
| | --- | ----------------------------------------------------------------------------------------------------------------------------

| | (10) | This property houses a mortgage origination office. We have an option to renew this lease for one additional one-year
                                                              term.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



All of our properties, including land, buildings
and improvements, furniture, equipment and vehicles, had a net book value at December 31, 2013 of $9.4 million. See further
information presented in Note 7 to the Consolidated Financial Statements, which are presented in Item 8 in this Form 10-K.



In March 2014, the Company has notified the
regulatory agencies that it intends to close its branch at the Heritage Village location in Southbury, CT. The Company will
service its Heritage Village customers at its other Southbury branch location. The leased space at Heritage Village is
intended to be utilized for wealth management and mortgage loan organization activities.



| | ITEM 3. | LEGAL PROCEEDINGS.
| | ------- | ------------------



On November 8, 2012, John Roman, then
a director of Naugatuck Valley Financial and Naugatuck Valley Savings and the former President and Chief Executive Officer
of Naugatuck Valley Financial and Naugatuck Valley Savings, filed a complaint and an application for an injunction
in Connecticut state court. Mr. Roman named Naugatuck Valley Financial, Naugatuck Valley Savings, and all of the other
then existing directors of each entity as defendants. The complaint requested that the court enter temporary and
permanent injunctions to prevent his removal as a director of Naugatuck Valley Savings. The complaint alleged that cause did
not exist to remove Mr. Roman as required under the Bylaws, and that the removal vote was in retribution for his threatened
legal action against Naugatuck Valley Savings based on his resignation as President and Chief Executive Officer. Subsequent
to his removal as a director of Naugatuck Valley Savings on November 30, 2012, Mr. Roman modified his requested injunction,
asking that the court reinstate him as a director of Naugatuck Valley Savings. A hearing on Mr. Roman’s request for
a temporary injunction was held on February 26-27, 2013. By court order dated March 20, 2013, the court denied
Mr. Roman’s request for a temporary injunction, finding that Mr. Roman was not “likely to prevail on
the merits” and that there was not a “substantial probability” that any harm would result if his
requested injunction was not granted. Effective May 16, 2013, Mr. Roman resigned as a director of Naugatuck Valley Financial.
On May 28, 2013, the Board of Directors accepted Mr. Roman’s resignation.



On June 17, 2013, Mr. Roman filed a request
to amend his complaint, which was granted on July 16, 2013. The amended complaint dropped certain claims, including his request
for injunctive relief, and added claims arising from his resignation as President and Chief Executive Officer of Naugatuck Valley
Financial and Naugatuck Valley Savings, including claims for breach of his employment agreement, breach of the duty of good faith
and fair dealing underlying that employment agreement, negligent infliction of emotional distress, and for indemnification
for enforcement of his employment agreement. Mr. Roman requested unspecified damages as well as recovery of attorneys’ fees.



On February 20, 2014, the court entered
a scheduling order providing a period for completion of discovery and the filing of dispositive motions. A trial date has been
set for March 3, 2015.



Naugatuck Valley Financial and Naugatuck
Valley Savings are also subject to claims and litigation that arise primarily in the ordinary course of business. Based on information
presently available and advice received from legal counsel representing Naugatuck Valley Financial and Naugatuck Valley Savings
in connection with such claims and litigation, it is the opinion of management that the disposition or ultimate determination of
such claims and litigation will not have a material adverse effect on the consolidated financial position, results of operations
or liquidity of Naugatuck Valley Financial.





| | ITEM 4. | MINE SAFETY DISCLOSURES.
| | ------- | ------------------------



Not applicable.



42









PART II



| | ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
| | ------- | -------------------------------------------------------------------------------------------------------------



Naugatuck Valley Financial’s common
stock is listed on the Nasdaq Global Market under the trading symbol “NVSL.” The following table sets forth the high
and low sales prices of the common stock, as reported on the Nasdaq Global Market, and the dividend declared, if any, by Naugatuck
Valley Financial during each quarter of 2013 and 2012.



|                               |  | High |      |  | Low |   |      | Dividends | 
|------------------------------ |  | ---- | ---- |  | --- | - | ---- | --------- | 
|                               |  |      |      |  |     |   |      |           | 
|Year Ending December 31, 2013: |  |      |      |  |     |   |      |           | 
|Fourth Quarter                 |  | $    | 7.55 |  |     | $ | 7.00 |           | 
|Third Quarter                  |  |      | 7.94 |  |     |   | 7.01 |           | 
|Second Quarter                 |  |      | 7.50 |  |     |   | 6.96 |           | 
|First Quarter                  |  |      | 7.28 |  |     |   | 6.61 |           | 
|                               |  |      |      |  |     |   |      |           | 
|Year Ended December 31, 2012:  |  |      |      |  |     |   |      |           | 
|Fourth Quarter                 |  | $    | 7.51 |  |     | $ | 6.52 |           | 
|Third Quarter                  |  |      | 7.66 |  |     |   | 6.57 |           | 
|Second Quarter                 |  |      | 7.79 |  |     |   | 6.95 |           | 
|First Quarter                  |  |      | 7.29 |  |     |   | 6.83 |           | 



At March 22, 2014, there were 741 holders
of record of Naugatuck Valley Financial common stock.



For a discussion of restrictions on the
payment of cash dividends by Naugatuck Valley Financial, see “Business—Regulation and Supervision—Regulation
of Federal Savings Institutions—Limitation on Capital Distributions” in this Annual Report on Form 10-K and note
2to the Consolidated Financial Statements included in this Annual Report on Form 10-K.



Naugatuck Valley Financial did not repurchase
any stock during the year ended December 31, 2013.



Stock Performance Graph



The chart shown below depicts total return
to stockholders during the period beginning December 31, 2008 and ending December 31, 2013. Total return includes appreciation
or depreciation in market value of the Company’s common stock as well as any cash dividends paid to common stockholders.
Indicies shown below, for comparison purposes only, are the Total Return Index for the NASDAQ Stock Market (U.S. Companies), which
is a nationally recognized index of stock performance for publicly traded companies and the NASDAQ Bank Index, which is an index
that contains securities of NASDAQ- listed companies according to the Industry Classification Benchmark as banks. The chart assumes
that the value of the investment in Naugatuck Valley Financial’s common stock and each of the three indicies was $100 on
December 31, 2008, and that all dividends were reinvested in Naugatuck Valley Financial common stock.





43













|                                       |  | Year Ended December 31, |       
|-------------------------------------- |  | ----------------------- | ------
|Index                                  |  | 2008                    |       
|Naugatuck Valley Financial Corporation |  | $                       | 100.00
|NASDAQ Composite                       |  | $                       | 100.00
|NASDAQ Bank Index                      |  | $                       | 100.00





44







| | ITEM 6. | SELECTED FINANCIAL DATA.
| | ------- | ------------------------



The following table sets forth certain information
concerning our consolidated financial position and results of operations at and for the dates indicated and have been derived from
our audited Consolidated Financial Statements. The information below is qualified in its entirety by the detailed information included
elsewhere herein and should be read along with “Item 7.Management’s Discussion and Analysis of Financial
Condition and Results of Operations”, and “Item 8. Financial Statements and Supplementary Data.”



|                                   |  | At December 31, |        
|---------------------------------- |  | --------------- | -------
|(In thousands)                     |  | 2013            |        
|                                   |  |                 |        
|Selected Financial Condition Data: |  |                 |        
|Total assets                       |  | $               | 486,597
|Securities held-to-maturity        |  |                 | 18,149 
|Securities available-for-sale      |  |                 | 49,771 
|Loans receivable, net              |  |                 | 360,568
|Cash and cash equivalents          |  |                 | 26,374 
|Deposits                           |  |                 | 390,847
|Borrowed funds                     |  |                 | 29,466 
|Total stockholders’ equity         |  |                 | 58,234 





|                                                    |  | Year Ended December 31, |       
|--------------------------------------------------- |  | ----------------------- | ------
|(In thousands, except per share data)               |  | 2013                    |       
|                                                    |  |                         |       
|Selected Operating Data:                            |  |                         |       
|Interest and dividend income                        |  | $                       | 20,260
|Interest expense                                    |  |                         | 3,678 
|                                                    |  |                         |       
|Net interest income                                 |  |                         | 16,582
|Provision for loan losses                           |  |                         | 4,150 
|                                                    |  |                         |       
|Net interest income after provision for loan losses |  |                         | 12,432
|Noninterest income                                  |  |                         | 1,365 
|Noninterest expense                                 |  |                         | 22,266
|                                                    |  |                         |       
|Income (loss) before tax provision (benefit)        |  |                         | (8,469
|Income tax provision (benefit)                      |  |                         | 370   
|                                                    |  |                         |       
|Net income (loss)                                   |  | $                       | (8,839
|                                                    |  |                         |       
|Earnings (loss) per share, basic and diluted        |  | $                       | (1.33 
|                                                    |  |                         |       
|Dividends per share                                 |  | $                       | -     







45









|                                                                            |  | At or For the Year Ended December 31, |       
|--------------------------------------------------------------------------- |  | ------------------------------------- | ------
|                                                                            |  | 2013                                  |       
|                                                                            |  |                                       |       
|Performance Ratios:                                                         |  |                                       |       
|Return (loss) on average assets                                             |  |                                       | (1.74 
|Return (loss) on average equity                                             |  |                                       | (13.89
|Interest rate spread (1)                                                    |  |                                       | 3.32  
|Net interest margin (2)                                                     |  |                                       | 3.40  
|Noninterest expense to average assets                                       |  |                                       | 4.37  
|Efficiency ratio (3)                                                        |  |                                       | 123.87
|Dividend payout ratio (4)                                                   |  |                                       | -     
|Book value per common share                                                 |  | $                                     | 8.32  
|Equity to assets ratio                                                      |  |                                       | 11.97 
|                                                                            |  |                                       |       
|Capital Ratios - Bank:                                                      |  |                                       |       
|Total capital to risk-weighted assets                                       |  |                                       | 18.01 
|Tier 1 capital to risk-weighted assets                                      |  |                                       | 16.74 
|Tier 1 capital to adjusted total assets                                     |  |                                       | 11.04 
|                                                                            |  |                                       |       
|Asset Quality Ratios:                                                       |  |                                       |       
|Allowance for loan losses as a percent of total loans                       |  |                                       | 2.67  
|Allowance for loan losses as a percent of nonperforming loans               |  |                                       | 73.91 
|Net charge-offs (recoveries) to average loans outstanding during the period |  |                                       | 2.14  
|Nonperforming loans as a percent of total loans                             |  |                                       | 3.61  
|Nonperforming assets as a percent of total assets                           |  |                                       | 3.13  
|                                                                            |  |                                       |       
|Other Data:                                                                 |  |                                       |       
|Number of:                                                                  |  |                                       |       
|Full service banking offices                                                |  |                                       | 10    



| | (1) | Represents the difference between the weighted average yield on average interest-earning assets and the weighted average cost
of interest-bearing liabilities.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Represents net interest income as a percent of average interest-earning assets.
| | --- | -------------------------------------------------------------------------------

| | (3) | Represents noninterest expense (less intangible amortization) divided by the sum of net interest income and noninterest income.
| | --- | -------------------------------------------------------------------------------------------------------------------------------

| | (4) | Represents dividends declared (excluding waived dividends) divided by net income. The ratio is not meaningful for 2012 due to the net loss for that year.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------





46







| | ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION
| | ------- | ------------------------------------------------------------------------------------



Critical Accounting Policies



The Company’s Consolidated Financial
Statements have been prepared in accordance with accounting principles generally accepted in the United States of America. Companies
may apply certain critical accounting policies requiring management to make subjective or complex judgments, often as a result
of the need to estimate the effect of matters that are inherently uncertain.



The Company considers its most
critical accounting policies to be the allowance for loan losses, other than temporary impairments in the market value of
investments, deferred income taxes and fair value of financial instruments.



Allowance for Loan Losses.
The allowance for loan losses is established through a provision for loan losses charged against earnings. The balance of the allowance
for loan losses is maintained at the amount management believes will be appropriate to absorb known and inherent losses in the
loan portfolio at the balance sheet date. The allowance for loan losses is determined by applying estimated loss factors to the
credit exposure from outstanding loans.



We assess the estimated credit losses inherent in our loan portfolio
by considering a number of elements for each loan segment including:





| | · | historical loss experience in that loan segment;
| | - | ------------------------------------------------

| | · | levels of and trends in delinquencies, non-accrual
and adversely classified loans;
| | - | ----------------------------------------------------------------------------------

| | · | levels and trends in charge-offs and recoveries;
| | - | ------------------------------------------------

| | · | effects of changes in risk grades, underwriting standards,
and other changes in lending policies, procedures and practices;
| | - | ---------------------------------------------------------------------------------------------------------------------------

| | · | experience, ability and depth of lending management
and other relevant staff;
| | - | -----------------------------------------------------------------------------

| | · | national and local economic trends and conditions;
| | - | --------------------------------------------------

| | · | external factors such as competition, legal, and regulatory;
and
| | - | ----------------------------------------------------------------

| | · | effect of changes in credit concentrations.
| | - | -------------------------------------------



As of June 30, 2013, we added
factors to more granularly assess loan quality trends, specifically, the changes and the trend in charge-offs and recoveries,
changes in the volume of Watch and Special Mention loans and the changes in the quality of the Bank’s loan review
system. This analysis establishes factors that are applied to each of the segregated groups of loans to determine an
appropriate level of loan loss allowance.



We calculate an allowance for the collectively evaluated portion
of our loan portfolio based on an appropriate percentage loss factor that is calculated based on the above-noted elements and trends.
We may record specific provisions for each impaired loan after an individual evaluation and analysis of that loan’s credit
and collateral. Our analysis of an allowance combines the assessments made on the collectively evaluated portion of our loan portfolio
with the specific impairment estimates for each impaired loan.



As of June 30, 2013, the Company adopted
significant changes to its ALLL methodology, which are summarized as follows:



| | · | Further disaggregated the commercial real estate loan
segment to increase the granularity of the risks inherent in the loans in the expanded segments;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | A different basis on which historical loss experience
is calculated to determine inherent losses on the collectively evaluated portion of the loan portfolio; and
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Changes in the utilization of qualitative risk adjustment
factors (“Q Factors”) including an increased number of these Q Factors and a change in the calibration and application
of the Q Factors.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Previously, the Company’s historical
loss experience was derived from the net loan charge-offs incurred in the prior four quarters and apportioned against the related
loan portfolio segment to determine an average loss history factor for each segment. Beginning with the June 30, 2013 calculation,
the Company adopted a two year weighted average as the basis for the calculation of its historical loss experience in which the
current year is weighted 56% versus 44% for the prior year experience. While the Company is mindful of its loss history, loss
experience from the past four quarters may not accurately reflect losses embedded in the older vintages of loans originated in
prior years. It is therefore considered by the Company to be more appropriate to look back at least two years in establishing
loss history, albeit more heavily weighted to the current year. As discussed above, the Company believes it has significantly
improved its risk grades through its increased workout efforts and as evidenced by the sale of $15.2 million in adversely classified
loans in June 2013. The general loan loss component derived from the loss history utilizing a longer time period which contains
more heightened, recent losses will be more consistent with, and reflective of, the inherent loss experience in the loan portfolio.
The new methodology for the calculation of historical loss factors has generated higher levels of general loan loss allowance
reserves, which is in line with the most recent experience, which is itself driven by the acceleration of charge-offs due to the
June 2013 loan sale.



With respect to the Q Factors, the new methodology increased
the number of Q factors, in particular, factors to measure the changes in the level and trends in net charge-offs. Despite the
addition to the number of Q Factors, the overall impact of the Q Factors is greatly diminished due to the improvement in the Bank’s
asset quality cited above. The related charge-offs and their impact on the recent and more heavily weighted loss experience, limits,
to a large extent, the need for additions to reserves resulting from Q Factors, and increases the confidence level in historical
loss experience as an indicator of losses inherent in the loan portfolio.



The impact of the changes in the Company’s
ALLL methodology implemented as of June 30, 2013 related to the Q Factors and the recalculation of the historical loan loss factors
resulted in a reduction in the ALLL balance of a combined $3.8 million when implemented as of June 30, 2013.



While we believe we use the best information available to determine
the allowance for loan losses, our results of operations could be significantly affected if circumstances differ substantially
from the assumptions used in determining the allowance. A further decline in local and national economic conditions, or other factors,
could result in a material increase in the allowance for loan losses and may adversely affect the Company’s financial condition
and results of operations. In addition, the determination of the amount of the allowance for loan losses is subject to review by
bank regulators, as part of their routine examination process, which may result in the establishment of additional allowance for
loan losses based upon their judgment of information available to them at the time of their examination.



For additional information regarding the allowance for loan
losses, its relation to the provision for loan losses, risk related to asset quality and lending activity, see “- Results
of Operations for the Years Ended December 31, 2013, and 2012-Provision for Loan Losses” below, Part I of “Item 1.
Business- Analysis of Allowance for Loan Losses” as well as Note 4 of the Notes to Consolidated Financial Statements included
in “Item 8. Financial Statements and Supplementary Data”.





47







Other-Than-Temporary
Impairments in the Market Value of Investments. Investment securities are reviewed at each reporting period for other-than-temporary
impairment. For debt securities, an unrealized loss is generally deemed to be other-than-temporary and a credit loss is deemed
to exist if the present value of the expected future cash flows is less than the amortized cost basis. The credit loss component
of an other than temporary impairment write-down is recorded in earnings, while the remaining portion of the impairment loss is
recognized in other comprehensive income (loss), provided the Company does not intend to sell the underlying debt security and
it is more likely than not that the Company will not be required to sell the debt security prior to recovery. In determining whether
a credit loss exists and the period over which the fair value of the debt security is expected to recover, management considers
the following factors: the length of time and extent that fair value has been less than cost, the financial condition and near
term prospects of the issuer, any external credit ratings, the level of excess cash flows generated from the underlying collateral
supporting the principal and interest payments of the debt securities, the level of credit enhancement provided by the structure
and the Company's ability and intent to hold the security for a period sufficient to allow for any anticipated recovery in fair
value. If an equity security is deemed other-than-temporarily impaired, the full impairment is considered credit related and a
charge to earnings is recorded.





Deferred income taxes.
The Bank recognizes income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities
are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts
of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be
recovered or settled. Deferred tax assets and liabilities are reduced by a valuation allowance when, in the opinion of
management, it is more-likely-than-not that all or some portion of the deferred tax assets will not be realized. As of
December 31, 2013 and December 31, 2012, valuation allowances of $8.7 million and $5.4 million, respectively, were
established because management believes it is more likely than not that the net balance of the deferred tax asset will not be
realized.



When tax returns are filed, it is highly
certain that some positions taken would be sustained upon examination by taxing authorities, while others are subject to uncertainty
about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position
is recognized in the financial statements in the period during which, based on all available evidence, management believes it is
more-likely-than-not that the position will be sustained upon examination, including the resolution of appeals or litigation processes,
if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not
recognition threshold are measured as the largest amount of tax benefit that is more than 50% likely of being realized upon settlement
with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured
as described above is reflected as a liability for unrecognized tax benefits along with any associated interest and penalties that
would be payable to the taxing authorities upon examination. The Company determined that it had no liabilities for uncertain tax
positions at December 31, 2013 and 2012. See Note 14 of the Notes to the Consolidated Financial Statements in this Annual Report
on Form 10-K.





Fair Value of Financial Instruments.
We use fair value measurements to record certain assets at fair value on a recurring basis, primarily related to the carrying amounts
for available-for-sale investment securities. Additionally, we may be required to record at fair value other assets, such as foreclosed
real estate, on a nonrecurring basis. These nonrecurring fair value adjustments typically involve the application of lower-of-cost-or
market value accounting or write-down of individual assets. Valuation techniques based on unobservable inputs are highly subjective
and require judgments regarding significant matters such as the amount and timing of future cash flows and the selection of discount
rates that may appropriately reflect market and credit risks. Changes in these judgments often have a material impact on the fair
value estimates. In addition, since these estimates are as of a specific point in time, they are susceptible to material near-term
changes. The fair values disclosed do not reflect any premium or discount that could result from the sale of a large volume of
a particular financial instrument, nor do they reflect the possible tax ramifications or estimated transaction costs. See Notes
3, 5 and 17 of the Notes to the Consolidated Financial Statements in this Annual Report on Form 10-K.



Financial Condition at December 31, 2013 and 2012



During the two years ended
December 31, 2013 and 2012, the Company’s loans and total assets have decreased by $106.4 million, or 22.8%, and $85.6
million, or 15.0%, respectively, primarily as a result of management’s inward focus on repairing the Bank’s asset
quality and addressing the Bank’s regulatory issues. With the installation of a new executive management team in the fourth
quarter of 2012 through the second quarter of 2013, asset quality metrics showed improvement through more robust problem
asset identification and resolution efforts, including the impaired loan sales in June 2013. Nonperforming loans declined
47.8% to $13.4 million, or 3.61% of total loans, at December 31, 2013 from $25.6 million, or 5.93% of total loans, at
December 31, 2012. Nonperforming assets decreased 42.3% to $15.2 million, or 3.13% of total assets, at December 31, 2013 from
$26.4 million, or 5.01% of total assets, at December 31, 2012.



During the year ended December 31, 2013,
our total assets decreased to $486.6 million from $526.4 million at the prior year end. This decrease was primarily attributable
to the continued reduction in our loan portfolio, which decreased $61.8 million during 2013. Total loans decreased throughout 2013
due largely to the sales of impaired loans in June 2013, weak loan demand and management’s focus on problem loan remediation.
The Company’s liquidity improved during the year as investment securities and cash and cash equivalents increased $22.1 million,
or 30.5%. Total deposits were $390.8 million at December 31, 2013, a decrease of $12.1 million, or 3.0%, from the year ago period.
Time deposits decreased $21.2 million while demand deposits and NOW accounts increased $9.3 million. With the decline in deposit
offering rates throughout the banking industry management decided to influence its deposit mix by less aggressively pricing its
time deposits, especially for terms of one year or less. As a result, rate sensitive depositors moved their funds to other investment
opportunities.







48









The $61.8 million decline in the loan portfolio
was most pronounced in construction and land development ($21.0 million), commercial real estate ($10.4 million) and commercial
business loans ($7.5 million) as well as in residential mortgage loans ($22.0 million). The decrease in residential mortgage loans
was primarily attributable to the securitization of $13.6 million of thirty year fixed rate residential mortgage loans into
mortgage-backed securities in November 2013. In June 2013, in connection with the Company’s plan to reduce the level of impaired
loans, the Company sold $20.8 million in credit impaired loans in three separate transactions. In these transactions, the Company
sold $14.1 million in loans secured by commercial real estate properties, $6.0 million in construction and land development loans
and $0.7 million in loans secured by owner occupied one-to-four family properties. Because of the credit impaired quality of these
assets transferred, the impact of these sales resulted in $5.1 million in net charge-offs against the Company’s allowance
for loan losses. In addition to the above mentioned factors, the loan portfolio declined during 2013 as a result of decreased loan
demand, loan workout efforts, normal amortization and repayments.



Results of Operations for the Years Ended December 31, 2013
and 2012



Earnings Summary. Net
loss of $1.33  per diluted common share was recorded for the year ended December 31, 2013 compared to $2.31 per
diluted common share for the year ended December 31, 2012. Net loss for the year ended December 31, 2013 was $8.8 million
compared to net loss of $15.2 million for the same period in 2012. The $6.4 million reduction in net loss was primarily the
result of a $13.6 million decrease in the provision for loan losses, partially offset by a $3.4 million decrease in
non-interest income, a $2.2 million decrease in net interest income and a $1.3 million increase in non-interest expenses.



Average Balances and Yields.
The following table presents information regarding average balances of assets and liabilities, the total dollar amounts of interest
income from interest-earning assets and interest expense on interest-bearing liabilities and the resulting average yields and costs.
Average loans include nonaccrual loans, the effect of which is to lower the average yield.





|                                                                        |  | Year Ended December 31, |        
|----------------------------------------------------------------------- |  | ----------------------- | -------
|                                                                        |  | 2013                    |        
|                                                                        |  |                         |        
|                                                                        |  | Average                 |        
|                                                                        |  | Balance                 |        
|                                                                        |  | (Dollars in thousands)  |        
|Interest-earning assets                                                 |  |                         |        
|Loans                                                                   |  | $                       | 409,782
|Investment securities and Fed Funds sold                                |  |                         | 50,060 
|Overnight funds                                                         |  |                         | 22,568 
|Federal Home Loan Bank stock                                            |  |                         | 5,557  
|Total interest-earning assets                                           |  |                         | 487,967
|Non interest-earning assets                                             |  |                         | 21,392 
|Total Assets                                                            |  | $                       | 509,359
|Interest-bearing liabilities                                            |  |                         |        
|Certificate accounts                                                    |  | $                       | 162,956
|Regular savings accounts                                                |  |                         | 117,518
|Checking and NOW accounts (1)                                           |  |                         | 89,176 
|Money market savings accounts                                           |  |                         | 27,195 
|Total interest-bearing deposits                                         |  |                         | 396,845
|FHLB advances                                                           |  |                         | 33,817 
|Other borrowings                                                        |  |                         | 10,866 
|Total interest-bearing liabilities                                      |  |                         | 441,528
|Non interest-bearing liabilities                                        |  |                         | 4,212  
|Total liabilities                                                       |  |                         | 445,740
|Total stockholders' equity                                              |  |                         | 63,619 
|Total liabilities and stockholders' equity                              |  | $                       | 509,359
|Net interest income                                                     |  |                         |        
|Net interest spread                                                     |  |                         |        
|Net interest margin                                                     |  |                         |        
|                                                                        |  |                         |        
|Average interest earning assets to average interest bearing liabilities |  |                         |        









(1) Includes mortgagors' escrow accounts





Rate / Volume Analysis.The following
table sets forth the effects of changing rates and volumes on our net interest income. The rate column shows the effects attributable
to the changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes
in volume (changes in volume multiplied by prior rate). For purposes of this table, changes attributable to changes in both rate
and volume have been allocated proportionately.





49









|                                           |  | Year Ended December 31,     |       
|------------------------------------------ |  | --------------------------- | ------
|                                           |  | 2013 Compared to 2012       |       
|                                           |  | Increase ( Decrease) Due To |       
|(In thousands)                             |  | Volume                      |       
|Interest income:                           |  |                             |       
|Loans                                      |  | $                           | (2,154
|Investment securities / Federal Funds sold |  |                             | (136  
|Overnight funds                            |  |                             | 15    
|Federal Home Loan Bank stock               |  |                             | (2    
|Total interest income                      |  |                             | (2,277
|Interest expense:                          |  |                             |       
|Certificate accounts                       |  |                             | (444  
|Regular savings accounts                   |  |                             | 16    
|Checking and NOW accounts                  |  |                             | 8     
|Money market savings accounts              |  |                             | (1    
|Total deposit expense                      |  |                             | (421  
|FHLBB advances                             |  |                             | (535  
|Other borrowings                           |  |                             | (1    
|Total interest expense                     |  |                             | (957  
|Increase (decrease) in net interest income |  | $                           | (1,320







Net Interest Income.Net interest
income for the year ended December 31, 2013 was $16.58 million compared to $18.74 million for 2012, a decrease of $2.16 million,
or 11.5%. The $3.86 million, or 16.0%, decrease in total interest income on earning assets was attributable to both volume and
rate, mostly related to loans. The average interest earning assets for 2013 decreased by $44.6 million which resulted in a volume
variance of $2.28 million out of the total variance of $3.86 million. The impact of the reduction in asset yields from 4.53% for
2012 to 4.15% for 2013 for an overall 0.38% yield reduction was responsible for the remaining $1.59 million variance. Of the $44.6
million decrease in average balances of earning assets, the decrease in average loan balances accounts for $45.3 million. As mentioned
previously, the decrease in average loans was attributable to the June 2013 sales of credit impaired loans, problem loan remediation
results, including payoffs and charge-offs, loan runoff and payoffs exceeding the slow loan demand year over year, and the residential
mortgage loan securitization in November 2013. The decrease in overall asset yields was the result of average loan yields declining
0.38% from the continued decline in market interest rates and a change in asset mix from loans and investments to lower yielding
cash equivalents.



Interest expense for 2013 decreased
$1.71 million compared to the prior year, of which $1.0 million was related to deposits. This $1.0 million decrease in
interest expense on deposits was attributable to both volume for $0.4 million and rate for $0.6 million. The average deposit
balances decreased by $11.7 million for 2013 compared to 2012 primarily due to the $27.4 million decline in the average
balances of time deposits. This movement in time deposits was partially offset by a shift into lower costing transaction and
savings accounts. This deposit mix shift and the decline in the level of market interest rates, particularly our offering rates on
time deposits, were the predominant factors for the year-over-year reduction in the cost of deposits from 0.93% for 2012 to
0.71% for 2013. Interest expense on borrowed funds decreased by $0.7 million from 2012 to 2013 primarily as a result of the
average balance of FHLB advances decreasing by $21.0 million in 2013. In addition to the volume variance in interest expense
on borrowed funds, the average cost of borrowings declined from 2.39% for 2012 to 1.95% for 2013 due to the repayment of
maturing higher costing FHLB advances, restructuring of $15.4 million shorter term, higher costing FHLB advances into longer
term lower costing FHLB advances in August 2013 and reductions in interest rates on repurchase agreements.



Net interest rate spread, which is the combination
of the weighted average of interest earning assets less interest bearing liabilities, as of December 31, 2013 was 3.32%. This represents
a decrease of 7 basis points from 3.39% as of December 31, 2012.





50







Net interest income for the year ended December 31,
2012, totaled $18.7 million compared to $18.9 million for the year ended December 31, 2011, a decrease of $175,000, or 0.9%.
The decrease in net interest income was primarily due to a decrease of $3.0 million in interest income partially offset by a $2.9
million decrease in interest expense. The average rates paid on deposits and borrowings decreased by 49 basis points in 2012. We
experienced a decrease in the average balances of deposits of 1.2% for the twelve month period, while the average balances of
borrowings decreased by 28.7% over the same period. The decrease in average deposits was caused by a $32.6 million decrease in
time deposits partially offset by increases in lower cost checking and NOW and savings accounts.



We also experienced a decrease in the average
balance of interest earning assets of 3.4%, offset by a decrease in the average rate earned on these assets of 40 basis points.
The increase in interest earning assets is attributed primarily to a decrease in the average balances of the loan portfolio partially
offset by increases in the investment and overnight portfolios.



Net interest rate spread, which is the combination
of the weighted average of interest earning assets less interest bearing liabilities, as of December 31, 2012 was 3.39%. This represents
an increase of 9 basis points from 3.30% as of December 31, 2011.



Provision for Loan
Losses. During the year ended December 31, 2013, a provision of $4.15 million was recorded to the allowance for loan
losses which was $13.58 million less than the provision recorded for 2012. The Company experienced net charge-offs of $8.76
million during 2013 compared to $11.28 million during 2012. The decrease in the provision expense was primarily due to the
improvement in the Company’s asset quality trends during this twelve month period. The balance for the allowance for
loan losses decreased from $14.5 million at December 31, 2012 to $9.89 million at December 31, 2013, a decrease of $4.61
million, or 31.8%. This ALLL decrease was also directionally consistent with the improvement in the Company’s asset
quality trends during 2013. During the year, nonperforming loans decreased $12.27 million, or 47.8%, and its adversely
classified loans decreased by $23.16 million, or 58.6%. Furthermore, the improvement in the risk profile of the loan
portfolio is reflected by the significant reduction in construction and land development loans of $21.04 million, or 78.9%,
and, to a lesser extent, reductions in multi-family and commercial real estate loans of $10.4 million, or 7.8%, and in
commercial business loans of $7.46 million, or 22.6%. These improvements in the Company’s asset quality were attributed
to the more aggressive workout efforts in the past year, including the credit impaired loan sale transactions in June
2013.



During the year
ended December 31, 2012, a $17.7 million provision increased $13.4 million, or 312.9%, compared to the prior year
provision for loan losses. The provision was related to net loan charge offs totaling $11.3 million, as a result of
increased nonperforming and classified loans, as well as continuing adverse economic conditions. The $4.3 million provision
for 2011 was related to net loan charge offs totaling $2.6 million, as a result of increased non-performing and classified
loans, as well as continuing adverse economic conditions.





51







Noninterest Income. The following
table shows the components of noninterest income for 2013, 2012 and 2011.



|(In thousands)                                 |  | 2013 |        |   | 2012 |   |       | 2011 | 
|---------------------------------------------- |  | ---- | ------ | - | ---- | - | ----- | ---- | 
|Mortgage banking income                        |  | $    | 1,289  |   |      | $ | 2,642 |      | 
|Service charge income                          |  |      | 756    |   |      |   | 815   |      | 
|Fees for other services                        |  |      | 523    |   |      |   | 714   |      | 
|Recovery from legal settlement                 |  |      | -      |   |      |   | -     |      | 
|Income from bank owned life insurance          |  |      | 278    |   |      |   | 299   |      | 
|Income from investment advisory services, net  |  |      | 234    |   |      |   | 242   |      | 
|Net gain on sale of investments                |  |      | -      |   |      |   | -     |      | 
|Other than temporary impairment on investments |  |      | (1,812 | ) |      |   | -     |      | 
|Other income                                   |  |      | 97     |   |      |   | 101   |      | 
|                                               |  |      |        |   |      |   |       |      | 
|Total                                          |  | $    | 1,365  |   |      | $ | 4,813 |      | 



Noninterest income for 2013 was $1.36 million
compared to $4.81 million for 2012, a decrease of $3.45 million, or 71.6%. In addition to the $1.81 million in other-than-temporary
impairment charge taken in 2013, the decrease was primarily related to the $1.35 million decrease in mortgage banking income. The
decrease in mortgage banking income, associated with sales of one-to-four family fixed rate mortgages in
the secondary market,  was due to a $1.43 million decrease in gains on sales of one-to-four family fixed rate mortgage
loans in the secondary market resulting from lower origination and sales volume in 2013. The other component of mortgage banking
income, mortgage servicing income, increased by $74,000, or 27.5%, due to the growth in the mortgage servicing portfolio year over
year. Service charges on deposits decreased $59,000, or 7.2%, due to a lower volume of overdraft transactions as a result of the
Bank more aggressively monitoring and controlling such activity. Fees for other services decreased by $191,000, or 26.8%, due primarily
to the decreases in loan related fees of $130,000 and reverse mortgage fees of $82,000 partially offset by a $26,000 increase in
loan prepayment penalty fees.



Noninterest income for the year
ended December 31, 2012 totaled $4.8 million, which is essentially unchanged from the year ended December 31, 2011, an
increase of $13,000 or 0.3%. For the year ended December 31, 2012, mortgage banking income increased $788,000 due to $657,000
increase in gains on sales of mortgage loans and $131,000 increase in mortgage servicing income. The increase in the loan
sale gains during 2012 was due to increased refinance related volume of mortgage loans originated and sold. The increase in
mortgage servicing income was driven by the additions of newly originated loans sold to investors to the servicing portfolio
during late 2011 and 2012. Included in noninterest income for 2011 was a $655,000 legal settlement, representing a partial
recovery with respect to Fannie Mae auction rate pass-through certificates.





52







Noninterest Expense.The following
table shows the components of noninterest expense for 2013, 2012 and 2011.



|(In thousands)                          |  | 2013 |        |  | 2012 |   |        | 2011 | 
|--------------------------------------- |  | ---- | ------ |  | ---- | - | ------ | ---- | 
|Compensation, taxes and benefits        |  | $    | 10,840 |  |      | $ | 11,042 |      | 
|Office occupancy                        |  |      | 1,935  |  |      |   | 1,879  |      | 
|FDIC insurance premiums                 |  |      | 939    |  |      |   | 674    |      | 
|Professional fees                       |  |      | 2,299  |  |      |   | 2,086  |      | 
|Computer processing                     |  |      | 1,297  |  |      |   | 1,163  |      | 
|Directors’ compensation                 |  |      | 351    |  |      |   | 592    |      | 
|Insurance and surety bond               |  |      | 576    |  |      |   | 233    |      | 
|Advertising                             |  |      | 465    |  |      |   | 514    |      | 
|Property taxes on loan sales            |  |      | 776    |  |      |   | -      |      | 
|Expenses on foreclosed real estate, net |  |      | 874    |  |      |   | 447    |      | 
|Writedowns on foreclosed real estate    |  |      | 263    |  |      |   | 77     |      | 
|Office supplies                         |  |      | 228    |  |      |   | 240    |      | 
|Other expenses (1)(2)                   |  |      | 1,423  |  |      |   | 1,979  |      | 
|                                        |  |      |        |  |      |   |        |      | 
|Total                                   |  | $    | 22,266 |  |      | $ | 20,926 |      | 





| | (1) | Other expenses for all periods include, among other items, postage and expenses related to checking.
| | --- | ----------------------------------------------------------------------------------------------------

| | (2) | In 2011, this caption included deposit related charge of $712,000.
| | --- | ------------------------------------------------------------------





Noninterest expense for 2013
was $22.27 million compared to $20.93 million, an increase of $1.34 million, or 6.4%. The year-over-year increase was primarily
the result of $776,000 of delinquent property taxes incurred on credit impaired loans sold in the loan sale transactions in
June 2013 as well as increases in expenses on foreclosed real estate of $427,000 and related writedowns of $186,000 for
an aggregate increase of $613,000. In addition, there were increases in insurance and surety bond expense of $343,000,
FDIC insurance premiums of $265,000, computer processing of $134,000, professional fees of $213,000 and occupancy expense
of $56,000. These increases were partially offset by decreases in other expenses of $556,000, directors’ compensation
of $241,000, compensation, taxes and benefits of $202,000 and advertising of $49,000. The $613,000, or 117%, increase
in expenses in foreclosed real estate was attributable to increased foreclosure activity in 2013 with the attendant costs
of acquiring, maintaining and selling foreclosed real estate, including write downs of $263,000 and net losses on sales
of $66,000 during 2013. The increase in insurance and surety bond expense was due to premium increases in directors’
and officers’ liability and blanket bond insurance, resulting from regulatory issues. The increase in FDIC
insurance premiums was also due to regulatory issues, more specifically the regulatory agreement. The increase in computer
processing was primarily due to an $86,000 increase in software service maintenance contracts as well as increases in the
cost of outsourced data processing and network security. Professional fees were higher in 2013 due to a $242,000 increase in
external audit fees mostly related to a change in independent registered public accountant during 2013, a $137,000
increase in internal audit and risk management consulting services, a $102,000 increase in supervisory assessments related
to the regulatory agreement, partially offset by a $267,000 decrease in legal services. The higher legal services in
2012 were related to the January 2012 regulatory agreement with the OCC. Occupancy expenses increased by $56,000 primarily
due to $76,000 increase in repairs and maintenance and $18,000 in utilities partially offset by reductions in depreciation
and other occupancy expenses. Other expenses decreased $556,000 primarily due to $712,000 of expenses in the first quarter
of 2012 related to the underpayment of interest on certain time deposits which did not recur in 2013. The decrease
in compensation, taxes and benefits was primarily due to the following factors: (1) The cost of hiring the new management
team and other staff additions; (2) discontinuation of certain post retirement benefits and (3) other changes in
employee benefits. The year-over-year increase in compensation expense for the new management team and staff additions of
$562,000 was partially reduced by a reduction in temporary staffing of $78,000 for a net increase of $484,000. In 2013, the
Company discontinued certain post retirement benefits which had the impact of reducing the accrued liability of $487,000
in comparison to the $86,000 in expenses for these benefits during 2012. The other $124,000 decrease in benefits was
attributed to a $174,000 decrease in pension expense for the Company’s frozen defined benefit plan partially offset by
the cost of employee benefits for the increase in personnel during 2013. The $241,000 decrease in director’s
compensation was a result of fewer meetings and fewer average number of non-employee directors during 2013.





53









Noninterest expense for 2012 was $20.9
million, compared to $16.9 million for the year ended December 31, 2011, an increase of $4.0 million or 23.6%. For the year
ended December 31, 2012, compensation and benefits increased $1.1 million or 11.1% year-over-year. This increase was
primarily due to expansion of full time staff to 145 from 132 and the impact of annual salary and benefit
increases. In addition, professional fees increased $1.37 million year-over-year due to the hiring of outside legal advisors
and consultants for the restatement of certain 2012 public financial reports during the second half of 2012 as well as the
use of consultants due to open positions. Computer processing increased $203,000 year-over-year due to a $157,000 increase in
the cost of outsourced data processing and a $42,000 increase in software maintenance contracts. Loss on foreclosed real
estate increased $246,000 year-over-year as a result of increased write downs of $58,000 and increased foreclosure activity
in 2012 with attendant costs of acquiring, maintaining and selling foreclosed real estate. Other expenses increased by
$918,000 year-over-year due primarily to the $712,000 in 2012 expenses related to underpayment of interest on time deposits.
Our efficiency ratio was 88.9% for 2012 compared to 71.5% for 2011. The efficiency ratio represents noninterest expense
divided by the sum of net interest income and noninterest income.



Provision for Income Taxes.The
Company recorded an income tax expense of $370,000 for the year ended December 31, 2013 compared to income tax expense of $148,000
for 2012 and $850,000 for 2011. At December 31, 2013 and 2012, there was a 100% valuation allowance on the deferred tax asset in
the amount of $8.69 million and $5.38 million, respectively. At December 31, 2013, the Company had recaptured all available prior
year taxes paid and had generated a net operating loss carryforward of $14.1 million. See Note 14 Income Taxes in
the Consolidated Financial Statements in this Annual Report on Form 10-K for further disclosure on this matter.





Asset / Liability Management



Our most significant form of market risk
is interest rate risk. We manage the interest rate sensitivity of our interest-bearing liabilities and interest-earning assets
in an effort to minimize the adverse effects of changes in the interest rate environment. Deposit accounts may react more quickly
to changes in market interest rates than mortgage loans because of the shorter maturities of deposits. To reduce the potential
volatility of our earnings, we have sought to improve the match between assets and liability maturities (or rate adjustment periods),
while maintaining an acceptable interest rate spread, by originating adjustable-rate mortgage loans for retention in our loan portfolio,
variable-rate home equity lines and variable-rate commercial loans and by purchasing variable-rate investments and investments
with expected maturities of less than 10 years. We currently do not participate in hedging programs, interest rate swaps or other
activities involving the use of off-balance sheet derivative financial instruments.



Our Asset/Liability Committee
communicates, coordinates and controls all aspects of asset/liability management. The Committee establishes and monitors the
volume and mix of assets and funding sources. We also use a third party consultant to perform interest rate sensitivity and
net interest income simulation analysis. The net interest income simulation measures the volatility of net interest income as
a consequence of different interest rate conditions at a particular point in time. Using a range of assumptions, the
simulations provide an estimate of the impact of changes in market interest rates on net interest income. The various
assumptions used in the model are reviewed on a quarterly basis by the Asset/Liability Committee. Changes to these
assumptions can significantly affect the results of the simulation.



The following table, which is based on information
that we provided to our third party consultant as of December 31, 2013, presents an approximation of our exposure as a percentage
of estimated net interest income for the next 12-month period using net interest income simulation. The simulation uses projected
repricing of assets and liabilities on the basis of contractual maturities, anticipated repayments and scheduled rate adjustments.
In addition, assumptions are made on the speed with which changes in market interest rates will be reflected in our deposit pricing
and the speed at which our customers will react to changes in market interest rates by either moving their deposits or paying their
loans prior to their scheduled maturity. Our third party consultant also performs dynamic modeling. This type of modeling employs
a further set of assumptions attempting to simulate scenarios that are more likely to occur than an immediate and sustained shock
of 100 to 500 basis points and includes the business planning strategies such as budgeted balance sheet growth. The change in market
interest rates in these simulations are assumed to occur immediately with no mitigating activity by management.





54







|Changes in Market Rates |  | At December 31, 2013 Percentage Change in Estimated Net Interest Income Over 12 Months |      
|----------------------- |  | -------------------------------------------------------------------------------------- | -----
|+5%                     |  |                                                                                        | (4.8 
|+4%                     |  |                                                                                        | (3.7 
|+3%                     |  |                                                                                        | (2.6 
|+2%                     |  |                                                                                        | (1.7 
|+1%                     |  |                                                                                        | (0.6 
|0                       |  |                                                                                        | —    
|-1%                     |  |                                                                                        | (2.47



Economic Value of Equity Analysis.
We also use an interest rate sensitivity analysis to measure interest rate risk by computing changes in the value of the Company
as measured by changes in our Economic Value of Equity. The economic value of equity represents the market value of balance sheet
equity and is equal to the market value of assets minus the market value of liabilities, with adjustments made for off-balance
sheet items which is calculated using the estimated cash flows resulting from the assumed liquidation of assets, liabilities and
off-balance sheet items given a range of assumed changes in market interest rates. This analysis assesses the risk of loss in market
risk sensitive instruments in the event of a sudden and sustained 100 to 500 basis point increase or a 100 basis point decrease
in market interest rates with no effect given to any steps that we might take to counter the effect of that interest rate movement.
The following table presents the change in the net value of Naugatuck Valley Financial at December 31, 2013 that would occur in
the event of an immediate change in interest rates.



|                                 |  | Economic Value of Equity (EVE) |        |  |          |   |         |          | 
|-------------------------------- |  | ------------------------------ | ------ |  | -------- | - | ------- | -------- | 
|Change in Market 
Interest Rates |  | $ Amount                       |        |  | $ Change |   |         | % Change | 
|                                 |  | (Dollars in thousands)         |        |  |          |   |         |          | 
|+3%                              |  | $                              | 49,486 |  |          | $ | (30,406 | )        | 
|+2%                              |  | $                              | 62,544 |  |          | $ | (17,348 | )        | 
|+1%                              |  | $                              | 72,748 |  |          | $ | (7,144  | )        | 
|0                                |  | $                              | 79,892 |  |          |   | -       |          | 
|-1%                              |  | $                              | 87,423 |  |          | $ | 7,531   |          | 



We use certain assumptions in assessing
the interest rate risk of the Company. These assumptions relate to interest rates, loan prepayment rates, deposit decay rates,
and the market values of certain assets under differing interest rate scenarios, among others. As with any method of measuring
interest rate risk, certain shortcomings are inherent in the method of analysis presented in the foregoing table. For example,
although certain assets and liabilities may have similar maturities or periods to re-pricing, they may react in different degrees
to changes in market interest rates. Also, the interest rates on certain types of assets and liabilities may fluctuate in advance
of changes in market interest rates, while interest rates on other types may lag behind changes in market rates. Additionally,
certain assets, such as adjustable-rate mortgage loans, have features that restrict changes in interest rates on a short-term basis
and over the life of the asset. Further, in the event of a change in interest rates, expected rates of prepayments on loans and
early withdrawals from certificates could deviate significantly from those assumed in calculating the table.





55







Liquidity Management



Liquidity is the ability to meet current
and future short-term financial obligations. Our primary sources of funds consist of deposit inflows, loan repayments, maturities
and sales of investment securities, and advances from the Federal Home Loan Bank of Boston. While maturities and scheduled amortization
of loans and securities are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general
interest rates, economic conditions and competition.



Each quarter we project liquidity availability
and demands on this liquidity for the next 90 days. We regularly adjust our investments in liquid assets based upon our assessment
of (1) expected loan demand, (2) expected deposit flows, (3) yields available on interest-earning deposits and securities,
and (4) the objectives of our asset/liability management program. Excess liquid assets are invested generally in federal funds
and short- and intermediate-term U.S. Government agency obligations.



Our most liquid assets are cash
and cash equivalents and interest-bearing deposits. The levels of these assets depend on our operating, financing, lending
and investing activities during any given period. At December 31, 2013, cash and cash equivalents totaled approximately
$26.3 million. Securities classified as available for sale, which provide additional sources of liquidity, totaled $49.7
million. At December 31, 2013, we had the ability to borrow a total of $79.9 million from the Federal Home Loan Bank of
Boston based on the collateral pledged, of which $25.3 million was outstanding. We also had $4.2 million in repurchase agreements
outstanding with various municipalities and corporate customers. At December 31, 2013, we had arranged an overnight line of
credit of $1.6 million with the Federal Reserve Bank of Boston with no overnight advances outstanding.



At December 31, 2013, we had $19.2
million in unused line availability on home equity lines of credit, $10.2 million in un-advanced commercial lines, $12.6
million in commercial mortgage loan commitments, $1.4 million in letters of credit and $6.6 million in other
commitments. Certificates of deposit due within one year of December 31, 2013 totaled $  74.3 million, or 19.0% of total
deposits. If these deposits do not remain with us, we will be required to seek other sources of funds, including other
certificates of deposit and lines of credit. Depending on market conditions, we may be required to pay higher rates on such
deposits or other borrowings than we currently pay on the certificates of deposit due on or before December 31, 2013. We
believe, however, based on past experience, that a significant portion of our certificates of deposit will remain with us. We
have the ability to attract and retain deposits by adjusting the interest rates offered.





Naugatuck Valley Financial is
a separate legal entity from the Bank and must provide for its own liquidity. In addition to its operating expenses, Naugatuck
Valley Financial, on a stand-alone basis, is responsible for paying any dividends declared to its shareholders. Naugatuck Valley
Financial’s primary source of income is dividends received from the Bank. The amount of the dividends that the Bank may declare
and pay to Naugatuck Valley Financial in any calendar year, without the receipt of prior approval from the OCC but with prior notice
to the OCC, cannot exceed net income for that year to date plus retained net income (as defined) for the preceding two calendar
years. On a stand-alone basis, Naugatuck Valley Financial had liquid assets of $3.1 million at December 31, 2013.





Historically, we have remained highly liquid.
We expect that all of our liquidity needs, including the contractual commitments set forth in the table below and increases in
loan demand can be met by our currently available liquid assets and cash flows. If loan demand were to increase at a pace greater
than expected, or any unforeseen demand or commitment were to occur, we would access our borrowing capacity with the Federal Home
Loan Bank of Boston. We expect that our currently available liquid assets and our ability to borrow from the Federal Home Loan
Bank of Boston would be sufficient to satisfy our liquidity needs without any material adverse effect on our liquidity. We are
not aware of any trends and/or demands, commitments, events or uncertainties that could result in a material decrease in liquidity.



The following table presents certain of
our contractual obligations as of December 31, 2013.



|                                       |  | Payments Due by Period |       
|-------------------------------------- |  | ---------------------- | ------
|Contractual Obligations                |  | Total                  |       
|                                       |  | (In thousands)         |       
|Operating lease obligations (1)        |  | $                      | 7,780 
|FHLB advances and other borrowings (2) |  |                        | 29,466
|                                       |  |                        |       
|Total                                  |  | $                      | 37,246



| | (1) | Represents lease obligations for six of Naugatuck Valley Savings’ branch offices and two former branch site which are
subleased to other tenants.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Represents principal amounts due.
| | --- | ---------------------------------





56







Our primary investing activities are the origination of loans
and the purchase and sale of securities. Our primary financing activities consist of activity in deposit accounts and borrowed
funds. Deposit flows are affected by the overall levels of interest rates, the interest rates and products offered by us and our
local competitors and other factors. We generally manage the pricing of our deposits to be competitive and to increase core deposit
relationships. Occasionally, we offer promotional rates on certain deposit products to attract deposits.



The following table presents our primary investing and financing
activities during the periods indicated.





|                                                    |  | Year Ended   |        
|--------------------------------------------------- |  | ------------ | -------
|                                                    |  | December 31, |        
|(In thousands)                                      |  | 2013         |        
|                                                    |  |              |        
|Investing activities:                               |  |              |        
|Loan originations, net of principal payments        |  | $            | 21,619 
|Security purchases                                  |  |              | 21,183 
|Security sales                                      |  |              | 755    
|Security maturities, calls and principal repayments |  |              | 12,502 
|Financing activities:                               |  |              |        
|Decreases in deposits                               |  |              | (12,055
|Net decrease in FHLB advances                       |  |              | (16,183
|Increase (decrease) in other borrowings             |  |              | (2,221 
|Purchase of treasury stock                          |  |              | -      



Capital Management. The
Bank is subject to various regulatory capital requirements administered by the Office of the Comptroller of the Currency.
Effective June 4, 2013, the OCC imposed individual minimum capital requirements (“IMCRs”) on the Bank. The IMCRs
require the Bank to maintain a Tier 1 leverage capital to adjusted total assets ratio of at least 9.00% and a total
risk-based capital to risk-weighted assets ratio of at least 13.00%. Before the establishment of the IMCRs, the Bank had been
operating under these capital parameters by self-imposing these capital levels as part of the capital plan that the Bank was
required to implement under the terms of the previously disclosed January 2012 written formal agreement between the Bank and
the OCC. The Bank exceeded the IMCRs at December 31, 2013 with a Tier 1 leverage ratio of 11.04% and a total
risk-based capital ratio of 18.01%.



As a source of strength to its subsidiary
bank, the Company had liquid assets of approximately $3.07 million at December 31, 2013 which the Company could contribute to the
Bank, if needed, to enhance the Bank’s capital levels. If the Company had contributed those assets to the Bank as of December
31, 2013, the Bank would have had a Tier 1 leverage ratio of approximately 11.67%.



The Bank is considered “adequately
capitalized” under regulatory guidelines. See “Regulation and Supervision—Regulation of Federal Savings Associations—Capital
Requirements,”and “—Regulatory Capital Compliance” and the notes to the consolidated financial
statements included in this Annual Report on Form 10-K.



Off-Balance Sheet Arrangements



In the normal course of operations, we engage
in a variety of financial transactions that, in accordance with generally accepted accounting principles, are not recorded in our
financial statements. These transactions involve, to varying degrees, elements of credit, interest rate, and liquidity risk. Such
transactions are used primarily to manage customers’ requests for funding and take the form of loan commitments, unused lines
of credit, amounts due mortgagors on construction loans, amounts due on commercial loans, commercial letters of credit and commitments
to sell loans. SeeNote 16 of the notes to the financial statements in this Annual Report on Form 10-K.



For the years ended December 31, 2013
and 2012, we engaged in no off-balance-sheet transactions reasonably likely to have a material effect on our financial condition,
results of operations or cash flows.









57







Impact of Recent Accounting Pronouncements



The information required by this item is
included in Note 1 to the consolidated financial statements for Naugatuck Valley Financial included in this Annual Report on Form
10-K.



Effect of Inflation and Changing Prices



We have prepared the financial statements
and related financial data presented in this Annual Report on Form 10-K in accordance with generally accepted accounting principles
in the United States, which require the measurement of financial position and operating results in terms of historical dollars
without considering the change in the relative purchasing power of money over time due to inflation. The primary impact of inflation
on our operations is reflected in increased operating costs. Unlike most industrial companies, virtually all of our assets and
liabilities are monetary in nature. As a result, interest rates generally have a more significant impact on our performance than
do general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices
of goods and services.



| | ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.
| | -------- | -----------------------------------------------------------



The information required by this item is
incorporated herein by reference to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition
and Results of Operations.”



| | ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA.
| | ------- | -------------------------------------------



The information regarding this item is
included herein beginning on page F-1.



| | ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
| | ------- | -------------------------------------------------------------------------------------



On April 8, 2013, the Audit
Committee of Naugatuck Valley Financial Corporation, on behalf of the Company and the Bank, dismissed Whittlesley & Hadley,
P.C. as the Company’s independent public accountants upon completion of the audit for the fiscal year ended December
31, 2012. The decision to change independent public accountants was approved by the Audit Committee. For information
concerning the change in Naugatuck Valley Financial’s independent registered public accounting firm, the information
contained under the section captioned “Item 2— Ratification of the Independent Registered Public Accounting Firm”
in Naugatuck Valley Financial’s Proxy Statement for the 2014 Annual Meeting of Stockholders (the
“Proxy Statement”) is incorporated herein by reference.



During the two years ended December
31, 2012, and the subsequent interim period through the date of the dismissal of Whittlesley & Hadley,
P.C., there were no disagreements
with Whittlesley & Hadley, P.C. on any matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Whittlesley & Hadley,
P.C., would have caused them to make reference to such disagreements in their report on the financial statements for such
years. During the two fiscal years ended December 31, 2012 and the subsequent period through the date of the dismissal of Whittlesley & Hadley,
P.C., there were
no reportable events (as defined in Regulation S-K Item 304 (a) (1)(V)). The audit reports of Whittlesley & Hadley, P.C.
on the Company’s Consolidated Financial Statements as of and for the years ended December 31, 2012 and 2011 did
not contain an adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope
or accounting principles.



On April 8, 2013, the Audit Committee engaged
the firm of McGladrey LLP as independent public accountants of the Company and its subsidiaries for the fiscal year ending December
31, 2013.





58







| | ITEM 9A. | CONTROLS AND PROCEDURES.
| | -------- | ------------------------



Disclosure Controls and Procedures



Under the supervision and with the participation
of our Chief Executive Officer and Chief Financial Officer (collectively, the "Certifying Officers"), our
management has evaluated the effectiveness of internal control over financial reporting, including controls over the
preparation of financial statements, as of December 31, 2013. Based on this evaluation, our Chief Executive Officer and our
Chief Financial Officer concluded that, as of such date, the Company’s disclosure controls and procedures are effective
in ensuring that information relating to the Company required to be disclosed in reports that it files under the Securities
Exchange Act of 1934 is (1) recorded, processed, summarized and reported within the time periods specified in the SEC’s
rules and forms, and (2) accumulated and communicated to our management, including our Chief Executive Officer and our Chief
Financial Officer, as appropriate to allow timely decisions regarding required disclosure.



| | (a) | Management’s Report On Internal Control Over Financial Reporting
| | --- | ----------------------------------------------------------------



The Company's management is responsible for establishing
and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-l5(f) under the Exchange
Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with US generally accepted
accounting principles. Because of their inherent limitations, systems of internal control over financial reporting may not prevent
or detect misstatements. Therefore, even those systems determined to be effective can only provide reasonable assurance with respect
to financial statement preparation and presentation.



The Company’s management assessed
the effectiveness of the Company’s internal control over financial reporting, including controls over the preparation
of financial statements, based on the framework in Internal Control – Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission in 1992. Based on our assessment, we believe that, as of
December 31, 2013, the Company’s internal control over financial reporting is effective based on these criteria.



Management is also responsible for compliance
with laws and regulations relating to safety and soundness which are designated by the Bank’s primary federal
banking regulatory agency, the OCC. As previously disclosed in this document, the Bank, by and through its Board of
Directors, executed effective January 17, 2012 a written formal agreement with the OCC. Management has assessed its
compliance with these designated laws and regulations relating to safety and soundness and believes that the Bank has
complied, in all significant respects, with such laws and regulations during the year ended December 31, 2013.



Attestation report of the registered
public accountant



Because the Company’s market capitalization was
less than the $75 million threshold, the Company is exempt from the Sarbanes-Oxley Section 404(b) auditor attestation on management’s
assessment of its internal controls.



Changes to Internal Control Over
Financial Reporting



As disclosed in the Forms 10-Q for the quarters ended
June 30, 2013 and September 30, 2013, management implemented changes to its internal controls to remediate the material weaknesses
cited in the Company’s Form 10-K for the year ended December 31, 2012, specifically related to: (1) the estimation of the
allowance for loan losses and (2) insufficient accounting supervision over the credit administration function. During the three
months ended December 31, 2013, management continued to bolster its internal controls in these areas to the extent that management
has concluded that the Company’s internal controls over financial reporting were effective as of December 31, 2013.





| | ITEM 9B. | OTHER INFORMATION.
| | -------- | ------------------



Not applicable.



59









PART III



| | ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
| | -------- | -------------------------------------------------------



Directors



For information concerning Naugatuck Valley
Financial’s directors, the information contained under the section captioned “Item 1—Election of Directors”
in the Proxy Statement
is incorporated herein by reference.



Executive Officers



For information relating to officers of
Naugatuck Valley Financial, the section captioned “Item 1—Election of Directors” in the Proxy Statement,
and Part I, Item 1, “Business—Executive Officers of the Registrant” in this Annual Report on Form 10-K,
are incorporated by reference.



Compliance with Section 16(a) of the
Exchange Act



For information regarding compliance with
Section 16(a) of the Exchange Act, the information contained under the section captioned “Section 16(a) Beneficial Ownership
Reporting Compliance” in the Proxy Statement is incorporated herein by reference.



Disclosure of Code of Ethics



Naugatuck Valley Financial has adopted a
Code of Ethics and Business Conduct, a copy of which can be filed as an exhibit to this Form 10-K.



Corporate Governance



For information regarding the audit committee
and its composition and the audit committee financial expert, the section captioned “Corporate Governance and Board Matters”
in the Proxy Statement is incorporated herein by reference.



| | ITEM 11. | EXECUTIVE COMPENSATION
| | -------- | ----------------------



The information regarding executive compensation
is set forth under the section captioned “Executive Compensation” in the Proxy Statement and is incorporated
herein by reference.



| | ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDERS MATTERS
| | -------- | -----------------------------------------------------------------------------------------------



| | (a) | Security Ownership of Certain Beneficial Owners
| | --- | -----------------------------------------------



Information required by this item is incorporated herein
by reference to the section captioned “Stock Ownership” in the Proxy Statement.



| | (b) | Security Ownership of Management
| | --- | --------------------------------



Information required by this item is incorporated herein
by reference to the section captioned “Stock Ownership” in the Proxy Statement.



| | (c) | Changes in Control
| | --- | ------------------



Management of Naugatuck Valley Financial knows of no
arrangements, including any pledge by any person or securities of Naugatuck Valley Financial, the operation of which may at a subsequent
date result in a change in control of the registrant.









60







| | (d) | Equity Compensation Plan Information
| | --- | ------------------------------------



The following table sets forth information
as of December 31, 2013 about Company common stock that may be issued under the Naugatuck Valley Financial Corporation 2005 Equity
Incentive Plan. The plan was approved by the Company’s stockholders.







|                                                           |  |                      |         |  |                      |   |       | Number of securities   | 
|---------------------------------------------------------- |  | -------------------- | ------- |  | -------------------- | - | ----- | ---------------------- | 
|                                                           |  |                      |         |  |                      |   |       | remaining available    | 
|                                                           |  |                      |         |  |                      |   |       | for future issuance    | 
|                                                           |  | Number of securities |         |  |                      |   |       | under equity           | 
|                                                           |  | to be issued upon    |         |  | Weighted-average     |   |       | compensation plans     | 
|                                                           |  | the exercise of      |         |  | exercise price of    |   |       | (excluding securities  | 
|                                                           |  | outstanding options, |         |  | outstanding options, |   |       | reflected in the first | 
|PLAN CATEGORY                                              |  | warrants and rights  |         |  | warrants and rights  |   |       | column)                | 
|                                                           |  |                      |         |  |                      |   |       |                        | 
|Equity compensation plans approved by security holders     |  |                      | 160,643 |  |                      | $ | 11.18 |                        | 
|                                                           |  |                      |         |  |                      |   |       |                        | 
|Equity compensation plans not approved by security holders |  |                      | n/a     |  |                      |   | n/a   |                        | 
|                                                           |  |                      |         |  |                      |   |       |                        | 
|Total                                                      |  |                      | 160,643 |  |                      | $ | 11.18 |                        | 





| | ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND
DIRECTOR INDEPENDENCE
| | -------- | ------------------------------------------------------------------------



The information relating to certain relationships
and related transactions and director independence is set forth under the sections captioned “Transactions with Related
Persons” and “Corporate Governance and Board Matters – Director Independence” in the Proxy Statement
and is incorporated herein by reference.



| | ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES
| | -------- | --------------------------------------



The information relating to the principal
accountant fees and services is set forth under the section captioned “Ratification of the Independent Registered Public
Accounting Firm” in the Proxy Statement and is incorporated herein by reference.





61







PART IV



| | ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
| | -------- | -------------------------------------------



| | (1) | The financial statements required in response to this
item are incorporated by reference from Item 8 of this report.
| | --- | --------------------------------------------------------------------------------------------------------------------



| | (2) | All financial statement schedules are omitted because they are not required or applicable, or the required information is shown
in the consolidated financial statements or the notes thereto.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Exhibits
| | --- | --------



|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1         |  | Articles of Incorporation of Naugatuck Valley Financial Corporation (1)                                                                                                                                                                                                                                                                                                                                                                                     
|3.2         |  | Bylaws of Naugatuck Valley Financial Corporation (2)                                                                                                                                                                                                                                                                                                                                                                                                        
|4.1         |  | Specimen Stock Certificate of Naugatuck Valley Financial Corporation (3)                                                                                                                                                                                                                                                                                                                                                                                    
|10.1        |  | Naugatuck Valley Financial Corporation and Naugatuck Valley Savings Deferred Compensation Plan for Directors (4)*                                                                                                                                                                                                                                                                                                                                           
|10.2        |  | Form of Naugatuck Valley Savings Employee Severance Compensation Plan (5)*                                                                                                                                                                                                                                                                                                                                                                                  
|10.3        |  | Naugatuck Valley Financial Corporation 2005 Equity Incentive Plan (6)*                                                                                                                                                                                                                                                                                                                                                                                      
|10.4        |  | Agreement by and between Naugatuck Valley Savings and Loan and the Comptroller of the Currency, dated January 17, 2012 (7)                                                                                                                                                                                                                                                                                                                                  
|14.0        |  | Code of Ethics and Business Conduct (8)                                                                                                                                                                                                                                                                                                                                                                                                                     
|21.0        |  | List of Subsidiaries                                                                                                                                                                                                                                                                                                                                                                                                                                        
|23.1        |  | Consent of Whittlesey & Hadley, P.C.                                                                                                                                                                                                                                                                                                                                                                                                                        
|23.2        |  | Consent of McGladrey LLP                                                                                                                                                                                                                                                                                                                                                                                                                                    
|31.1        |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer                                                                                                                                                                                                                                                                                                                                                                                           
|31.2        |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer                                                                                                                                                                                                                                                                                                                                                                                           
|32.0        |  | Section 1350 Certification of Chief Executive Officer and Chief Financial Officer                                                                                                                                                                                                                                                                                                                                                                           
|101.0       |  | The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Financial Condition, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Changes In Stockholders’ Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to the Consolidated Financial Statements.





*Management contract or compensation
plan arrangement



| | (1) | Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1, as amended, initially filed
on June 11, 2011.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1, as amended, initially
filed on June 11, 2011.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Incorporated herein by reference to Exhibit 4.0 to the Company’s Registration Statement on Form S-1, as amended, initially
filed on June 11, 2011.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | Incorporated herein by reference to Exhibit 10.1 to the Naugatuck Valley Financial Corporation (File No. 000-50876) Quarterly
Report on Form 10-Q for the three months ended March 31, 2007, filed on May 15, 2007.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (5) | Incorporated herein by reference to Exhibit 10.8 to the Naugatuck Valley Financial Corporation (File No. 333-116627) Registration
Statement on Form S-1, as amended, initially filed on June 18, 2004.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (6) | Incorporated herein by reference to Appendix C to the Naugatuck Valley Financial Corporation (File No. 000-50876) Proxy
Statement filed on April 1, 2005.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------

| | (7) | Incorporated herein by reference to Exhibit 10.1 to the Naugatuck Valley Financial Corporation (File No. 000-54447) Current
Report on Form 8-K, filed on January 20, 2013.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------





| | (8) | Incorporated by reference to Exhibit 14 to Naugatuck Valley Financial Corporation (File No. 000-50876) Form 10-K for the fiscal
year ended December 31, 2004 filed on March 31, 2005.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





62







SIGNATURES



Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



|                     | NAUGATUCK VALLEY FINANCIAL CORPORATION
|-------------------- | --------------------------------------
|                     |                                       
|Date: March 31, 2014 | By:                                   
|                     |                                       
|                     |                                       
|                     |                                       





Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the
dates indicted.





|SIGNATURE                   |  | TITLE                                           |  | DATE          
|--------------------------- |  | ----------------------------------------------- |  | --------------
|                            |  |                                                 |  |               
|/s/ William C. Calderara    |  | Chief Executive Officer, President and Director |  | March 31, 2014
|William C. Calderara        |  | (principal executive officer)                   |  |               
|                            |  |                                                 |  |               
|/s/ James Hastings          |  | Executive Vice President and                    |  | March 31, 2014
|James Hastings              |  | Chief Financial Officer                         |  |               
|                            |  | (principal financial and accounting officer)    |  |               
|                            |  |                                                 |  |               
|/s/ Kevin A. Kennedy        |  | Director                                        |  | March 31, 2014
|Kevin A. Kennedy            |  |                                                 |  |               
|                            |  |                                                 |  |               
|/s/ Carlos S. Batista       |  | Director                                        |  | March 31, 2014
|Carlos S. Batista           |  |                                                 |  |               
|                            |  |                                                 |  |               
|/s/ Frederick A. Dlugokecki |  | Director                                        |  | March 31, 2014
|Frederick A. Dlugokecki     |  |                                                 |  |               
|                            |  |                                                 |  |               
|/s/ J. Allen Kosowsky       |  | Director                                        |  | March 31, 2014
|J. Allen Kosowsky           |  |                                                 |  |               
|                            |  |                                                 |  |               
|/s/ Richard M. Famiglietti  |  | Director                                        |  | March 31, 2014
|Richard M. Famiglietti      |  |                                                 |  |               
|                            |  |                                                 |  |               
|/s/ James A. Mengacci       |  | Director                                        |  | March 31, 2014
|James A. Mengacci           |  |                                                 |  |               
|                            |  |                                                 |  |               
|/s/ Orville G. Aarons       |  | Director                                        |  | March 31, 2014
|Orville G. Aarons           |  |                                                 |  |               



63

















NAUGATUCK VALLEY FINANCIAL CORPORATION AND
SUBSIDIARY

CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013, 2012 and 2011

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS












|                                                                                                                  | Page     
|----------------------------------------------------------------------------------------------------------------- | ---------
|                                                                                                                  |          
|Report of Independent Registered Public Accounting Firm – As of and for the Year Ended December 31, 2013          | F-2      
|                                                                                                                  |          
|Report of Independent Registered Public Accounting Firm- As of and for the Year ended December 31, 2012, and 2011 | F-3      
|                                                                                                                  |          
|Consolidated Statements of Financial Condition – December 31, 2013 and December 31, 2012                          | F-4      
|                                                                                                                  |          
|Consolidated Statements of  Income – Years Ended December 31, 2013, 2012 and 2011                                 | F-5      
|                                                                                                                  |          
|Consolidated Statements of Comprehensive Income (Loss)  – Years Ended December 31, 2013, 2012, and 2011           | F-6      
|                                                                                                                  |          
|Consolidated Statements of Stockholders’ Equity – Years Ended December 31, 2013, 2012, and 2011                   | F-7      
|                                                                                                                  |          
|Consolidated Statements of Cash Flows – Years Ended December 31, 2013, 2012 and 2011                              | F-8-F-9  
|                                                                                                                  |          
|Notes to Consolidated Financial Statements                                                                        | F-10-F-61



F-1









Report of Independent Registered Public
Accounting Firm



The Board of Directors and Shareholders

Naugatuck Valley Financial Corporation

Naugatuck, Connecticut





We have audited the accompanying
consolidated statement of financial condition of Naugatuck Valley Financial Corporation and subsidiary (the “Company”)
as of December 31, 2013, and the related consolidated statements of income, comprehensive income (loss), changes in stockholders’
equity, and cash flows for the year then ended. These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based on our audit.



We conducted our audit in accordance
with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over
financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable
basis for our opinion.



In our opinion, the consolidated
financial statements referred to above present fairly, in all material respects, the financial position of Naugatuck Valley Financial
Corporation and subsidiary as of December 31, 2013, and the results of their operations and their cash flows for the year then
ended, in conformity with U.S. generally accepted accounting principles.



/s/ McGladrey, LLP

New Haven, Connecticut

March 31, 2014





F-2







Report of Independent Registered Public
Accounting Firm



The Board of Directors and Shareholders

Naugatuck Valley Financial Corporation:



We have audited the accompanying consolidated
statement of financial condition of Naugatuck Valley Financial Corporation and subsidiary as of December 31, 2012, and the related
consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the
two-year period ended December 31, 2012. These consolidated financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.



We conducted our audits in accordance with the standards of
the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.



In our opinion, the consolidated financial
statements referred to above present fairly, in all material respects, the financial position of Naugatuck Valley Financial Corporation
and Subsidiary as of December 31, 2012, and the results of their operations and their cash flows for each of the years in the two-year
period ended December 31, 2012, in conformity with U.S. generally accepted accounting principles.



/s/ Whittlesey & Hadley, P.C.

Hartford, Connecticut

April 1, 2013



F-3











CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION



|(Dollars in thousands)                                                                                                                                                     |  | 2013 |         |   | 2012 |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ------- | - | ---- | -
|                                                                                                                                                                           |  |      |        
|ASSETS                                                                                                                                                                     |  |      |         |   |      |  
|Cash and due from depository institutions                                                                                                                                  |  | $    | 26,330  |   |      | $
|Federal funds sold                                                                                                                                                         |  |      | 44      |   |      |  
|Cash and cash equivalents                                                                                                                                                  |  |      | 26,374  |   |      |  
|Investment securities available-for-sale, at fair value                                                                                                                    |  |      | 49,771  |   |      |  
|Investment securities held-to-maturity (fair value of $18, 243 and $26,107)                                                                                                |  |      | 18,149  |   |      |  
|Loans held for sale                                                                                                                                                        |  |      | 1,079   |   |      |  
|Loans receivable, net                                                                                                                                                      |  |      | 360,568 |   |      |  
|Accrued income receivable                                                                                                                                                  |  |      | 1,494   |   |      |  
|Foreclosed real estate                                                                                                                                                     |  |      | 1,846   |   |      |  
|Premises and equipment, net                                                                                                                                                |  |      | 9,364   |   |      |  
|Bank owned life insurance                                                                                                                                                  |  |      | 10,132  |   |      |  
|Federal Home Loan Bank of Boston stock, at cost                                                                                                                            |  |      | 5,444   |   |      |  
|Other assets                                                                                                                                                               |  |      | 2,376   |   |      |  
|Total assets                                                                                                                                                               |  | $    | 486,597 |   |      | $
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                                       |  |      |         |   |      |  
|Liabilities                                                                                                                                                                |  |      |         |   |      |  
|Deposits                                                                                                                                                                   |  | $    | 390,847 |   |      | $
|Federal Home Loan Bank ("FHLB") advances                                                                                                                                   |  |      | 25,293  |   |      |  
|Other Borrowed funds                                                                                                                                                       |  |      | 4,173   |   |      |  
|Mortgagors' escrow accounts                                                                                                                                                |  |      | 4,392   |   |      |  
|Other liabilities                                                                                                                                                          |  |      | 3,658   |   |      |  
|Total liabilities                                                                                                                                                          |  |      | 428,363 |   |      |  
|Commitments and contingencies                                                                                                                                              |  |      |         |   |      |  
|Stockholders' equity                                                                                                                                                       |  |      |         |   |      |  
|Preferred stock, $.01 par value; 1,000,000 shares authorized; no shares issued or outstanding                                                                              |  |      | -       |   |      |  
|Common stock, $.01 par value; 25,000,000 shares authorized; 7,002,366 shares issued; 7,002,208 shares outstanding at December 31, 2013 and December 31, 2012, respectively |  |      | 70      |   |      |  
|Paid-in capital                                                                                                                                                            |  |      | 58,757  |   |      |  
|Retained earnings                                                                                                                                                          |  |      | 2,322   |   |      |  
|Unearned employee stock ownership plan ("ESOP") shares (326,751 shares at December 31, 2013 and 359,115 shares at December 31, 2012)                                       |  |      | (2,824  | ) |      |  
|Unearned stock awards (no shares at December 31, 2013 and 200 shares at December 31, 2012)                                                                                 |  |      | -       |   |      |  
|Treasury Stock, at cost (158 shares at December 31, 2013 and                                                                                                               |  |      |         |   |      |  
|December 31, 2012)                                                                                                                                                         |  |      | (1      | ) |      |  
|Accumulated other comprehensive (loss) income                                                                                                                              |  |      | (90     | ) |      |  
|Total stockholders' equity                                                                                                                                                 |  |      | 58,234  |   |      |  
|Total liabilities and stockholders' equity                                                                                                                                 |  | $    | 486,597 |   |      | $



See accompanying Notes to Consolidated Financial Statements



F-4













CONSOLIDATED STATEMENTS OF INCOME



|                                                             |  | For the Years Ended December 31, |       
|------------------------------------------------------------ |  | -------------------------------- | ------
|(In thousands except for per share data)                     |  | 2013                             |       
|                                                             |  |                                  |       
|Interest and dividend income                                 |  |                                  |       
|Interest and fees on loans                                   |  | $                                | 18,971
|Interest and dividends on investments and deposits           |  |                                  | 1,289 
|Total interest income                                        |  |                                  | 20,260
|Interest expense                                             |  |                                  |       
|Interest on deposits                                         |  |                                  | 2,805 
|Interest on borrowed funds                                   |  |                                  | 873   
|Total interest expense                                       |  |                                  | 3,678 
|Net interest income                                          |  |                                  | 16,582
|Provision for loan losses                                    |  |                                  | 4,150 
|Net interest income after provision for loan losses          |  |                                  | 12,432
|Noninterest income                                           |  |                                  |       
|Service charge income                                        |  |                                  | 756   
|Fees for other services                                      |  |                                  | 523   
|Mortgage banking income                                      |  |                                  | 1,289 
|Income from bank owned life insurance                        |  |                                  | 278   
|Income from investment advisory services, net                |  |                                  | 234   
|Net gain on sale of investments                              |  |                                  | -     
|Other income                                                 |  |                                  | 97    
|Recovery from legal settlement                               |  |                                  | -     
|Impairment loss on investment securities                     |  |                                  | (1,812
|Less:  Portion recorded as other comprehensive income (loss) |  |                                  | -     
|Net impairment recognized in earnings                        |  |                                  | (1,812
|Total noninterest income                                     |  |                                  | 1,365 
|Noninterest expense                                          |  |                                  |       
|Compensation, taxes and benefits                             |  |                                  | 10,840
|Office occupancy                                             |  |                                  | 1,935 
|FDIC insurance premiums                                      |  |                                  | 939   
|Professional fees                                            |  |                                  | 2,299 
|Computer processing                                          |  |                                  | 1,297 
|Directors' compensation                                      |  |                                  | 351   
|Insurance and surety bond                                    |  |                                  | 576   
|Advertising                                                  |  |                                  | 465   
|Property taxes on loan sales                                 |  |                                  | 776   
|Expenses on foreclosed real estate, net                      |  |                                  | 874   
|Writedowns on foreclosed real estate                         |  |                                  | 263   
|Office supplies                                              |  |                                  | 228   
|Deposit related charge                                       |  |                                  | -     
|Other expenses                                               |  |                                  | 1,423 
|Total noninterest expense                                    |  |                                  | 22,266
|Income (loss) before tax provision                           |  |                                  | (8,469
|Income tax provision                                         |  |                                  | 370   
|Net income (loss)                                            |  | $                                | (8,839
|                                                             |  |                                  |       
|Earnings (loss) per share - basic and diluted                |  | $                                | (1.33 



See accompanying Notes to Consolidated Financial Statements





F-5













CONSOLIDATED STATEMENTS OF COMPREHENSIVE
INCOME (LOSS)



|(In thousands)                                                                     |  | 2013 |        |   | 2012 |   |         | 2011 | 
|---------------------------------------------------------------------------------- |  | ---- | ------ | - | ---- | - | ------- | ---- | 
|Net income (loss)                                                                  |  | $    | (8,839 | ) |      | $ | (15,248 | )    | 
|Other comprehensive income (loss):                                                 |  |      |        |   |      |   |         |      | 
|Unrealized gain (loss) on securities available-for-sale                            |  |      | (69    | ) |      |   | 163     |      | 
|Reclassification adjustment for gains realized in net income (loss)                |  |      | -      |   |      |   | -       |      | 
|Other comprehensive income (loss) before tax effect                                |  |      | (69    | ) |      |   | 163     |      | 
|Income tax expense (benefit) related to items of other comprehensive income (loss) |  |      | -      |   |      |   | (37     | )    | 
|Other comprehensive income (loss) net of tax effect                                |  |      | (69    | ) |      |   | 200     |      | 
|Total comprehensive income (loss)                                                  |  | $    | (8,908 | ) |      | $ | (15,048 | )    | 



See accompanying Notes to Consolidated Financial Statements



F-6















CONSOLIDATED STATEMENTS OF CHANGES
IN STOCKHOLDERS’ EQUITY












|                                                                                                  |  | Common |    |   | Paid-in |   |        | Retained |  |   | Unearned ESOP |   |  | Unearned Stock |        |   | Treasury |   |     | Accumulated Other Comprehensive |  |   |        |  
|------------------------------------------------------------------------------------------------- |  | ------ | -- | - | ------- | - | ------ | -------- |  | - | ------------- | - |  | -------------- | ------ | - | -------- | - | --- | ------------------------------- |  | - | ------ | -
|(In thousands, except for Share and per share data)                                               |  | Stock  |    |   | Capital |   |        | Earnings |  |   | Shares        |   |  | Awards         |        |   | Stock    |   |     | Income (Loss)                   |  |   | Total  |  
|                                                                                                  |  |        |    |   |         |   |        |          |  |   |               |   |  |                |        |   |          |   |     |                                 |  |   |        |  
|Balance At
    December 31, 2010                                                                  |  | $      | 76 |   |         | $ | 33,786 |          |  | $ | 25,986        |   |  | $              | (1,738 | ) |          | $ | (29 | )                               |  | $ | (6,176 | )
|Net income                                                                                        |  |        | -  |   |         |   | -      |          |  |   | 1,642         |   |  |                | -      |   |          |   | -   |                                 |  |   | -      |  
|Exchange of common stock
    pursuant to reorganization and concurrent second-step stock offering |  |        | (6 | ) |         |   | 25,160 |          |  |   | -             |   |  |                | -      |   |          |   | -   |                                 |  |   | 6,177  |  
|Shares purchased for ESOP
    pursuant to reorganization - 250,380 shares                         |  |        | -  |   |         |   | -      |          |  |   | -             |   |  |                | (2,003 | ) |          |   | -   |                                 |  |   | -      |  
|ESOP shares released - 32,364 shares                                                              |  |        | -  |   |         |   | (45    | )        |  |   | -             |   |  |                | 299    |   |          |   | -   |                                 |  |   | -      |  
|Dividends paid ($0.12 per common share)                                                           |  |        | -  |   |         |   | -      |          |  |   | (614          | ) |  |                | -      |   |          |   | -   |                                 |  |   | -      |  
|Stock based compensation
    awards - 1,498 shares vested                                         |  |        | -  |   |         |   | -      |          |  |   | -             |   |  |                | -      |   |          |   | 15  |                                 |  |   | -      |  
|Stock based compensation
    awards - options                                                     |  |        | -  |   |         |   | 7      |          |  |   | -             |   |  |                | -      |   |          |   | -   |                                 |  |   | -      |  
|Treasury stock acquired
    - 269 shares                                                          |  |        | -  |   |         |   | -      |          |  |   | -             |   |  |                | -      |   |          |   | -   |                                 |  |   | (2     | )
|Other
    comprehensive loss                                                                      |  |        | -  |   |         |   | -      |          |  |   | -             |   |  |                | -      |   |          |   | -   |                                 |  |   | -      |  
|Balance at December 31,
    2011                                                                  |  | $      | 70 |   |         | $ | 58,908 |          |  | $ | 27,014        |   |  | $              | (3,442 | ) |          | $ | (14 | )                               |  | $ | (1     | )
|                                                                                                  |  |        |    |   |         |   |        |          |  |   |               |   |  |                |        |   |          |   |     |                                 |  |   |        |  
|Net loss                                                                                          |  |        | -  |   |         |   | -      |          |  |   | (15,248       | ) |  |                | -      |   |          |   | -   |                                 |  |   | -      |  
|ESOP shares released - 32,364 shares                                                              |  |        | -  |   |         |   | (66    | )        |  |   | -             |   |  |                | 299    |   |          |   | -   |                                 |  |   | -      |  
|Dividends paid ($0.09 per common share)                                                           |  |        | -  |   |         |   | -      |          |  |   | (599          | ) |  |                | -      |   |          |   | -   |                                 |  |   | -      |  
|Stock based compensation
    awards - options                                                     |  |        | -  |   |         |   | -      |          |  |   | (3            | ) |  |                | -      |   |          |   | 11  |                                 |  |   | -      |  
|Other
    comprehensive income                                                                    |  |        | -  |   |         |   | -      |          |  |   | -             |   |  |                | -      |   |          |   | -   |                                 |  |   | -      |  
|Balance at December 31,
    2012                                                                  |  | $      | 70 |   |         | $ | 58,842 |          |  | $ | 11,164        |   |  | $              | (3,143 | ) |          | $ | (3  | )                               |  | $ | (1     | )
|                                                                                                  |  |        |    |   |         |   |        |          |  |   |               |   |  |                |        |   |          |   |     |                                 |  |   |        |  
|Net loss                                                                                          |  |        | -  |   |         |   | -      |          |  |   | (8,839        | ) |  |                | -      |   |          |   | -   |                                 |  |   | -      |  
|ESOP shares released - 32,364 shares                                                              |  |        | -  |   |         |   | (85    | )        |  |   | -             |   |  |                | 319    |   |          |   | -   |                                 |  |   | -      |  
|Stock based compensation
    - 200 shares vested                                                  |  |        | -  |   |         |   | -      |          |  |   | (3            | ) |  |                | -      |   |          |   | 3   |                                 |  |   | -      |  
|Other
    comprehensive loss                                                                      |  |        | -  |   |         |   | -      |          |  |   | -             |   |  |                | -      |   |          |   | -   |                                 |  |   | -      |  
|Balance
    at December 31, 2013                                                                  |  | $      | 70 |   |         | $ | 58,757 |          |  | $ | 2,322         |   |  | $              | (2,824 | ) |          | $ | -   |                                 |  | $ | (1     | )



See accompanying Notes to Consolidated Financial Statements





F-7











CONSOLIDATED STATEMENTS OF CASH FLOWS



|                                                                                     |  | For the Years Ended December 31, |        
|------------------------------------------------------------------------------------ |  | -------------------------------- | -------
|(In thousands)                                                                       |  | 2013                             |        
|Cash flows from operating activities                                                 |  |                                  |        
|Net income (loss)                                                                    |  | $                                | (8,839 
|Adjustments to reconcile net income (loss) to cash provided by operating activities: |  |                                  |        
|Provision for loan losses                                                            |  |                                  | 4,150  
|Depreciation and amortization expense                                                |  |                                  | 684    
|Net loss (gains) on sales of foreclosed assets                                       |  |                                  | 66     
|Writedowns on foreclosed real estate                                                 |  |                                  | 263    
|Gain on sale of loans                                                                |  |                                  | (946   
|Loans originated for sale                                                            |  |                                  | (33,516
|Proceeds from sale of loans held for sale                                            |  |                                  | 36,144 
|Proceeds from sale of credit impaired loans                                          |  |                                  | 15,778 
|Settlement from private mortgage insurance                                           |  |                                  | -      
|Net amortization from investments                                                    |  |                                  | 381    
|Amortization of intangible assets                                                    |  |                                  | -      
|Provision for deferred taxes                                                         |  |                                  | 242    
|Net gain (loss) on investment securities                                             |  |                                  | -      
|Other than temporary impairment on investments                                       |  |                                  | 1,812  
|Stock-based compensation                                                             |  |                                  | 234    
|Net change in:                                                                       |  |                                  |        
|Accrued income receivable                                                            |  |                                  | 267    
|Deferred loan costs                                                                  |  |                                  | (113   
|Cash surrender value of bank owned life insurance                                    |  |                                  | (278   
|Other assets                                                                         |  |                                  | 3,657  
|Other liabilities                                                                    |  |                                  | (431   
|Net cash provided by (used in) operating activities                                  |  |                                  | 19,555 
|Cash flows from investing activities                                                 |  |                                  |        
|Proceeds from maturities and repayments of available-for-sale securities             |  |                                  | 5,512  
|Proceeds from sale of available-for-sale securities                                  |  |                                  | 755    
|Proceeds from maturities of held-to-maturity securities                              |  |                                  | 6,990  
|Redemption of Federal Home Loan Bank stock                                           |  |                                  | 473    
|Purchase of available-for-sale securities                                            |  |                                  | (21,183
|Purchase of held-to-maturity securities                                              |  |                                  | -      
|Loan originations net of principal payments                                          |  |                                  | 21,619 
|Purchase of premises and equipment                                                   |  |                                  | (557   
|Proceeds from the sale of foreclosed assets                                          |  |                                  | 676    
|Net cash provided by (used in) investing activities                                  |  |                                  | 14,285 



See accompanying Notes to Consolidated Financial Statements



F-8













CONSOLIDATED
STATEMENTS OF CASH FLOWS- (Continued)



|                                                                                     |  | For the Years Ended December 31, |        
|------------------------------------------------------------------------------------ |  | -------------------------------- | -------
|(In thousands)                                                                       |  | 2013                             |        
|Cash flows from financing activities                                                 |  |                                  |        
|Net change in time deposits                                                          |  |                                  | (21,196
|Net change in other deposit accounts                                                 |  |                                  | 9,141  
|Advances in borrowed funds                                                           |  |                                  | -      
|Repayment of FHLB advances                                                           |  |                                  | (16,183
|Net change in mortgagors' escrow accounts                                            |  |                                  | (236   
|Change in other borrowings                                                           |  |                                  | (2,221 
|Proceeds from stock offerings, net of offering costs                                 |  |                                  | -      
|Purchase of shares by employee stock option plan pursuant to reorganization          |  |                                  | -      
|Common stock repurchased                                                             |  |                                  | -      
|Cash dividends to common stockholders                                                |  |                                  | -      
|Net cash provided by (used in) financing activities                                  |  |                                  | (30,695
|Net change in cash and cash equivalents                                              |  |                                  | 3,145  
|Cash and cash equivalents at beginning of period                                     |  |                                  | 23,229 
|Cash and cash equivalents at end of period                                           |  | $                                | 26,374 
|Supplementary Disclosures of Cash Flow Information:                                  |  |                                  |        
|Non-cash investing activities:                                                       |  |                                  |        
|Mortgage loans securitized into mortgage-backed securities                           |  | $                                | 13,495 
|Transfer of loans to foreclosed assets                                               |  | $                                | 2,116  
|Cash paid for:                                                                       |  |                                  |        
|Interest on deposits and borrowed funds                                              |  | $                                | 3,726  
|Income taxes                                                                         |  | $                                | -      
|Cash received from income tax refunds                                                |  | $                                | 3,102  
|Unrealized (losses) gains on available for sale securities arising during the period |  | $                                | (311   



See accompanying Notes to Consolidated Financial Statements





F-9







NOTE 1 - DESCRIPTION OF BUSINESS
AND BASIS OF PRESENTATION



(a)           	Nature
of Operations



Naugatuck Valley Financial Corporation
(“Naugatuck Valley Financial” or the “Company”) is a stock savings bank holding company incorporated in
the State of Maryland. The Company is primarily engaged in the business of planning, directing and coordinating the business activities
of its wholly-owned subsidiary bank, Naugatuck Valley Savings and Loan (“Naugatuck Valley Savings” or the “Bank”).
The Company became the holding company for the Bank effective September 30, 2004.



Naugatuck Valley Savings is a federally
chartered stock savings association and has served its customers in Connecticut since 1922. The Bank operates as a community-oriented
financial institution dedicated to serving the financial services needs of consumers and businesses with a variety of deposit and
lending products from its full service banking offices in the Greater Naugatuck Valley region of southwestern Connecticut. The
Bank attracts deposits from the general public and uses those funds to originate one-to-four family, multifamily and commercial
real estate, construction, commercial business and consumer loans.



Naugatuck Valley Savings has two wholly-owned
subsidiaries, Naugatuck Valley Mortgage Servicing Corporation and Church Street OREO One, LLC. Naugatuck Valley Mortgage Servicing
Corporation qualifies and operates as a passive investment company pursuant to Connecticut legislation. Church Street OREO One,
LLC was established in February 2013 to hold properties acquired through foreclosure as well as from non judicial proceedings.



(b)	           Basis
of Presentation



The accompanying consolidated financial
statements include the accounts of the Company, the Bank and the Bank’s wholly-owned subsidiaries, Naugatuck Valley Mortgage
Servicing Corporation and Church Street OREO One, LLC. The consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America (“GAAP”) and with the instructions to Securities
and Exchange Commission (“SEC”) Form 10-K. All significant intercompany accounts and transactions have been eliminated
in consolidation.



In preparing the consolidated financial
statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities as of the date
of the statement of financial condition, and the reported amounts of income and expenses for the reporting period. Actual results
could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near-term
relate to the determination of the allowance for loan losses, the valuation of real estate acquired in connection with foreclosure
or in satisfaction of loans, deferred income taxes and the valuation and the evaluation for other than temporary impairment (“OTTI”)
on investment securities. While management uses available information to recognize losses and properly value these assets, future
adjustments may be necessary based on changes in economic conditions, both in Connecticut and nationally.



The Company’s only business segment
is Community Banking. This segment represented all of the revenues, income and assets of the consolidated Company, and therefore,
is the only reported segment as defined by FASB ASC 820, Segment Reporting.



Management has evaluated subsequent events
for potential recognition or disclosure in the financial statements. No subsequent events were identified that would require a
change to the consolidated financial statements or disclosure in notes to the consolidated financial statements.



(c)	            Summary
of Significant Accounting Policies



The accounting and reporting policies of
the Company and its subsidiary conform to generally accepted accounting principles in the United States of America (“GAAP”).
Such policies have been followed on a consistent basis. The significant accounting policies of the Company are summarized below.



F-10











Cash Equivalents



For purposes of reporting cash flows, cash
equivalents include cash on hand, amounts due from banks and federal funds sold. Generally, federal funds are purchased and sold
for one day periods.



Investment Securities



Investments are accounted for in accordance
with the intent of management at the time of purchase. If management has the intent and the Company has the ability at the time
of purchase to hold debt securities until maturity, they are classified as held-to-maturity. These securities are carried at historical
cost adjusted for the amortization of premiums and accretion of discounts, which are recognized as adjustments to interest income.



Securities to be held for indefinite periods
of time, but not necessarily until maturity, are classified as available-for-sale and are carried at fair value with unrealized
gains and losses reported as a separate component of stockholders’ equity net of estimated income taxes. The Company has
no securities held for trading.



Investment securities are reviewed at each
reporting period for other-than-temporary impairment. For debt securities, an unrealized loss is generally deemed to be other-than-temporary
and a credit loss is deemed to exist if the present value of the expected future cash flows is less than the amortized cost basis.
The credit loss component of an other-than-temporary impairment write-down is recorded in earnings, while the remaining portion
of the impairment loss is recognized in other comprehensive income (loss), provided the Company does not intend to sell the underlying
debt security and it is more likely than not that the Company will not be required to sell the debt security prior to recovery.
In determining whether a credit loss exists and the period over which the fair value of the debt security is expected to recover,
management considers the following factors: the length of time and extent that fair value has been less than cost, the financial
condition and near term prospects of the issuer, any external credit ratings, the level of excess cash flows generated from the
underlying collateral supporting the principal and interest payments of the debt securities, the level of credit enhancement provided
by the structure and the Company's ability and intent to hold the security for a period sufficient to allow for any anticipated
recovery in fair value. If an equity security is deemed other-than-temporarily impaired, the full impairment is considered credit
related and a charge to earnings is recorded.



Gains or losses on the sales of securities
are recognized at trade date utilizing the specific identification method.



Transfers of debt securities into the held
to maturity classification from the available for sale classification are made at fair value on the date of transfer. The unrealized
holding gain or loss on the date of transfer is retained in accumulated other comprehensive income and in the carrying value of
the held to maturity securities. Such amounts are amortized over the remaining contractual lives of the securities by the interest
method.





Loans Held For Sale



Loans held for sale are reported at the
lower of cost or fair value, in the aggregate, with any adjustment for net unrealized losses reported in non-interest income. Management
identifies and designates as loans held for sale certain newly-originated adjustable-rate and fixed-rate residential mortgage loans
that meet secondary market requirements, as these loans are originated with the intent to sell. From time to time, management may
also identify and designate residential mortgage loans held in the portfolio for sale. These loans are transferred to loans held
for sale at the lower of cost or fair value at the time of transfer and the resulting unrealized loss (if any) is reported in non-interest
income.



F-11









Loans Receivable



Loans receivable are stated at
unpaid principal balance less undisbursed proceeds on construction loans, deferred loan fees and the allowance for loan
losses. Interest on loans receivable is accrued as earned based on respective interest rates included in the loan contract
applied to principal amounts outstanding. Loans are considered past due or delinquent when principal or interest payments are
past due 30 days or more. Loans on which the accrual of interest has been discontinued are designated as nonaccrual loans.
Delinquent loans may remain on accrual status between 30 days and 89 days past due. The accrual of interest is discontinued
at the time the loan is 90 days delinquent unless the loan is well secured and in the process of collection. Loans are placed
on nonaccrual status at an earlier date if collection of the contractual principal or interest is doubtful. All interest
accrued but not collected on loans deemed nonaccrual during the period is reversed against interest income in that period.
The interest payments received on nonaccrual loans are accounted for on the cash-basis or cost recovery method, whereby the
interest payment is applied to the principal balance of the loan, until qualifying for return to accrual status. Loans may be
returned to the accrual status when improvements in credit quality eliminate the doubt as to the full collectability of both
interest and principal and a period of sustained performance has occurred. Substantially all loans that are nonaccrual are
also impaired. Income recognition on impaired loans conforms to that used on nonaccrual loans.



Loan Fees



Loan origination fees and certain direct
loan origination costs are deferred and the net amount is amortized on a level-yield basis as an adjustment to the related loan
yield over its contractual life. In the event the loans are sold, the net unamortized deferred loan origination fees or costs are
recognized as a component of the gains or losses on the sales of loans. Unamortized net fees are also recognized as an adjustment
to interest income on loans upon early repayment of the related loans.



Impaired loans



Impaired loans consist of nonaccrual loans
and troubled debt restructurings (“TDRs”) in accordance with applicable authoritative accounting guidance. With the
exception of loans that were restructured and still accruing interest, a loan is considered impaired when, based on current information
and events, it is probable that the Company will be unable to collect all scheduled principal and interest due according to the
contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral
value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant
payment delays and payment shortfalls generally are not classified as impaired. Loans deemed to be impaired are generally classified
as nonaccrual and as such are included in non-performing assets.



Impairment is measured on a loan-by-loan
basis by estimating the value of the loan based on the present value of expected future cash flows discounted at the loan’s
initial effective interest rate or the fair value of the underlying collateral less costs to sell, if repayment of the loan is
considered collateral-dependent.



Troubled debt restructurings



TDRs are loans for which the original contractual
terms of the loans have been modified and both of the following conditions exist: (i) the restructuring constitutes a concession
(including reduction of interest rates or extension of maturity dates) and (ii) the borrower is either experiencing financial difficulties
or absent such concessions, it is probable the borrower would experience financial difficulty complying with the original terms
of the loan. Loans are not classified as TDRs when the modification is short-term or results in only an insignificant delay or
shortfall in the payments to be received. The Company’s TDRs are determined on a case-by-case basis in connection with ongoing
loan collection processes.



The Company does not accrue interest on
any TDRs unless it believes collection of all principal and interest under the modified terms is reasonably assured. Generally,
six consecutive months of payment performance by the borrower under the restructured terms is required before a TDR is returned
to accrual status assuming the loan is restructured at market rates. However, the period could vary depending upon the individual
facts and circumstances of the loan.



For a TDR to begin accruing interest, the
borrower must demonstrate both some level of performance and the capacity to perform under the modified terms. A history of timely
payments and adherence to financial covenants generally serve as sufficient evidence of the borrower’s performance. An evaluation
of the borrower’s current creditworthiness is used to assess whether the borrower has the capacity to repay the loan under
the modified terms. This evaluation includes an estimate of expected cash flows, evidence of strong financial position, and estimates
of the value of collateral, if applicable.



F-12









Allowance for Loan Losses



The allowance for loan losses (“ALLL”) is established by a provision charged to earnings and
is maintained at a level considered adequate to provide for probable loan losses based on management’s evaluation of known
and inherent risks in the loan portfolio. The Company’s allowance for loan losses methodology consists of three elements:
(i) specific valuation allowances determined in accordance with FASB ASC 310 based on probable losses on specific impaired loans;
(ii) historical loss factor determined in accordance with FASB ASC 450 based on historical loan loss experience for similar loans
with similar characteristics and trends; and (iii) a collection of qualitative factors in accordance with FASB ASC 450 to reflect
the impact of current general economic conditions and other qualitative risk factors both internal and external to the Company.
The historical loss factor and the aggregate of the qualitative risk factors are combined and multiplied against the outstanding
principal balance of loans in the pool of similar loans with similar characteristics. The Company’s pools of similar loans
are grouped by class of loan. When a loan or portion of a loan is considered uncollectible, it is charged against the allowance
for loan losses. Recoveries of loans previously charged-off are credited to the allowance when collected.



Management periodically reviews the ALLL
to identify known and inherent losses and to assess the overall collection probability for the loan portfolio. The evaluation process
begins with an evaluation of individual loans that are considered impaired. For these loans, an allowance is established based
on either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s
observable market price or, for loans that are considered collateral dependent, the fair value of the collateral.



All other loans are segregated into segments
based on similar risk factors. Each of these groups is then evaluated based on several factors to estimate credit losses. For each
category of loans with similar risk characteristics, management will determine the historical loss rate based on the Bank’s
most recent two year loss experience. Historical loss rates provide a reasonable starting point for the Bank’s analysis;
however, this analysis and the loss trends do not form a sufficient basis, by themselves, to determine the appropriate level of
allowance for loan loss. Management also considers qualitative and environmental factors for each loan segment that are likely
to impact, directly or indirectly, the inherent loss exposure of the loan portfolio. These factors include, but are not limited
to, the following: changes in the amount and severity of delinquencies, non-accrual and adversely classified loans, changes in
local, regional and national economic conditions that will affect the collectability of the portfolio, changes in the nature and
volume of loans in the portfolio, changes in concentrations of credit, lending area, industry concentrations or types of borrowers,
changes in lending policies, procedures, competition, management, portfolio mix, pricing, loan to value trends, extension and modification
requests and loan quality trends such as the changes and the trend in charge-offs and recoveries, the changes in the volume of
Watch and Special Mention loans and the changes in the quality of the Bank’s loan review system. This analysis establishes
factors that are applied to each of the segmented groups of loans to determine the appropriate level of loan loss allowance.



The ALLL evaluation is inherently subjective,
as it requires estimates that are susceptible to significant revision as more information becomes available. While management utilizes
its best judgment and information to recognize losses on loans, future additions to the ALLL may be necessary based on changes
in environmental factors. The Office of the Comptroller of the Currency (“OCC”), the Bank’s primary regulator,
as an integral part of its examination process, periodically reviews the ALLL and may require the Company to make additional provisions
for estimated losses based on their judgments about information available to them at the time of their examination. The Company
believes the ALLL is appropriate given all of the above considerations.



F-13













Mortgage Banking Operations and
Mortgage Servicing Rights



The Bank sells one-to-four-family residential
mortgage loans on either a servicing released or a serving retained basis. On a loan sold where servicing was retained, the Bank
determines at the time of sale the value of the retained servicing rights, which represents the present value of the differential
between the contractual servicing fee and adequate compensation, defined as the fee a sub-servicer would require to assume the
role of servicer, after considering the estimated effects of prepayments. If material, a portion of the gain on the sale of the
loan is recognized as due to the value of the servicing rights, and a mortgage servicing asset is recorded. For loans sold servicing
released, a cash gain or loss is recognized to the extent that the sales proceeds of the mortgage loans sold exceed or are less
than the net book value at the time of sale. Income from the mortgage loans brokered to other lenders is recognized in income on
date of loan closing.



Commitments to sell one-to-four family
residential mortgage loans are made primarily during the period between the taking of the loan application and the closing of the
mortgage loan. The timing of making these sale commitments is dependent upon the timing of the borrower’s election to lock-in
the mortgage interest rate and fees prior to loan closing. Most of these sales commitments are made on a best-efforts basis whereby
the Bank is only obligated to sell the mortgage if mortgage loan is approved and closed by the Bank. Commitments to fund mortgage
loans (rate lock commitments) to be sold into the secondary market and forward commitments for the future delivery of these mortgage
loans are accounted for as free standing derivatives. Fair values of these derivatives are estimated based on changes in mortgage
interest rates from the date the interest rate on the loan is locked. The Company enters into forward commitments for the future
delivery of mortgage loans when interest rate locks are entered into, in order to hedge the change in interest rates resulting
from its commitments to fund the loans. Changes in the fair values of these derivatives are included in gains or losses on sales
of loans. The fair value of these derivative instruments was not significant at December 31, 2013 and 2012.



Servicing assets are reported in other
assets and amortized in proportion to and over the period during which estimated servicing income will be received. Servicing loans
for others consists of collecting mortgage payments, maintaining escrow accounts, disbursing payments to investors, and processing
foreclosures. Loan servicing income is recorded when earned and represents servicing fees from investors and certain charges collected
from borrowers, such as late payment fees. The Company has fiduciary responsibility for related escrow and custodial funds.



Servicing assets are recognized as separate
assets when rights are acquired through the sale of financial assets. For sales of mortgage loans originated by the Bank, a portion
of the cost of originating the loan is allocated to the servicing retained right based on fair value. Fair value is based on market
prices for comparable mortgage servicing contracts, when available, or alternately, is based on a valuation model that calculates
the present value of estimated future net servicing income. The valuation model incorporates assumptions that market participants
would use in estimating future net servicing income, such as the cost to service, the discount rate, the custodial earnings rate,
an inflation rate, ancillary income, prepayment speeds and default rates and losses. Capitalized servicing rights are amortized
into interest income in proportion to, and over the period of, the estimated future net servicing income of the underlying financial
assets. Servicing assets are evaluated for impairment based upon fair value of the rights as compared to amortized cost. Servicing
fee income is recorded for fees earned for servicing loans. The fees are based on a contractual percentage of the outstanding principal
and are recorded as income when earned.



The Bank has engaged an independent third
party to perform the servicing rights analysis on a quarterly basis. The initial fair value of loan servicing rights is amortized
on a level yield basis over the period of estimated net servicing revenue and such amortization is included in the consolidated
statement of income as a reduction of loan servicing fee income. Servicing rights are evaluated for impairment by comparing their
aggregate carrying amount to their fair value. The fair value of loan servicing rights is estimated using a present value cash
flow model. The most important assumptions used in the valuation model are the anticipated rate of loan prepayments and discount
rates. All assumptions are based on standards used by market participants. Impairment is recognized as an adjustment to loan servicing
income.



F-14











Foreclosed real estate



Real estate properties acquired through
loan foreclosure and other partial or total satisfaction of problem loans are carried at the lower of fair value or the related
loan balance at the date of foreclosure. Losses arising at the time of acquisition of such properties are charged against the allowance
for loan losses.



Valuations are periodically performed by
management and if the carrying value of a property subsequent to its acquisition exceeds its fair value less estimated disposal
costs, the carrying value is written down and charged to expense. Any subsequent write-downs in the carrying value and expenses
incurred to maintain the properties are charged to expense. Costs relating to the development and improvement of the property are
capitalized, subject to the limit of fair value of the collateral. Gains or losses are included in operations upon disposal.



Premises and equipment



Premises and equipment are stated at cost
less accumulated depreciation. Depreciation and amortization expense is computed using the straight-line method over the estimated
useful life of an asset. Estimated useful lives range from three to ten years for furniture and equipment, 39 years for the banking
offices, and the initial lease term for leasehold improvements. Land is not depreciated.



Expenditures for replacements or major
improvements are capitalized. Expenditures for normal maintenance and repairs are charged to expense as incurred. Upon the sale
or retirement of premises and equipment, the cost and accumulated depreciation are removed from their respective accounts and any
gain or loss is included in income.



Transfers of financial assets



Transfers of financial assets are accounted for as sales when
control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have
been isolated from the Company, put presumably beyond the reach of the transferor and its creditors, even in bankruptcy or other
receivership, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to
pledge or exchange the transferred assets and no condition both constrains the transferee from taking advantage of that right and
provides more than a trivial benefit for the transferor, and (3) the transferor does not maintain effective control over the transferred
assets through either (a) an agreement that both entitles and obligates the transferor to repurchase or redeem the assets before
maturity or (b) the ability to unilaterally cause the holder to return specific assets, other than through a cleanup call.



Bank owned life insurance



Bank-owned
life insurance (“BOLI”) represents the cash surrender value of life insurance policies on certain current and former
employees of the Company. BOLI is carried in the consolidated statements of financial condition at its cash surrender value. Increases
in the cash value of the policies, as well as proceeds received, are recorded in noninterest income, and are not subject to income
taxes. Under some of these policies, the beneficiaries receive a portion of the death benefit. The net present value of the future
death benefits scheduled to be paid to the beneficiaries was $37,000 and $24,000 at December 31, 2013 and 2012, respectively, and
is reflected in “Other Liabilities” on the consolidated statements of financial condition.



Income from investment advisory
services, net



In
conjunction with a third party, one employee of the Bank is licensed to sell non-deposit investment products, including mutual
funds, annuities and other insurance products. The Bank records, as noninterest income, revenues earned from product sales in accordance
with the terms of revenue sharing agreements with the third party, net of certain marketing and other expenses shared with the
third party. The Bank currently employs this individual authorized to sell these products and pays most of the direct costs related
to the sales activities. These costs are charged to expense as incurred, and are classified primarily in compensation and benefits
expense.



F-15







Income taxes



The Bank recognizes income taxes under
the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective
tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or settled. Deferred tax assets and liabilities are reduced
by a valuation allowance when, in the opinion of management, it is more-likely-than-not that all or some portion of the deferred
tax assets will not be realized. As of December 31, 2013 and December 31, 2012, valuation allowances of $8.7 million and $5.4 million,
respectively, were established because management believes it is more likely than not that the net balance of the deferred tax
asset will not be realized.



When tax returns are filed, it is highly
certain that some positions taken would be sustained upon examination by taxing authorities, while others are subject to uncertainty
about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position
is recognized in the financial statements in the period during which, based on all available evidence, management believes it is
more-likely-than-not that the position will be sustained upon examination, including the resolution of appeals or litigation processes,
if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not
recognition threshold are measured as the largest amount of tax benefit that is more than 50% likely of being realized upon settlement
with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured
as described above is reflected as a liability for unrecognized tax benefits along with any associated interest and penalties that
would be payable to the taxing authorities upon examination. The Company determined that it had no liabilities for uncertain tax
positions at December 31, 2013 and 2012.



Interest and penalties related to income
taxes, if any, are presented within non-interest expense.



The Company has a tax allocation agreement
with the Bank electing to file consolidated federal income tax returns. The tax allocation agreement indicates that income tax
liabilities, refunds, payments and all other adjustments will be allocated to each entity using the separate return method. The
Company and the Bank file separate corporate income tax returns for the State of Connecticut.



Earnings (loss) per share



Basic earnings (loss) per share (“EPS”)
is computed by dividing income (loss) available to common stockholders by the weighted-average number of common shares outstanding
for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock
were exercised or converted into common stock or resulted in the issuance of common stock that then shared in our earnings. Unallocated
common shares held by the employee stock ownership plan are not included in the weighted-average number of common shares outstanding
for either basic or diluted earnings per share calculations.



Retirement plans and other post retirement
benefits



The Company sponsors a defined benefit
pension plan (which was frozen in 2005) and a defined contribution 401(k) plan for eligible employees in addition to other post
retirement benefits.



Pension Plan



The Company participates in the Pentegra
Defined Benefit Plan for Financial Institutions, a tax-qualified defined benefit pension plan (the “Pentegra Plan”).
The Pentegra Plan’s Employer Identification Number is 13-5645888 and the plan number is 333. The Pentegra Plan operates as
a multi-employer plan for accounting purposes and as a multiple-employer plan under the Employee Retirement Income Security Act
1974 and the Internal Revenue Code. There are no collective bargaining agreements in place that require contributions to the Pentegra
Plan. The Pentegra Plan is a single plan under Internal Revenue Code Section 413(c) and, as a result, all of the assets stand behind
all of the liabilities. Accordingly, contributions made by a participating employer may be used to provide benefits to participants
of other participating employers.



F-16











The plan was amended, effective September
1, 2005, and is considered frozen, with no new participants being accepted. No future compensation will be considered for benefit
accruals, and there will be no future credited service, service accruals, or additional accrued benefits.



Defined Contribution Plan



The Bank has a defined contribution 401(k)
plan for eligible employees. The Bank provides 75% matching of employee contributions on up to 6% of the employee’s salary.
The Bank’s contribution vests over a six year graded vesting schedule.



Healthcare Benefits



In addition to providing retirement benefits,
the Company has provided certain healthcare, life insurance and other post retirement benefits. Under this program, substantially
all of the Bank’s employees hired prior to February 2007 could become eligible for those benefits. The Company’s policy
is to accrue the expected cost of providing those benefits during the year the employee renders the necessary service.



Stock Based Compensation



The Company maintains a number of stock-based
incentive programs, which are discussed in more detail in Note 13. Compensation cost is recognized for stock options and restricted
stock awards issued to employees and directors, based on the fair value of these awards at the date of grant. The Company did not
grant stock option awards nor any restricted stock for the years ended December 31, 2013 or 2012. The fair value of stock options
previously granted is estimated on the date of grant using the Black-Scholes-Merton option pricing model. The market price of the
Company’s common stock at the date of grant is used for the stock option or restricted stock awards. Compensation cost is
recognized over the required service period, generally defined as the vesting period, on a straight-line basis.



Deferred Compensation Plan



The Company sponsors
a Deferred Compensation Plan under which certain non-employee directors may elect to defer up to 100% of their compensation in
the form of either cash or stock appreciation rights (“SARs”). If a deferral is made in SARs, then at the time of distribution
an individual will receive in cash the value of an equivalent number of shares of the Company’s stock that could have been
purchased at the time of deferral, and any dividends thereon during the deferral period. If the deferral is made in cash, interest
is earned on the accumulated deferred balances based on the ten year U.S. Treasury yield. Generally, a participant’s account
is payable upon the earliest of the participant’s separation from service with the Company, the participant’s death
or disability or a specified date that is elected by the participant in accordance with applicable rules of the Internal Revenue
Code. The Company’s obligation to make payments under the Plan is a general obligation of the Company and is to be paid from
the Company’s general assets. As such, participants are general unsecured creditors of the Company with respect to their
participation under the Plan. The Company records a liability within accrued expenses and other liabilities on the consolidated
statement of financial condition for the accumulated balances due under this plan.



Comprehensive Income



Accounting principles generally require
that recognized revenue, expenses, gains and losses be included in net income (loss). Although certain changes in assets and liabilities,
such as unrealized gains and losses on available-for-sale securities, are reported as a separate component of the stockholders’
equity section of the statement of financial condition, such items, along with a net income (loss), are components of comprehensive
income (loss).



F-17















Fair value measurement



The Company uses fair value measurements
to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Fair value is the price
that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on
the measurement date. Fair value is best determined upon quoted market prices. However, in certain instances, there are no quoted
market prices for certain assets or liabilities. In cases where quoted market prices are not available, fair values are based on
estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used,
including the discount rate and estimate of future cash flows. Accordingly, the fair value estimates may not be realized in an
immediate settlement of the asset or liability.



Fair value measurements focus on exit prices
in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement
date under current market conditions. If there had been a significant decrease in the volume and level of activity for the asset
or liability, a change in the valuation technique or the use of multiple valuation techniques may be appropriate. In such instances,
determining the price at which willing market participants would transact at the measurement date under current market conditions
depends on the facts and circumstances and requires the use of significant judgment.



The Company’s fair value measurements
are classified into a fair value hierarchy based on the markets in which the assets and liabilities are traded and the reliability
of the assumptions used to determine fair value. The three categories within the hierarchy are as follows:



| | Level 1 — | Quoted prices in active markets for identical
assets or liabilities.
| | --------- | --------------------------------------------------------------------

| | Level 2 — | Observable inputs other than Level 1 prices
such as quoted prices for similar assets or liabilities in active markets; quoted prices in markets that are not active; and model-based
valuation techniques for which all significant inputs are observable or can be corroborated by observable market data for substantially
the full term of the assets or liabilities.
| | --------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Level 3	— | Significant unobservable inputs that reflect
a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.
| | --------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



Valuation techniques based on unobservable
inputs are highly subjective and require judgments regarding significant matters such as the amount and timing of future cash flows
and the selection of discount rates that may appropriately reflect market and credit risks. Changes in these judgments often have
a material impact on the fair value estimates. In addition, since these estimates are as of a specific point in time, they are
susceptible to material near-term changes. The fair values disclosed do not reflect any premium or discount that could result from
the sale of a large volume of a particular financial instrument, nor do they reflect the possible tax ramifications or estimated
transaction costs.





Accounting standards require disclosure
of the estimated fair value of financial instruments including both assets and liabilities recognized and not recognized in the
statement of financial condition, for which it is practicable to estimate fair value. The calculation of fair value estimates of
financial instruments is dependent upon certain subjective assumptions and involves significant uncertainties. Changes in assumptions
could significantly affect the estimates. These estimates do not reflect any possible tax ramifications, estimated transaction
costs or any premium or discount that could result from offering the Company's entire holdings of a particular financial instrument.



Accounting standards update



Recently
Adopted Accounting Guidance



Reporting of Amounts Reclassified Out
of Accumulated Other Comprehensive Income: In February 2013, the FASB issued Accounting Standards Update (“ASU”)
2013-02. This update requires entities to provide information about the amounts reclassified out of accumulated other comprehensive
income by component. In addition, entities are required to present, either on the face of the statement where net income is presented
or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of
net income. The Company adopted this update during the quarter ended March 31, 2013. The adoption of this guidance did not have
a material impact on the Company's consolidated financial statements.





F-18









Balance Sheet — Disclosures about
Offsetting Assets and Liabilities:In December 2011, the FASB issued ASU 2011-11 which requires an entity to disclose both
gross and net information about financial instruments, such as sales and repurchase agreements and reverse sale and repurchase
agreements and securities borrowing/lending arrangements, and derivative instruments that are eligible for offset in the statement
of financial position and/or subject to a master netting arrangement or similar agreement. This update became effective in the
quarter ended March 31, 2013. The adoption of this guidance did not have a material impact on the Company's consolidated financial
statements.



Recently
Issued Accounting Guidance



Income Taxes- Presentation of an
Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists(a consensus of the FASB Emerging Issues Task Force). In July 2013, the FASB issued ASU 2013-11. Per this ASU, an unrecognized
tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred
tax asset for a net operating loss carryforward, a similar tax loss, or tax credit carryforward, except as follows. To the extent
a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under
the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax
position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use,
the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability
and should not be combined with deferred tax assets. The ASU is effective for fiscal years, and the interim periods within those
years, beginning after December 15, 2013. The adoption of this guidance is not expected to have a material impact on the Company’s
consolidated financial statements.



Receivables – Troubled Debt
Restructurings By Creditors: In January 2014, the FASB issued ASU 2014-04. This update clarifies
that when an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession
of the residential real estate property collateralizing a consumer mortgage loan, upon either: (i) the creditor obtaining legal
title to the property upon completion of the foreclosure; or (ii) the borrower conveying all interest in the property to the creditor
to satisfy the loan through completion of a deed-in-lieu of foreclosure or through a similar legal agreement. ASU 2014-04 is effective
for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2014 and is not expected to have
a material impact upon the Company’s consolidated financial statements.



Reclassification



Certain reclassifications have been made
to the prior period financial statements to conform to the current reporting presentation. These reclassifications only changed
the reporting categories but did not affect the results of operations or financial position.



NOTE 2 - REGULATORY MATTERS



Effective January 17, 2012, the Bank entered
into a written Formal Agreement (the “Agreement”) with the Office of the Comptroller of the Currency (the “OCC”).
The Agreement requires the Bank to take various actions, within prescribed time frames, with respect to certain operational areas
of the Bank, including the following:

| | · | Restricts the Bank from declaring or paying
any dividends or other capital distributions to the Company without prior written regulatory approval. This provision relates to
up streaming intercompany dividends or other capital distributions from the Bank to the Company.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Provide prior written notice to the OCC
before appointing an individual to serve as a senior executive officer or as a director of the Bank.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------







F-19







| | · | Restricts the Bank from entering into,
renewing, extending or revising any contractual arrangement relating to the compensation or benefits for any senior executive officer
of the Bank, unless the Bank provides the OCC with prior written notice of the proposed transaction.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Subjects the Bank to six month financial
and operational examination review. The most recent examination occurred in the first quarter of 2014 and the examination report
has not yet been received.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In April and May 2013, additional senior
management team members were retained to assist the new CEO (who was hired in September 2012) to address the provisions of the
Agreement.



The Agreement and each of its provisions
will remain in effect until these provisions are amended in writing by mutual consent or waived in writing by the OCC or terminated
in writing by the OCC.





The OCC regulations require savings institutions
to maintain minimum levels of regulatory capital. Effective June 4, 2013, the OCC imposed individual minimum capital requirements
(“IMCRs”) on the Bank. The IMCRs require the Bank to maintain a Tier 1 leverage capital to adjusted total assets ratio
of at least 9.00% and a total risk-based capital to risk-rated assets ratio of at least 13.00%. Before the establishment of the
IMCRs, the Bank had been operating under these capital parameters by self-imposing these capital levels as part of the capital
plan the Bank was required to implement under the terms of the previously disclosed January 2012 Formal Agreement between the Bank
and the OCC. The Bank exceeded the IMCRs at December 31, 2013, with a Tier 1 leverage ratio of 11.04% and a total risk-based capital
ratio of 18.01%.



As a source of strength to its subsidiary
bank, the Company had liquid assets of approximately $3.07 million at December 31, 2013, which the Company could contribute to
the Bank if needed, to enhance the Bank’s capital levels. If the Company had contributed those assets to the Bank as of December
31, 2013, the Bank would have had a Tier 1 leverage ratio of approximately 11.67%.



On May 21, 2013, the Company entered into
a Memorandum of Understanding (“MOU”) with the Federal Reserve Bank of Boston. Among other things, the MOU prohibits
the Company from paying dividends, repurchasing its stock or making other capital distributions without prior written approval
of the Federal Reserve Bank of Boston.



As a savings and loan holding company regulated
by the Federal Reserve Board, the Company is not currently subject to specific regulatory capital requirements. The Dodd- Frank
Act, however, requires the Federal Reserve Board to promulgate consolidated capital requirements for depository institution holding
companies that are no less stringent, both quantitatively and in terms of components of capital, than those applicable to institutions
themselves. There is a five-year transition period from the July 21, 2010 effective date of the Dodd- Frank Act before the capital
requirements will apply to savings and loan holding companies.



The following table is a summary of the Company’s consolidated
capital amounts and ratios and the Bank’s actual capital amounts and ratios as computed under the standards established by
the Federal Deposit Insurance Act at December 31, 2013.



F-20









|At December 31, 2013          |  | Adequately Capitalized Requirements |        |  | Individual Minimum Capital Requirements (3) |  |      | Actual | 
|----------------------------- |  | ----------------------------------- | ------ |  | ------------------------------------------- |  | ---- | ------ | 
|(Dollars in thousands)        |  | $                                   |        |  | %                                           |  |      | $      | 
|The Company Consolidated      |  |                                     |        |  |                                             |  |      |        | 
|Tier 1  Leverage Capital (1)  |  |                                     | N/A    |  |                                             |  | N/A  |        | 
|Tier 1 Risk-Based Capital (2) |  |                                     | N/A    |  |                                             |  | N/A  |        | 
|Total Risk-Based Capital (2)  |  |                                     | N/A    |  |                                             |  | N/A  |        | 
|The Bank                      |  |                                     |        |  |                                             |  |      |        | 
|Tier 1  Leverage Capital (1)  |  | $                                   | 19,545 |  |                                             |  | 4.00 | %      | 
|Tier 1 Risk-Based Capital (2) |  |                                     | 12,891 |  |                                             |  | 4.00 | %      | 
|Total Risk-Based Capital (2)  |  |                                     | 25,783 |  |                                             |  | 8.00 | %      | 



(1) Tier 1 capital to total assets.

(2) Tier 1 or total risk-based capital to risk-weighted assets.

(3) Effective June 4, 2013.



|At December 31, 2012          |  | Adequately Capitalized Requirements |        |  | Actual | 
|----------------------------- |  | ----------------------------------- | ------ |  | ------ | 
|(Dollars in thousands)        |  | $                                   |        |  | %      | 
|The Company Consolidated      |  |                                     |        |  |        | 
|Tier 1  Leverage Capital (1)  |  |                                     | N/A    |  |        | 
|Tier 1 Risk-Based Capital (2) |  |                                     | N/A    |  |        | 
|Total Risk-Based Capital (2)  |  |                                     | N/A    |  |        | 
|The Bank                      |  |                                     |        |  |        | 
|Tier 1  Leverage Capital (1)  |  | $                                   | 21,087 |  |        | 
|Tier 1 Risk-Based Capital (2) |  |                                     | 14,105 |  |        | 
|Total Risk-Based Capital (2)  |  |                                     | 28,210 |  |        | 



(1) Tier 1 capital to total assets.

(2) Tier 1 or total risk-based capital to risk-weighted assets.



As of December 31, 2013, the most recent regulatory notifications
categorized the Bank as adequately capitalized under the regulatory framework for prompt corrective action.



F-21









NOTE 3 - INVESTMENTS



(a)  Securities
by Type and Maturity



At December 31, 2013, the composition of the investment portfolio
was as follows:



|                                                           |  | Amortized  |        |  | Gross Unrealized |   |     | Fair   | 
|---------------------------------------------------------- |  | ---------- | ------ |  | ---------------- | - | --- | ------ | 
|(In thousands)                                             |  | Cost Basis |        |  | Gains            |   |     | Losses | 
|Available-for-sale securities:                             |  |            |        |  |                  |   |     |        | 
|U.S. Government and agency obligations                     |  | $          | 16,601 |  |                  | $ | 35  |        | 
|U.S. Government agency mortgage-backed securities          |  |            | 22,874 |  |                  |   | 527 |        | 
|U.S. Government agency collateralized mortgage obligations |  |            | 3,736  |  |                  |   | 11  |        | 
|Private label collateralized mortgage obligations          |  |            | 258    |  |                  |   | 8   |        | 
|Subtotal                                                   |  |            | 43,469 |  |                  |   | 581 |        | 
|Auction-rate trust preferred securities                    |  |            | 5,893  |  |                  |   | -   |        | 
|Mutual fund - Fixed Income securities                      |  |            | 500    |  |                  |   | -   |        | 
|                                                           |  |            |        |  |                  |   |     |        | 
|Total available-for-sale securities                        |  | $          | 49,862 |  |                  | $ | 581 |        | 



|                                                  |  | Amortized  |        |  | Gross Unrealized |   |     | Fair   | 
|------------------------------------------------- |  | ---------- | ------ |  | ---------------- | - | --- | ------ | 
|(In thousands)                                    |  | Cost Basis |        |  | Gains            |   |     | Losses | 
|Held-to-maturity securities:                      |  |            |        |  |                  |   |     |        | 
|U.S. Government agency mortgage-backed securities |  | $          | 18,149 |  |                  | $ | 134 |        | 
|                                                  |  |            |        |  |                  |   |     |        | 
|Total held-to-maturity securities                 |  | $          | 18,149 |  |                  | $ | 134 |        | 



At December 31, 2012, the composition of
the investment portfolio was as follows:



|                                                           |  | Amortized  |        |  | Gross Unrealized |   |     | Fair   | 
|---------------------------------------------------------- |  | ---------- | ------ |  | ---------------- | - | --- | ------ | 
|(In thousands)                                             |  | Cost Basis |        |  | Gains            |   |     | Losses | 
|Available-for-sale securities:                             |  |            |        |  |                  |   |     |        | 
|U.S. Government and agency obligations                     |  | $          | 1,006  |  |                  | $ | 23  |        | 
|U.S. Government agency mortgage-backed securities          |  |            | 13,270 |  |                  |   | 690 |        | 
|U.S. Government agency collateralized mortgage obligations |  |            | 974    |  |                  |   | 11  |        | 
|Private label collateralized mortgage obligations          |  |            | 314    |  |                  |   | -   |        | 
|Subtotal                                                   |  |            | 15,564 |  |                  |   | 724 |        | 
|Auction-rate trust preferred securities                    |  |            | 7,700  |  |                  |   | -   |        | 
|                                                           |  |            |        |  |                  |   |     |        | 
|Total available-for-sale securities                        |  | $          | 23,264 |  |                  | $ | 724 |        | 



|                                                  |  | Amortized  |        |  | Gross Unrealized |   |     | Fair   | 
|------------------------------------------------- |  | ---------- | ------ |  | ---------------- | - | --- | ------ | 
|(In thousands)                                    |  | Cost Basis |        |  | Gains            |   |     | Losses | 
|Held-to-maturity securities:                      |  |            |        |  |                  |   |     |        | 
|U.S. Government agency mortgage-backed securities |  | $          | 25,519 |  |                  | $ | 588 |        | 
|                                                  |  |            |        |  |                  |   |     |        | 
|Total held-to-maturity securities                 |  | $          | 25,519 |  |                  | $ | 588 |        | 



For the years ended December 31, 2013 and
December 31, 2012, the Company realized no gross gains or gross losses on sales of investment securities.



F-22









In November 2013, the
Company securitized approximately $13.6 million in 30 year fixed rate residential mortgage loans into U.S. agency mortgage
backed securities. The purpose of this securitization was to transform residential mortgage loans into more liquid mortgage-
backed securities which have a lower risk-based capital requirement and could be pledged for borrowings. This transfer of
financial assets met the criteria established under FASB ASC Topic 860 and has been accounted for as a true sale of the
residential mortgage loans, resulting in no gain or loss on the sale.



The amortized cost and fair value of
securities at December 31, 2013 and 2012, by expected maturity, are set forth below. Actual maturities of mortgage-backed
securities and collateralized mortgage obligations may differ from contractual maturities because the mortgages underlying
the securities may be prepaid or called with or without call or prepayment penalties. Because these securities are not due at
a single maturity date, the maturity information is not presented.



|                                                           |  | Available-for-Sale     |        |  | Held-to-Maturity |  
|---------------------------------------------------------- |  | ---------------------- | ------ |  | ---------------- | -
|At December 31, 2013                                       |  | Amortized Cost         |        |  | Fair Value       |  
|                                                           |  | (Dollars in thousands) |       
|U.S. Government agency mortgage-backed securities          |  | $                      | 22,874 |  |                  | $
|U.S. Government agency collateralized mortgage obligations |  |                        | 3,736  |  |                  |  
|Private label collateralized mortgage obligations          |  |                        | 258    |  |                  |  
|Mutual fund - Fixed Income securities                      |  |                        | 500    |  |                  |  
|Subtotal                                                   |  |                        | 27,368 |  |                  |  
|Securities with Fixed Maturities:                          |  |                        |        |  |                  |  
|Due in one year or less                                    |  |                        |        |  |                  |  
|Due after one year through five years                      |  |                        | 6,606  |  |                  |  
|Due after five years through ten years                     |  |                        | 9,995  |  |                  |  
|Due after ten years                                        |  |                        | 5,893  |  |                  |  
|                                                           |  |                        | 22,494 |  |                  |  
|Total                                                      |  | $                      | 49,862 |  |                  | $



|                                                           |  | Available-for-Sale     |        |  | Held-to-Maturity |  
|---------------------------------------------------------- |  | ---------------------- | ------ |  | ---------------- | -
|At December 31, 2012                                       |  | Amortized Cost         |        |  | Fair Value       |  
|                                                           |  | (Dollars in thousands) |       
|U.S. Government agency mortgage-backed securities          |  | $                      | 13,270 |  |                  | $
|U.S. Government agency collateralized mortgage obligations |  |                        | 974    |  |                  |  
|Private label collateralized mortgage obligations          |  |                        | 314    |  |                  |  
|Subtotal                                                   |  |                        | 14,558 |  |                  |  
|Securities with Fixed Maturities:                          |  |                        |        |  |                  |  
|Due in one year or less                                    |  |                        | 1,006  |  |                  |  
|Due after one year through five years                      |  |                        | -      |  |                  |  
|Due after five years through ten years                     |  |                        | -      |  |                  |  
|Due after ten years                                        |  |                        | 7,700  |  |                  |  
|                                                           |  |                        | 8,706  |  |                  |  
|Total                                                      |  | $                      | 23,264 |  |                  | $



At December 31, 2013 and 2012, securities with an amortized
cost of $19.53 million and $30.57 million, and a fair value of $19.67 million and $31.27 million, respectively, were pledged as
collateral to secure municipal deposits and repurchase agreements.



F-23









| | (b) | Unrealized Losses and Other-Than-Temporary Impairments
| | --- | ------------------------------------------------------



Available for sale investments with unrealized
losses as of December 31, 2013 were as follows:



|                                                           |  | Less than 12
    Months |        |  | Greater than
    12 months |   |     | Total      | 
|---------------------------------------------------------- |  | ----------------------- | ------ |  | -------------------------- | - | --- | ---------- | 
|(Dollars in thousands)                                     |  | Fair Value              |        |  | Unrealized
    Loss        |   |     | Fair Value | 
|U.S. Government and agency obligations                     |  | $                       | 9,865  |  |                            | $ | 130 |            | 
|U.S. Government agency mortgage-backed securities          |  |                         | 8,075  |  |                            |   | 531 |            | 
|U.S. Government agency collateralized mortgage obligations |  |                         | 3,228  |  |                            |   | 9   |            | 
|Mutual fund - fixed income securities                      |  |                         | 499    |  |                            |   | 1   |            | 
|Total
    securities in unrealized loss position           |  | $                       | 21,667 |  |                            | $ | 671 |            | 



Available for sale investments with unrealized losses as of
December 31, 2012 were as follows:



|                                                  |  | Less than 12
    Months |   |  | Greater than
    12 months |   |   | Total      | 
|------------------------------------------------- |  | ----------------------- | - |  | -------------------------- | - | - | ---------- | 
|(Dollars in thousands)                            |  | Fair Value              |   |  | Unrealized
    Loss        |   |   | Fair Value | 
|Private label collateralized mortgage obligations |  | $                       | - |  |                            | $ | - |            | 
|Auction rate trust preferred securities           |  |                         | - |  |                            |   | - |            | 
|                                                  |  |                         |   |  |                            |   |   |            | 
|Total
    securities in unrealized loss position  |  | $                       | - |  |                            | $ | - |            | 



There were no held to maturity investments
with unrealized losses as of December 31, 2012.



All investment securities which have unrealized
losses have undergone an internal impairment evaluation. Management’s review for impairment generally entails the following:
an identification and analysis of individual investments that have fair values less than amortized cost; consideration of the length
of time the investment has been in an unrealized loss position and the expected recovery period; discussion of evidential matter,
including an evaluation of factors or triggers that could cause individual investments to qualify as having other-than-temporary
impairment and those that would not support other-than-temporary impairment; and documentation of the results of these analyses.



The Company had thirteen securities in
an unrealized loss position at December 31, 2013, including two U.S. Government agency obligations, nine U.S. government agency
mortgage-backed securities (MBS), one U.S. Government agency collateralized mortgage obligation (CMO) and one mutual fund composed
of fixed income securities. The severity of these unrealized losses based on their underlying cost basis were as follows at December
31, 2013: 1.3% for U.S. Government agency obligations, 6.1% for U.S. Government agency mortgage-backed securities and less than
0.3% for the other two issues. In addition, most of these unrealized losses have been of short duration (less than 12 months).
Subsequent to December 31, 2013, only four of the thirteen securities remain in an unrealized loss position. The changes in the
prices on these securities are the result of interest rate movement and are temporary in nature.



As a result of the reviews, management
believes that, other than the private label collateralized mortgage obligations and the auction rate trust preferred securities
discussed below, all remaining unrealized losses are temporary as of December 31, 2013 and are the result of changes in market
interest rates and market conditions. The Company has the ability and intent to hold the investments until recovery of the market
value which may be at maturity.



For other-than-temporary impairment (OTTI),
the Company generally estimates the portion of loss attributable to credit using a discounted cash flow model. Significant inputs
for these impairment analyses include the estimated cash flows of the underlying collateral based on key assumptions, such as default
rate, loss severity and prepayment rate. Assumptions used can vary widely, and are influenced by such factors as loan interest
rate, geographic location of the borrower, borrower characteristics and collateral type. The present value of the expected cash
flow discounted at the original yield was compared to the amortized cost of the Company’s holdings to determine the credit-related
impairment loss. During 2013, the Company recognized credit related losses on private label collateralized mortgage obligations
of $5,000 after taking a $20,000 credit-related impairment loss in 2011. The Company did not recognize any credit related impairment
on this issue in 2012.



F-24











During 2013, the Company also experienced
a $1.81 million other-than temporary impairment on its auction rate preferred securities (“ARPS”). As a result of similar
securities being identified as “impermissible” investments under Volcker rule interpretations, it became apparent to
management through discussions with the OCC, that it was “more likely than not” that the Bank would be required to
sell these investments before the recovery of its cost basis. Under ASC 320-10-35, the Bank recognized this OTTI in earnings. Based
on management’s assessment that the ARPS market is not an active one and that to sell the ARPS would require a “forced
redemption” from the trust to obtain the underlying preferred stock, the Company recognized this other-than-temporary impairment
based on the quoted market prices of the underlying preferred stock as of December 31, 2013.



During February 2014, the Company requested
that the trustee initiate a forced redemption of those ARPS and simultaneously sold all of the underlying preferred stock which
the Company received from the forced redemption. The Company recorded a $158,000 gain from this subsequent sale of the underlying
preferred stock.



The following table summarizes the activity
related to the amounts of credit losses on available for sale investment securities recognized in earnings for the years ended
December 31, 2013, 2012 and 2011.



|                                                            |  | 2013 |       |  | 2012 |   |    | 2011 | 
|----------------------------------------------------------- |  | ---- | ----- |  | ---- | - | -- | ---- | 
|Balance at beginning of year                                |  | $    | 20    |  |      | $ | 20 |      | 
|Additional increases in previously recognized credit losses |  |      | -     |  |      |   | -  |      | 
|Losses recognized in earnings                               |  |      | 1,812 |  |      |   | -  |      | 
|Balance at end of year                                      |  | $    | 1,832 |  |      | $ | 20 |      | 



F-25









NOTE 4 - LOANS RECEIVABLE AND ALLOWANCE
FOR LOAN LOSSES



A summary of loans receivable at December
31, 2013 and 2012 is as follows:



|                                        |  | December 31, |        
|--------------------------------------- |  | ------------ | -------
|(Dollars in thousands)                  |  | 2013         |        
|Real estate loans:                      |  |              |        
|One-to-four family                      |  | $            | 186,985
|Multi-family and commercial real estate |  |              | 123,134
|Construction and land development       |  |              | 5,609  
|Total real estate loans                 |  |              | 315,728
|                                        |  |              |        
|Commercial business loans               |  |              | 25,506 
|Consumer loans:                         |  |              |        
|Home equity                             |  |              | 26,960 
|Other consumer                          |  |              | 2,321  
|Total consumer loans                    |  |              | 29,281 
|Total loans                             |  |              | 370,515
|                                        |  |              |        
|Less:                                   |  |              |        
|Allowance for loan losses               |  |              | 9,891  
|Deferred loan origination fees          |  |              | 56     
|Loans receivable, net                   |  | $            | 360,568



The Bank’s lending activities are
conducted principally in the Naugatuck Valley area of Connecticut. The Bank’s investment in loans includes both adjustable
and fixed rate loans.



In June 2013, in connection with the Company’s
plan to reduce the level of impaired loans, the Company sold $20.8 million in credit impaired loans in three separate transactions
of a similar nature in which the financial assets transferred satisfy all of the criteria to be accounted for as sales of financial
assets. In these transactions, the Company sold approximately $14.1 million in loans secured by commercial real estate properties,
$6.0 million in construction and land development loans and $0.7 million in loans secured by owner occupied one to four family
properties. Because of the credit impaired quality of these assets transferred, the impact of these sales resulted in $5.1 million
in net charge offs against the Company’s allowance for loan losses.



As discussed in Note 3, in November
2013, the Company securitized approximately $13.6 million in 30 year fixed rate residential mortgage loans into U.S.
Government agency mortgage backed securities. This transfer of financial assets met the criteria established under ASC Topic
860 and has been accounted for as a sale.



As of December 31, 2013 and 2012, loans
to related parties totaled approximately $383,000 and $412,000, respectively. For the years ended December 31, 2013 and December
31, 2012, there were no new loans granted to related parties. Related parties include directors and officers of the Bank, any respective
affiliates in which they have a controlling interest, and their immediate families. For the years ended December 31, 2013 and 2012,
all loans to related parties were performing in accordance with their original terms.



F-26









The following table indicates activity
in loans to related parties for the periods indicated.



|                                     |  | Year Ended December 31, |        
|------------------------------------ |  | ----------------------- | -------
|                                     |  | 2013                    |        
|Balance at the beginning of the year |  | $                       | 412,000
|New loans                            |  |                         | -      
|Repayments                           |  |                         | (29,000
|Other (1)                            |  |                         | -      
|Balance at end of year               |  | $                       | 383,000



| | (1) | Decrease due to the retirement of one of the Company’s
directors.
| | --- | -----------------------------------------------------------------



Credit quality of financing receivables
and the allowance for loan losses



Management segregates the loan portfolio
into portfolio segments which is defined as the level at which the Company develops and documents a systematic method for determining
its allowance for loan losses. The portfolio segments are segregated based on loan types and the underlying risk factors present
in each loan type. Such risk factors are periodically reviewed by management and revised as deemed appropriate.



During the second quarter of 2013,
management analyzed the risk concentration within the loan portfolio. As a result of this analysis, the loan portfolio was
further disaggregated by expanding the number of loan segments from six segments to nine segments as of June 30, 2013. The
commercial real estate loan segment, the second largest grouping of loans after one-to-four family owner occupied real estate
loans, was expanded into five segments to increase the granularity of analysis of the risks inherent in the loans in these
segments. The expanded commercial loan segments are: investor owned one-to-four family and multi-family properties,
industrial and warehouse properties, office buildings, retail properties and special use properties.



The Company’s loan portfolio is segregated
as follows:



One-to-four Family Owner
Occupied Loans. This portfolio segment consists of the origination of first mortgage loans secured by one-to-four family owner
occupied residential properties and residential construction loans to individuals to finance the construction of residential dwellings
for personal use located in our market area. Although the Company has experienced an increase in foreclosures on its owner occupied
loan portfolio over the past year, foreclosures are still at relatively low levels. Management believes this is due mainly to its
conservative underwriting and lending strategies which do not allow for high risk loans such as “Option ARM,” “sub-prime”
or “Alt-A” loans.



Multi-family and Commercial
Real Estate Loans. As described above, this portfolio grouping has been further disaggregated into loans secured by:



| | · | Investor owned one-to-four family and multi-family properties;
| | - | --------------------------------------------------------------



| | · | Industrial and warehouse properties;
| | - | ------------------------------------



| | · | Office buildings;
| | - | -----------------



| | · | Retail properties; and
| | - | ----------------------



| | · | Special use properties.
| | - | -----------------------



Loans secured by these types
of commercial real estate collateral generally have larger loan balances and more credit risk than owner occupied one-to-four family
mortgage loans. The increased risk is the result of several factors, including the concentration of principal in a limited number
of loans and borrowers, the impact of local and general economic conditions on the borrower’s ability to repay the loan,
and the increased difficulty of evaluating and monitoring these types of loans.



F-27









Construction and Land Development
Loans. This portfolio segment includes commercial construction loans for commercial development projects, including condominiums,
apartment buildings, and single family subdivisions as well as office buildings, retail and other income producing properties and
land loans, which are loans made with land as security. Construction and land development financing generally involves greater
credit risk than long-term financing on improved, owner-occupied real estate. Risk of loss on a construction loan depends largely
upon the accuracy of the initial estimate of the value of the property at completion of construction compared to the estimated
cost (including interest) of construction and other assumptions. If the estimate of construction cost proves to be inaccurate,
the Company may be required to advance additional funds beyond the amount originally committed in order to protect the value of
the property. Moreover, if the estimated value of the completed project proves to be inaccurate, the borrower may hold a property
with a value that is insufficient to assure full repayment. Construction loans also expose the Company to the risks that improvements
will not be completed on time in accordance with specifications and projected costs and that repayment will depend on the successful
operation or sale of the properties, which may cause some borrowers to be unable to continue with debt service which exposes the
Company to greater risk of non-payment and loss. Additionally, economic factors such as the decline of property values may have
an adverse affect on the ability of the borrower to sell the property.



Commercial Business Loans.
This portfolio segment includes commercial business loans secured by real estate, assignments of corporate assets, and personal
guarantees of the business owners. Commercial business loans generally have higher interest rates and shorter terms than other
loans, but they also may involve higher average balances, increased difficulty of loan monitoring and a higher risk of default
since their repayment generally depends on the successful operation of the borrower’s business.



Real Estate Secured Consumer
Loans. This portfolio segment includes home equity loans and home equity lines of credit secured by owner occupied one-to four-family
residential properties. Loans of this type are written at a maximum of 75% of the appraised value of the property and we require
that we have no lower than a second lien position on the property. These loans are written at a higher interest rate and a shorter
term than mortgage loans. The Company has experienced a low level of foreclosure in this type of loan during recent periods. These
loans can be affected by economic conditions and the values of the underlying properties.



Other Consumer Loans.
This portfolio segment includes loans secured by passbook or certificate accounts, or automobiles, as well as unsecured personal
loans and overdraft lines of credit. This type of loan may entail greater risk than do residential mortgage loans, particularly
in the case of loans that are unsecured or secured by assets that depreciate rapidly.



Credit Quality Indicators



The Company’s policies provide for
the classification of loans into the following categories: pass (1 - 5), special mention (6), substandard-accruing (7), substandard-nonaccruing
(8), doubtful (9), and loss (10). In June 2013, the Company added substandard-accruing as an additional risk grade to further delineate
the Bank’s risk profile in the previous substandard category. Consistent with regulatory guidelines, loans that are considered
to be of lesser quality are considered adversely classified as substandard, doubtful or loss. A loan is considered substandard
if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any.
Substandard loans include those loans characterized by the distinct possibility that we will sustain some loss if the deficiencies
are not corrected. Loans classified as doubtful have all of the weaknesses inherent in those classified substandard with the added
characteristic that the weaknesses present make collection or liquidation in full, on the basis of currently existing facts, conditions
and values, highly questionable and improbable. Loans (or portions of loans) classified as loss are those considered uncollectible.
The Company generally charges off loans or portions of loans as soon as they are considered to be uncollectible and of little value.
Loans that do not expose us to risk sufficient to warrant classification in one of the aforementioned categories, but which possess
potential weaknesses that deserve close attention, are required to be designated as special mention. When loans are classified
as special mention, substandard or doubtful, management focuses increased monitoring and attention on these loans in assessing
the credit risk and specific allowance requirements for these loans.



F-28









The following tables are a summary of the loan portfolio credit
quality indicators, by loan class, as of December 31, 2013 and 2012:



|                       |  | Credit Risk
    Profile by Internally Assigned Grade: |        
|---------------------- |  | ----------------------------------------------------- | -------
|December 31, 2013      |  | One-to-Four
    Family                                |        
|Risk Rating:           |  |                                                       |        
|Pass                   |  | $                                                     | 180,704
|Special Mention        |  |                                                       | 602    
|Substandard:           |  |                                                       |        
|- Accruing             |  |                                                       | 349    
|- Nonaccruing (1)      |  |                                                       | 5,330  
|Subtotal - substandard |  |                                                       | 5,679  
|Doubtful               |  |                                                       | -      
|Total                  |  | $                                                     | 186,985



|                       |  | Multi-Family and Commercial Real
    Estate             |       
|---------------------- |  | ------------------------------------------------------- | ------
|                       |  | Credit Risk Profile by Internally Assigned Grade:       |       
|December 31, 2013      |  | Investor Owned One-to-Four
    family and multi- family |       
|Risk Rating:           |  |                                                         |       
|Pass                   |  | $                                                       | 10,682
|Special Mention        |  |                                                         | 4,523 
|Substandard:           |  |                                                         |       
|- Accruing             |  |                                                         | -     
|- Nonaccruing (1)      |  |                                                         | 1,167 
|Subtotal - substandard |  |                                                         | 1,167 
|Doubtful               |  |                                                         | -     
|Total                  |  | $                                                       | 16,372



| | (1) | Non-accrual loans included substandard nonaccruing loans and non-performing consumer loans.
| | --- | -------------------------------------------------------------------------------------------



|                  |  | Credit Risk Profile by Internally Assigned Grade: |        
|----------------- |  | ------------------------------------------------- | -------
|December 31, 2012 |  | One-to-Four Family                                |        
|Risk Rating:      |  |                                                   |        
|Pass              |  | $                                                 | 198,800
|Special Mention   |  |                                                   | 4,807  
|Substandard       |  |                                                   | 5,397  
|Doubtful          |  |                                                   | -      
|Total             |  | $                                                 | 209,004



Consumer loans were not risk rated at December
31, 2012 and the credit risk profile was based on payment performance. The following table represents the credit risk profile on
consumer loans as of December 31, 2012.



F-29









|Consumer Loans - Credit Risk Profile Based on Payment Activity:
|---------------------------------------------------------------
|(In thousands)                                                 
|Grade:                                                         
|Performing                                                     
|Nonperforming (1)                                              
|Total                                                          



| | (1) | Non-accrual loans included substandard nonaccruing loans and non-performing consumer loans.
| | --- | -------------------------------------------------------------------------------------------



| | (a) | Delinquencies
| | --- | -------------



When a loan is 15 days past due, the Company
sends the borrower a late notice. The Company also contacts the borrower by phone if the delinquency is not corrected promptly
after the notice has been sent. When the loan is 30 days past due, the Company mails the borrower a letter reminding the borrower
of the delinquency and attempts to contact the borrower personally to determine the reason for the delinquency in order to ensure
that the borrower understands the terms of the loan and the importance of making payments on or before the due date. If necessary,
subsequent delinquency notices are issued and the account will be monitored on a regular basis thereafter. By the 90th day of delinquency,
the Company will send the borrower a final demand for payment and may recommend foreclosure. A summary report of all loans 30 days
or more past due is provided to the Board of Directors of the Company each month.



Loans, including TDRs, are automatically
placed on nonaccrual status when payment of principal or interest is more than 90 days delinquent. Loans may also be placed on
nonaccrual status if collection of principal or interest in full, or in part, is in doubt or if the loan has been restructured.
When loans are placed on nonaccrual status, unpaid accrued interest is fully reversed, and further income is recognized only to
the extent received. The loan may be returned to accrual status if unpaid principal and interest are repaid so that the loan’s
payment status is less than 90 days delinquent for a reasonable period of time (usually six consecutive months) to establish a
reliable assessment of collectability.



F-30







The following tables set forth certain information with respect
to our loan portfolio delinquencies, by loan class, as of December 31, 2013 and 2012:



|                                                   |  | Delinquencies |      
|-------------------------------------------------- |  | ------------- | -----
|                                                   |  |               |      
|                                                   |  |               |      
|                                                   |  | 31-60 Days    |      
|                                                   |  | Past Due      |      
|As of December 31, 2013                            |  |               |      
|(In thousands)                                     |  |               |      
|Real estate loans                                  |  |               |      
|One-to-four family                                 |  | $             | 1,217
|Construction and land development                  |  |               | 970  
|Multi-family and commercial real estate:           |  |               |      
|Investor owned one-to-four family and multi-family |  |               | 861  
|Industrial and Warehouse                           |  |               | -    
|Office buildings                                   |  |               | -    
|Retail properties                                  |  |               | 423  
|Special use properties                             |  |               | 346  
|Subtotal Multi-family and commercial real estate   |  |               | 1,630
|Commercial business loans                          |  |               | 487  
|Consumer loans:                                    |  |               |      
|Home equity loans                                  |  |               | 155  
|Other consumer loans                               |  |               | 2    
|Subtotal Consumer                                  |  |               | 157  
|Total                                              |  | $             | 4,461





|                                        |  | Delinquencies |      
|--------------------------------------- |  | ------------- | -----
|                                        |  |               |      
|                                        |  |               |      
|                                        |  | 31-60 Days    |      
|                                        |  | Past Due      |      
|As of December 31, 2012                 |  |               |      
|(In thousands)                          |  |               |      
|Real estate loans                       |  |               |      
|One-to-four family                      |  | $             | 1,820
|Construction                            |  |               | 221  
|Multi-family and commercial real estate |  |               | 464  
|Commercial business loans               |  |               | 553  
|Consumer and other                      |  |               | 1,353
|Total                                   |  | $             | 4,411





F-31









| | (b) | Impaired loans and nonperforming assets
| | --- | ---------------------------------------



The following tables set forth certain
information with respect to our nonperforming assets as of December 31, 2013 and 2012:



|                                           |  | 2013           |        |   | 2012 |  
|------------------------------------------ |  | -------------- | ------ | - | ---- | -
|                                           |  | (In thousands) |        |   |      |  
|Nonaccrual loans                           |  | $              | 7,953  |   |      | $
|Troubled debt restructurings- nonaccruing  |  |                | 5,430  |   |      |  
|Total nonperforming loans                  |  |                | 13,383 |   |      |  
|Foreclosed real estate                     |  |                | 1,846  |   |      |  
|Total nonperforming assets                 |  | $              | 15,229 |   |      | $
|                                           |  |                |        |   |      |  
|Total nonperforming loans to total loans   |  |                | 3.61   | % |      |  
|                                           |  |                |        |   |      |  
|Total nonperforming loans to total assets  |  |                | 2.75   | % |      |  
|                                           |  |                |        |   |      |  
|Total nonperforming assets to total assets |  |                | 3.13   | % |      |  



Nonperforming
loans (defined as nonaccrual loans and nonaccruing troubled debt restructured loans (“TDRs”))
totaled $13.38 million at December 31, 2013 compared to $25.65 million at December 31, 2012. The amount of income that was contractually
due but not recognized on nonperforming loans totaled $852,000, $1.6 million and $878,000 for 2013, 2012 and 2011, respectively.



At December 31, 2013, the Company had 90
loans on nonaccrual status of which 44 loans were less than 90 days past due; however, these loans were placed on nonaccrual status
due to the uncertainty of their collectability.



At December 31, 2012, the Company had 111
loans on nonaccrual status of which 49 loans were less than 90 days past due; however, these loans were placed on nonaccrual status
due to the uncertainty of their collectability.



The Company accounts for impaired loans
in accordance with GAAP. An impaired loan generally is one for which it is probable, based on current information, that the Company
will not collect all the amounts due under the contractual terms of the loan. All impaired loans are individually evaluated for
impairment at least quarterly. As a result of this impairment evaluation, the Company provides a specific reserve for, or charges
off, that portion of the asset that is deemed uncollectible.



F-32









The following tables summarize impaired
loans by portfolio segment as of December 31, 2013 and 2012:



|As of December 31, 2013                                       |  | Recorded Investment with No Specific Valuation Allowance |        |  | Recorded Investment with Specific Valuation Allowance |   |       | Total Recorded Investment |  |   | Unpaid Contractual Principal Balance |  |  | Related Specific Valuation Allowance |       
|------------------------------------------------------------- |  | -------------------------------------------------------- | ------ |  | ----------------------------------------------------- | - | ----- | ------------------------- |  | - | ------------------------------------ |  |  | ------------------------------------ | ------
|                                                              |  | (In thousands)                                           |       
|Real estate loans                                             |  |                                                          |        |  |                                                       |   |       |                           |  |   |                                      |  |  |                                      |       
|One-to four-family                                            |  | $                                                        | 4,570  |  |                                                       | $ | 2,431 |                           |  | $ | 7,001                                |  |  | $                                    | 7,734 
|Construction and land development                             |  |                                                          | 1,405  |  |                                                       |   | 449   |                           |  |   | 1,854                                |  |  |                                      | 2,424 
|Multi-family and commercial real estate:                      |  |                                                          |        |  |                                                       |   |       |                           |  |   |                                      |  |  |                                      |       
|Investor owned one-to-four family and multi-family properties |  |                                                          | 1,167  |  |                                                       |   | -     |                           |  |   | 1,167                                |  |  |                                      | 1,274 
|Industrial and warehouse properties                           |  |                                                          | 565    |  |                                                       |   | -     |                           |  |   | 565                                  |  |  |                                      | 567   
|Office buildings                                              |  |                                                          | 206    |  |                                                       |   | -     |                           |  |   | 206                                  |  |  |                                      | 405   
|Retail properties                                             |  |                                                          | 158    |  |                                                       |   | 389   |                           |  |   | 547                                  |  |  |                                      | 621   
|Special use properties                                        |  |                                                          | 1,600  |  |                                                       |   | -     |                           |  |   | 1,600                                |  |  |                                      | 2,086 
|Subtotal                                                      |  |                                                          | 3,696  |  |                                                       |   | 389   |                           |  |   | 4,085                                |  |  |                                      | 4,953 
|Commercial business loans                                     |  |                                                          | 1,996  |  |                                                       |   | 584   |                           |  |   | 2,580                                |  |  |                                      | 2,693 
|Consumer loans                                                |  |                                                          | 412    |  |                                                       |   | 167   |                           |  |   | 579                                  |  |  |                                      | 805   
|Total impaired loans                                          |  | $                                                        | 12,079 |  |                                                       | $ | 4,020 |                           |  | $ | 16,099                               |  |  | $                                    | 18,609



|As of December 31, 2012                 |  | Recorded Investment with No Specific Valuation Allowance |        |  | Recorded Investment with Specific Valuation Allowance |   |       | Total Recorded Investment |  |   | Unpaid Contractual Principal Balance |  |  | Related Specific Valuation Allowance |       
|--------------------------------------- |  | -------------------------------------------------------- | ------ |  | ----------------------------------------------------- | - | ----- | ------------------------- |  | - | ------------------------------------ |  |  | ------------------------------------ | ------
|                                        |  | (In thousands)                                           |       
|Real estate loans                       |  |                                                          |        |  |                                                       |   |       |                           |  |   |                                      |  |  |                                      |       
|One-to four-family                      |  | $                                                        | 4,422  |  |                                                       | $ | 119   |                           |  | $ | 4,541                                |  |  | $                                    | 4,944 
|Construction and land development       |  |                                                          | 5,884  |  |                                                       |   | 2,402 |                           |  |   | 8,286                                |  |  |                                      | 13,833
|Multi-family and commercial real estate |  |                                                          | 12,177 |  |                                                       |   | 2,196 |                           |  |   | 14,373                               |  |  |                                      | 16,832
|Commercial business loans               |  |                                                          | 2,731  |  |                                                       |   | 1,214 |                           |  |   | 3,945                                |  |  |                                      | 4,419 
|Consumer loans                          |  |                                                          | 255    |  |                                                       |   | 45    |                           |  |   | 300                                  |  |  |                                      | 385   
|Total impaired loans                    |  | $                                                        | 25,469 |  |                                                       | $ | 5,976 |                           |  | $ | 31,445                               |  |  | $                                    | 40,413



In the above table, the unpaid contractual
principal balance represents the aggregate amounts legally owed to the Bank under the terms of the borrowers’ loan agreements.
The recorded investment amounts shown above represent the unpaid contractual principal balance owed to the Bank less any amounts
charged off based on collectability assessments by the Bank and less any amounts paid by borrowers on nonaccrual loans which were
recognized as principal curtailments. On nonaccrual loans, the Bank applies any borrower payments first against the principal balance
of the loan and once the entire principal balance has been recovered, any subsequent payments are recognized as interest income.



F-33









The following table relates to interest income recognized by
segment of impaired loans for the years ended December 31, 2013, 2012 and 2011:



|                                        |  | Year Ended
    December 31,      |       
|--------------------------------------- |  | -------------------------------- | ------
|                                        |  | 2013                             |       
|                                        |  | Average Recorded
    Investments |       
|                                        |  | (In thousands)                   |       
|Real estate loans                       |  |                                  |       
|One-to four-family                      |  | $                                | 5,900 
|Construction                            |  |                                  | 5,937 
|Multi-family and commercial real estate |  |                                  | 8,128 
|Commercial business loans               |  |                                  | 3,087 
|Consumer loans                          |  |                                  | 511   
|Total                                   |  | $                                | 23,564



Interest payments received on nonaccrual loans are accounted
for on the cash-basis method or the cost recovery method until qualifying for return to accrual status. Under the cost recovery
method, the interest payment is applied to the principal balance of the loan. The table above shows the interest income recognized
on nonaccrual loans on the cash-basis method. For the years ended December 31, 2013 and 2012, the amount of interest payments
applied to principal under the cost recovery money method was $314,000 and $274,000, respectively.



| | (c) | Troubled Debt Restructured Loans
| | --- | --------------------------------



A TDR is a restructuring in which the Bank,
for economic or legal reasons related to a borrower’s financial difficulties, grants a concession to a borrower that it would
not otherwise consider. TDRs are considered impaired and are separately measured for impairment, whether on accrual or nonaccrual
status.



Loan modifications are generally granted
at the request of the individual borrower and may include concessions such as reduction in interest rates, changes in payments,
maturity date extensions, or debt forgiveness/forbearance. TDRs are loans for which the original contractual terms of the loans
have been modified and both of the following conditions exist: (i) the restructuring constitutes a concession (including reduction
of interest rates or extension of maturity dates) and (ii) the borrower is either experiencing financial difficulties or absent
such concessions, it is probable the borrower would experience financial difficulty complying with the original terms of the loan.
Loans are not classified as TDRs when the modification is short-term or results in only an insignificant delay or shortfall in
the payments to be received. The Company’s loan modifications are determined on a case-by-case basis in connection with ongoing
loan collection processes.



The majority of the Bank’s TDRs are
a result of granting extensions to troubled credits which have already been adversely classified. The Bank grants such an extension
to reassess the borrower’s financial status and to develop a plan for repayment. Certain modifications with extension may
also include interest rate reductions. These modifications did not have a material effect on the Company.



The financial effects of each modification
will vary based on the specific restructure. For some of the Bank’s TDRs, the loans were interest-only with a balloon payment
at maturity. If the interest rate is not adjusted and the terms are consistent with the market, the Bank might not experience any
loss associated with the restructure. If, however, the restructure involves forebearance agreements or interest rate modifications,
the Bank might not collect all the principal and interest based on the original contractual terms. The Bank applies its procedures
for placing TDRs on accrual or nonaccrual status using the same general guidance as for loans. The Bank estimates the necessary
allowance for loan losses on TDRs using the same guidance as for other impaired loans.



F-34









The recorded investment balance of TDRs that were performing
and nonperforming under the terms of their modifications as of December 31, 2013 and 2012 are as follows:



|(In thousands)                                                                                             |  | 2013 |       |  | 2012 |  
|---------------------------------------------------------------------------------------------------------- |  | ---- | ----- |  | ---- | -
|                                                                                                           |  |      |       |  |      |  
|Aggregate recorded investment of impaired loans with terms modified through a troubled debt restructuring: |  |      |       |  |      |  
|Performing (1)                                                                                             |  | $    | 4,195 |  |      | $
|Nonperforming                                                                                              |  |      | 3,051 |  |      |  
|Total                                                                                                      |  | $    | 7,246 |  |      | $





| | (1) | Of the $4,195,000 in TDRs which are performing under
the modified terms of their agreements at December 31, 2013, there are $2,379,000 in TDRs that remain in a nonaccrual status because
these TDRs have not yet demonstrated the requisite period of sustained performance. The combination of these $2,379,000 in TDRs
and the $3,051,000 nonperforming TDRs at December 31, 2013 equal the $5,430,000 in TDRs that are in nonaccrual status at December
31, 2013.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



As illustrated in the table below, during the year ended December
31, 2013, the following concessions were made on 17 loans for $3.05 million (measured as a percentage of loan balances on TDR’s):



| | · | Reduced interest rate for 1.7% (1 loan for $51 thousand)
| | - | --------------------------------------------------------

| | · | Extension of payment terms for 45.6% (10 loans for $1.39 million)
| | - | -----------------------------------------------------------------

| | · | Deferral of principal payments for 52.7% (6 loans for $1.61 million)
| | - | --------------------------------------------------------------------



In cases where there was more than one concession granted, the
modification was classified by the more dominant concession.



The following table presents a breakdown of the types of concessions
made by loan class for the year ended December 31, 2013:



|                                        |  | For the Year Ended December 31, 2013 |   
|--------------------------------------- |  | ------------------------------------ | --
|(Dollars in thousands)                  |  | Number of Loans                      |   
|Below market interest rate:             |  |                                      |   
|Consumer loans - home equity            |  |                                      | 1 
|Subtotals                               |  |                                      | 1 
|                                        |  |                                      |   
|Extended payment terms:                 |  |                                      |   
|Real estate loans:                      |  |                                      |   
|One-to-four family                      |  |                                      | 1 
|Multi-family and commercial real estate |  |                                      | 4 
|Commercial business loans               |  |                                      | 5 
|Subtotals                               |  |                                      | 10
|                                        |  |                                      |   
|Principal payments deferred             |  |                                      |   
|Real estate loans:                      |  |                                      |   
|One-to-four family                      |  |                                      | 5 
|Multi-family and commercial real estate |  |                                      | 1 
|Subtotals                               |  |                                      | 6 
|                                        |  |                                      |   
|Grand Totals                            |  |                                      | 17





F-35









There was one loan for which an interest rate concession was
granted during 2013. This loan was evaluated for impairment. Because this loan had already been charged down to the fair value,
the recorded investment of this loan has not changed post-modification. For the ten TDRs granted term extensions, new funds in
the amount of $63,000 were advanced to cover past due property taxes and other expenses based upon cross-collateralization with
related loans to improve the Bank’s collateral position.



During the year ended December 31, 2013, the Company modified
17 loans in the amount of $3.1 million. Of this total, there was one payment default (where the modified loan was past due thirty
days or more) on a one-to-four family mortgage loan in the amount of $604,000, or 19.8% of the loans modified during the year ended
December 31, 2013.



Of the total 17 loans for $3.05 million
which were modified during the twelve months ended December 31, 2013, the following represents their success or failure during
the year ended December 31, 2013:





| | · | 22.4% are paying as restructured
| | - | --------------------------------

| | · | 10.0% have paid in full
| | - | -----------------------

| | · | 47.8% have been reclassified to nonaccrual
| | - | ------------------------------------------

| | · | 19.8% have defaulted
| | - | --------------------



The following table presents the successes
and failures of the types of modifications within the previous twelve months as of December 31, 2013:



|                            |  | Paid in Full / Sold |   |  | Paying as Restructured |   |      | Converted to Non-accrual |  |  | Foreclosure/Default |  |  | Total    |     
|--------------------------- |  | ------------------- | - |  | ---------------------- | - | ---- | ------------------------ |  |  | ------------------- |  |  | -------- | ----
|                            |  | Number              |   |  | Recorded               |   |      | Number                   |  |  | Recorded            |  |  | Number   |     
|(Dollars in thousands)      |  | of Loans            |   |  | Investment             |   |      | of Loans                 |  |  | Investment          |  |  | of Loans |     
|Below market interest rate  |  |                     | - |  |                        | $ | -    |                          |  |  | 1                   |  |  | $        | 51  
|Extended payment terms      |  |                     | 1 |  |                        |   | 135  |                          |  |  | 1                   |  |  |          | 25  
|Principal payments deferred |  |                     | 1 |  |                        |   | 170  |                          |  |  | 3                   |  |  |          | 606 
|                            |  |                     |   |  |                        |   |      |                          |  |  |                     |  |  |          |     
|Total                       |  |                     | 2 |  |                        | $ | 305  |                          |  |  | 5                   |  |  | $        | 682 
|                            |  |                     |   |  |                        |   |      |                          |  |  |                     |  |  |          |     
|%                           |  |                     |   |  |                        |   | 10.0 | %                        |  |  |                     |  |  |          | 22.4



The $604,000 TDR modified during 2013 which
defaulted post-modification was a one-to-four family mortgage loan. This loan was individually evaluated for impairment at December
31, 2013. The Company’s procedure is to individually evaluate for impairment all TDRs as part of its ALLL methodology.



During the year ended December 31, 2012,
the following concessions were made on 20 loans for $2.4 million (measured as a percentage of loan balances on TDRs):



| | · | Reduced interest rate for 52.0% (4 loans for $1.2 million)
| | - | ----------------------------------------------------------

| | · | Extension of payment terms for 15.5% (10 loans for $362,000)
| | - | ------------------------------------------------------------

| | · | Deferral of principal payments for 32.7% (6 loans for $773,000)
| | - | ---------------------------------------------------------------



In cases where there was more than one
concession granted, the modification was classified by the more dominant concession.



F-36









The following table presents a breakdown
of the types of concessions made by loan class for the year ended December 31, 2012.



|                             |  | For the Year Ended December 31, 2012 |   
|---------------------------- |  | ------------------------------------ | --
|(Dollars in thousands)       |  | Number of 
    Loans                 |   
|Below market interest rate:  |  |                                      |   
|Commercial mortgage          |  |                                      | 1 
|Real estate loans            |  |                                      |   
|Oneto-four family            |  |                                      | 3 
|Subtotals                    |  |                                      | 4 
|                             |  |                                      |   
|Extended payment terms:      |  |                                      |   
|Commercial business loans    |  |                                      | 9 
|Consumer loans - home equity |  |                                      | 1 
|Subtotals                    |  |                                      | 10
|                             |  |                                      |   
|Principal payments deferred  |  |                                      |   
|Real estate loans:           |  |                                      |   
|One-to-four family           |  |                                      | 3 
|Consumer loans - home equity |  |                                      | 3 
|Subtotals                    |  |                                      | 6 
|                             |  |                                      |   
|Grand Totals                 |  |                                      | 20



There were four loans for which an interest
rate concession was granted during 2012. These loans were evaluated for impairment. Two of these loans were advanced funds of $6,000
for past due property taxes. Of the fourteen TDRs granted term extensions, one TDR was increased by the amount of $32,000 which
had been advanced to cover past due property taxes and other expenses based upon cross-collateralization with related loans to
improve the Bank’s collateral position.



Of the 20 loans modified during the year
ended December 31, 2012, there were no TDRs that had been modified during the previous twelve months ended December 31, 2012 that
subsequently defaulted or were charged off during the twelve months ended December 31, 2013.



| | (d) | Allowance for Loan Losses
| | --- | -------------------------



The allowance for loan losses (“ALLL”)
is maintained at a level deemed appropriate by management to adequately provide for known and inherent risks in the loan portfolio.



The allowance for loan losses is established
through a provision for loan losses charged to operations. Management periodically reviews the allowance for loan losses in order
to identify those known and inherent losses and to assess the overall collection probability for the loan portfolio. The evaluation
process begins with an individual evaluation of loans that are considered impaired. For these loans, an allowance is established
based on either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s
observable market price, or for loans that are considered collateral dependent, the fair value of the collateral.





F-37









All other loans are segregated into segments
based on similar risk factors. Each of these groups is then evaluated based on several factors to estimate credit losses. Management
will determine for each category of loans with similar risk characteristics the historical loss rate. Historical loss rates provide
a reasonable starting point for the Bank’s analysis; however, this analysis and loss trends do not form a sufficient basis,
by themselves, to determine the appropriate level of the loan loss allowance. Management also considers qualitative and environmental
factors for each loan segment that are likely to impact, directly or indirectly, the inherent loss exposure of the loan portfolio.
These factors include but are not limited to: changes in the amount and severity of delinquencies, non-accrual and adversely classified
loans, changes in local, regional, and national economic conditions that will affect the collectability of the portfolio, changes
in the nature and volume of loans in the portfolio, changes in concentrations of credit, lending area, industry concentrations,
or types of borrowers, changes in lending policies, procedures, competition, management, portfolio mix, competition, pricing,
loan to value trends, extension and modification requests, and loan quality trends. As of June 30, 2013, management added factors
to more granularly assess loan quality trends, specifically, the changes and the trend in charge-offs and recoveries, changes
in volume of Watch and Special Mention loans and the changes in the quality of the Bank’s loan review system. This analysis
establishes factors that are applied to each of the segregated groups of loans to determine an appropriate level of loan loss
allowance.



The determination of the allowance for loan losses is significantly
affected by management’s judgment and uncertainties, and there is likelihood that different amounts would be reported under
different conditions or assumptions. The OCC, as an integral part of its examination process, periodically reviews the allowance
for loan losses and may require the Company to make additional provisions for estimated loan losses based upon judgments different
from those of management.



The allowance generally consists of specific
(or allocated) and general components. The specific component relates to loans that are recognized as impaired. For such impaired
loans, an allowance is established when the discounted cash flows (or observable market price or collateral value, if the loan
is collateral dependent) of the impaired loan is lower than the carrying value of that loan. The general component covers non-impaired
loans and is based on historical loss experience adjusted for qualitative factors.



The ALLL balance decreased from $14.5
million at December 31, 2012 to $9.89 million at December 31, 2013, a decrease of $4.61 million, or 31.8%. This decrease in the
ALLL was directionally consistent with the improvement in the Bank’s asset quality trends during this twelve month period.
During the year, the Bank’s nonperforming loans decreased $12.27 million, or 47.8%, and its adversely classified loans decreased
by $22.92 million or 58.3%. Furthermore, the improvement in the risk profile of the loan portfolio can also be demonstrated by
the significant reduction in construction and land development loans of $21.02 million or 78.9%, and, to a lesser extent, reductions
in commercial business loans of $7.46 million or 22.6%, one-to-four family loans of $22.02 million or 10.5% and multi-family and
commercial real estate loans of $10.42 million or 7.8% These improvements in the Bank’s asset quality were attributable
to the more aggressive workout efforts in the past year, and the loan sale transactions consummated in June 2013.



As of June 30, 2013, the Company adopted
significant changes to its ALLL methodology, which are summarized as follows:



| | · | Further
                                         disaggregated the commercial real estate loan segment to increase the granularity of
                                         the risks inherent in the loans in the expanded segments;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | A
                                         different basis on which historical loss experience is calculated to determine inherent
                                         losses on the collectively evaluated portion of the loan portfolio; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Changes
                                         in the utilization of qualitative risk adjustment factors (“Q Factors”) including
                                         an increased number of these Q Factors and a change in the calibration and application
                                         of the Q Factors.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-38









Previously, the Company’s historical
loss experience was derived from the net loan charge-offs incurred in the prior four quarters and apportioned against the related
loan portfolio segment to determine an average loss history factor for each segment. Beginning with the June 30, 2013 calculation,
the Company adopted a two year weighted average as the basis for the calculation of its historical loss experience in which the
current year is weighted 56% versus 44% for the prior year experience. While the Company is mindful of its loss history, loss
experience from the past four quarters may not accurately reflect losses embedded in the older vintages of loans originated in
prior years. It is therefore considered by the Company to be more appropriate to look back at least two years in establishing
loss history, albeit more heavily weighted to the current year. As discussed above, the Company believes it has significantly
improved its risk grades through its increased workout efforts and as evidenced by the sale of $15.2 million in adversely classified
loans in June 2013. The general loan loss component derived from the loss history utilizing a longer time period which contains
more heightened, recent losses will be more consistent with, and reflective of, the inherent loss experience in the loan portfolio.
The new methodology for the calculation of historical loss factors has generated higher levels of general loan loss allowance
reserves, which is in line with the most recent experience, which is itself driven by the acceleration of charge-offs due to the
June 2013 loan sale.



With respect to the Q Factors, the new methodology increased
the number of Q factors, in particular, factors to measure the changes in the level and trends in net charge-offs. Despite the
addition to the number of Q Factors, the overall impact of the Q Factors is greatly diminished due to the improvement in the Bank’s
asset quality cited above. The related charge-offs and their impact on the recent and more heavily weighted loss experience, limits,
to a large extent, the need for additions to reserves resulting from Q Factors, and increases the confidence level in historical
loss experience as an indicator of losses inherent in the loan portfolio.



The impact of the changes in the Company’s
ALLL methodology implemented as of June 30, 2013 related to the Q Factors and the recalculation of the historical loan loss factors
resulted in a reduction in the ALLL balance of a combined $3.8 million when implemented as of June 30, 2013.



The Company continues to monitor and modify
its allowance for loan losses as conditions dictate. No assurances can be given that the level of allowance for loan losses will
cover all of the inherent losses on the loans or that future adjustments to the allowance for loan losses will not be necessary
if economic and other conditions differ substantially from the economic and other conditions used by management to determine the
current level of the allowance for loan losses.



The following tables set forth the balance
of and transactions in the allowance for loan losses at December 31, 2013, December 31, 2012 and December 31, 2011, by portfolio
segment, disaggregated by impairment methodology, which is then further segregated by loans evaluated for impairment individually
and collectively.



|                                                              |  | One-to-Four
    Family |         |   | Multi-Family
    and
    Commercial Real Estate |   |         | Construction
    and Land Development |  |   | Commercial
    Business 
    Loans |   |  | Consumer 
    Loans |        |   | Total |  
|------------------------------------------------------------- |  | ---------------------- | ------- | - | ----------------------------------------------- | - | ------- | ------------------------------------- |  | - | ---------------------------------- | - |  | ------------------- | ------ | - | ----- | -
|As of and for the year ended December
    31, 2013            |  |                        |         |   |                                                 |   |         |                                       |  |   |                                    |   |  |                     |        |   |       |  
|(In thousands)                                                |  |                        |         |   |                                                 |   |         |                                       |  |   |                                    |   |  |                     |        |   |       |  
|Allowance for loan losses:                                    |  |                        |         |   |                                                 |   |         |                                       |  |   |                                    |   |  |                     |        |   |       |  
|Beginning
    balance                                         |  | $                      | 1,988   |   |                                                 | $ | 4,892   |                                       |  | $ | 4,468                              |   |  | $                   | 2,725  |   |       | $
|Provision for loan losses                                     |  |                        | 478     |   |                                                 |   | 4,304   |                                       |  |   | (724                               | ) |  |                     | (42    | ) |       |  
|Charge-offs                                                   |  |                        | (650    | ) |                                                 |   | (4,687  | )                                     |  |   | (2,728                             | ) |  |                     | (1,817 | ) |       |  
|Recoveries                                                    |  |                        | 33      |   |                                                 |   | 588     |                                       |  |   | 102                                |   |  |                     | 577    |   |       |  
|Balance at December
    31, 2013                              |  | $                      | 1,849   |   |                                                 | $ | 5,097   |                                       |  | $ | 1,118                              |   |  | $                   | 1,443  |   |       | $
|Allowance related to loans:                                   |  |                        |         |   |                                                 |   |         |                                       |  |   |                                    |   |  |                     |        |   |       |  
|Individually evaluated
    for impairment                     |  | $                      | 70      |   |                                                 | $ | 23      |                                       |  | $ | 75                                 |   |  | $                   | 105    |   |       | $
|Collectively
    evaluated for impairment                     |  |                        | 1,779   |   |                                                 |   | 5,074   |                                       |  |   | 1,043                              |   |  |                     | 1,338  |   |       |  
|Total
    Allowance                                           |  | $                      | 1,849   |   |                                                 | $ | 5,097   |                                       |  | $ | 1,118                              |   |  | $                   | 1,443  |   |       | $
|                                                              |  |                        |         |   |                                                 |   |         |                                       |  |   |                                    |   |  |                     |        |   |       |  
|Ending loan balance individually
    evaluated for impairment |  | $                      | 7,001   |   |                                                 | $ | 4,085   |                                       |  | $ | 1,854                              |   |  | $                   | 2,580  |   |       | $
|Ending
    loan balance collectively evaluated for impairment |  |                        | 179,984 |   |                                                 |   | 119,049 |                                       |  |   | 3,755                              |   |  |                     | 22,926 |   |       |  
|Total
    Loans                                               |  | $                      | 186,985 |   |                                                 | $ | 123,134 |                                       |  | $ | 5,609                              |   |  | $                   | 25,506 |   |       | $



F-39







|                                                              |  | Multi-Family and Commercial Real Estate            |       
|------------------------------------------------------------- |  | -------------------------------------------------- | ------
|                                                              |  | Investor one-
    to-four family and multi- family |       
|As of and for the year ended December
    31, 2013            |  |                                                    |       
|(In thousands)                                                |  |                                                    |       
|Allowance for loan losses:                                    |  |                                                    |       
|Beginning balance                                             |  | $                                                  | -     
|Provision for loan losses                                     |  |                                                    | -     
|Charge-offs                                                   |  |                                                    | -     
|Recoveries                                                    |  |                                                    | -     
|Subtotal                                                      |  |                                                    |       
|Redistributed
    through segment expansion                   |  |                                                    | 526   
|Segment ending balance
    as of June 30, 2013                |  |                                                    | 526   
|Provision for loan losses                                     |  |                                                    | (7    
|Charge-offs                                                   |  |                                                    | (4    
|Recoveries                                                    |  |                                                    | -     
|Segment balance at
    December 31, 2013                      |  | $                                                  | 515   
|Allowance related to loans:                                   |  |                                                    |       
|Individually evaluated for impairment                         |  | $                                                  | -     
|Collectively evaluated for
    impairment                     |  |                                                    | 515   
|Total Allowance                                               |  | $                                                  | 515   
|                                                              |  |                                                    |       
|Ending loan balance individually
    evaluated for impairment |  | $                                                  | 1,167 
|Ending
    loan balance collectively evaluated for impairment |  |                                                    | 15,205
|Total Loans                                                   |  | $                                                  | 16,372



|                                                              |  | One-to-FourFamily |         |   | Multi-FamilyandCommercialReal Estate |   |         | Constructionand LandDevelopment |  |   | CommercialBusiness
 Loans |   |  | Consumer 
Loans |        |   | Total |  
|------------------------------------------------------------- |  | ----------------- | ------- | - | ------------------------------------ | - | ------- | ------------------------------- |  | - | ------------------------- | - |  | --------------- | ------ | - | ----- | -
|As of and for the year ended December
    31, 2012            |  |                   |         |   |                                      |   |         |                                 |  |   |                           |   |  |                 |        |   |       |  
|(In thousands)                                                |  |                   |         |   |                                      |   |         |                                 |  |   |                           |   |  |                 |        |   |       |  
|Allowance for Loan Losses:                                    |  |                   |         |   |                                      |   |         |                                 |  |   |                           |   |  |                 |        |   |       |  
|Beginning
    Balance                                         |  | $                 | 1,745   |   |                                      | $ | 3,745   |                                 |  | $ | 1,327                     |   |  | $               | 754    |   |       | $
|Provision for loan losses                                     |  |                   | 650     |   |                                      |   | 4,868   |                                 |  |   | 8,563                     |   |  |                 | 3,549  |   |       |  
|Charge-offs                                                   |  |                   | (411    | ) |                                      |   | (3,757  | )                               |  |   | (5,422                    | ) |  |                 | (1,594 | ) |       |  
|Recoveries                                                    |  |                   | 4       |   |                                      |   | 36      |                                 |  |   | -                         |   |  |                 | 16     |   |       |  
|Ending Balance                                                |  | $                 | 1,988   |   |                                      | $ | 4,892   |                                 |  | $ | 4,468                     |   |  | $               | 2,725  |   |       | $
|Allowance related to loans:                                   |  |                   |         |   |                                      |   |         |                                 |  |   |                           |   |  |                 |        |   |       |  
|Individually evaluated
    for impairment                     |  | $                 | 5       |   |                                      | $ | 271     |                                 |  | $ | 119                       |   |  | $               | 340    |   |       | $
|Collectively
    evaluated for impairment                     |  |                   | 1,983   |   |                                      |   | 4,621   |                                 |  |   | 4,349                     |   |  |                 | 2,385  |   |       |  
|Total
    Allowance                                           |  | $                 | 1,988   |   |                                      | $ | 4,892   |                                 |  | $ | 4,468                     |   |  | $               | 2,725  |   |       | $
|                                                              |  |                   |         |   |                                      |   |         |                                 |  |   |                           |   |  |                 |        |   |       |  
|Ending loan balance individually
    evaluated for impairment |  | $                 | 4,541   |   |                                      | $ | 14,373  |                                 |  | $ | 8,286                     |   |  | $               | 3,945  |   |       | $
|Ending
    loan balance collectively evaluated for impairment |  |                   | 204,463 |   |                                      |   | 119,176 |                                 |  |   | 18,347                    |   |  |                 | 29,025 |   |       |  
|Total
    Loans                                               |  | $                 | 209,004 |   |                                      | $ | 133,549 |                                 |  | $ | 26,633                    |   |  | $               | 32,970 |   |       | $



F-40









|At December 31, 2011                                          |  |   |         |   |  |   |         |   |  |   |        |   |  |   |        |   |  |  
|------------------------------------------------------------- |  | - | ------- | - |  | - | ------- | - |  | - | ------ | - |  | - | ------ | - |  | -
|Allowance for loan losses:                                    |  |   |         |   |  |   |         |   |  |   |        |   |  |   |        |   |  |  
|Beginning balance                                             |  | $ | 1,585   |   |  | $ | 2,714   |   |  | $ | 600    |   |  | $ | 884    |   |  | $
|Provision for loan losses                                     |  |   | 377     |   |  |   | 1,942   |   |  |   | 1,449  |   |  |   | 383    |   |  |  
|Charge-offs                                                   |  |   | (217    | ) |  |   | (911    | ) |  |   | (722   | ) |  |   | (516   | ) |  |  
|Recoveries                                                    |  |   | -       |   |  |   | -       |   |  |   | -      |   |  |   | 3      |   |  |  
|Ending balance                                                |  | $ | 1,745   |   |  | $ | 3,745   |   |  | $ | 1,327  |   |  | $ | 754    |   |  | $
|Allowance related to loans:                                   |  |   |         |   |  |   |         |   |  |   |        |   |  |   |        |   |  |  
|Individually evaluated for impairment                         |  | $ | 109     |   |  | $ | 335     |   |  | $ | 665    |   |  | $ | 286    |   |  | $
|Collectively evaluated for
    impairment                     |  |   | 1,636   |   |  |   | 3,410   |   |  |   | 662    |   |  |   | 468    |   |  |  
|Total Allowance                                               |  | $ | 1,745   |   |  | $ | 3,745   |   |  | $ | 1,327  |   |  | $ | 754    |   |  | $
|                                                              |  |   |         |   |  |   |         |   |  |   |        |   |  |   |        |   |  |  
|Ending
    loan balance individually evaluated for impairment |  | $ | 2,721   |   |  | $ | 4,422   |   |  | $ | 8,474  |   |  | $ | 3,585  |   |  | $
|Ending
    loan balance collectively evaluated for impairment |  |   | 215,172 |   |  |   | 156,436 |   |  |   | 17,771 |   |  |   | 33,060 |   |  |  
|Total Loans                                                   |  | $ | 217,893 |   |  | $ | 160,858 |   |  | $ | 26,245 |   |  | $ | 36,645 |   |  | $



The allowance for loan losses allocated
to each portfolio segment is not necessarily indicative of future losses in any particular portfolio segment and does not restrict
the use of the allowance to absorb losses in other portfolio segments.



Our banking regulators, as an integral
part of their examination process, periodically review our allowance for loan losses. The examination may require us to make additional
provisions for loan losses based on judgments different from ours. The Company also periodically engages an independent consultant
to review our credit risk grading process and the risk grades on selected portfolio segments as well as the methodology, analysis
and adequacy of the allowance for loan and lease losses.



Although we believe that we use the best
information available to establish the allowance for loan losses, future adjustments to the allowance for loan losses may be necessary
and results of operations could be adversely affected if circumstances differ substantially from the assumptions used in making
the determinations. Furthermore, while we believe we have established our allowance for loan losses in conformity with generally
accepted accounting principles, there can be no assurance that regulators, in reviewing our loan portfolio, will not request us
to increase our allowance for loan losses. In addition, because further events affecting borrowers and collateral cannot be predicted
with certainty, there can be no assurance that the existing allowance for loan losses is adequate or that increases will not be
necessary should the quality of any loans deteriorate as a result of the factors discussed above. Any material increase in the
allowance for loan losses may adversely affect our financial condition and results of operations.



NOTE 5 - MORTGAGE BANKING AND MORTGAGE
SERVICING RIGHTS



Mortgage banking includes two components: (1) the origination
of residential mortgage loans for sale in the secondary market and (2) the servicing of mortgage loans sold to investors. The
following represents the Company’s non-interest income derived from these activities for the three years ended December
31, 2013.



|                          |  | For the year ended December 31, |      
|------------------------- |  | ------------------------------- | -----
|(In Thousands)            |  | 2013                            |      
|Gain on sales of loans    |  | $                               | 946  
|Mortgage servicing income |  | $                               | 343  
|Total                     |  | $                               | 1,289



F-41









The Bank originates government residential
mortgage loans which are sold servicing released. The Bank also originates conventional residential mortgage loans for its portfolio
and for sale, both on a servicing rights retained and released basis.



The Bank services loans for other financial
institutions and agencies. These loans are originated by the Bank and then sold. The Bank continues to service these loans and
remits the payments received to the purchasing institution. The amounts of these loans were approximately $142.17 million and
$135.16 million at December 31, 2013 and 2012, respectively.



The balance of mortgage-servicing rights, included in other
assets, and the changes therein for the years ended December 31, 2013, 2012, and 2011 were as follows:



|(In thousands)                   |  | 2013 |       |   | 2012 |   |       | 2011 | 
|-------------------------------- |  | ---- | ----- | - | ---- | - | ----- | ---- | 
|Balance at beginning of the year |  | $    | 1,039 |   |      | $ | 700   |      | 
|Servicing rights capitalized     |  |      | 380   |   |      |   | 692   |      | 
|Amortization of servicing rights |  |      | (370  | ) |      |   | (323  | )    | 
|Periodic impairment              |  |      | 44    |   |      |   | (30   | )    | 
|Balance at the end of the year   |  | $    | 1,093 |   |      | $ | 1,039 |      | 





At December 31, 2013 and 2012, key economic
assumptions and the sensitivity of the current fair value of residual cash flows, should immediate 10 percent and 20 percent adverse
changes in those assumptions occur, were as follows:



|(In thousands)                             |  | 2013 |       |   | 2012 |     |       | 2011 | 
|------------------------------------------ |  | ---- | ----- | - | ---- | --- | ----- | ---- | 
|Carrying amount                            |  | $    | 1,093 |   |      | $   | 1,039 |      | 
|                                           |  |      |       |   |      |     |       |      | 
|Weighted average life (in years)           |  |      | 7.04  |   |      |     | 6.20  |      | 
|                                           |  |      |       |   |      |     |       |      | 
|Prepayment speed assumption                |  | PSA  | 160   |   |      | PSA | 241   |      | 
|Impact on fair value of 10% adverse change |  |      | (88   | ) |      |     | (74   | )    | 
|Impact on fair value of 20% adverse change |  |      | (134  | ) |      |     | (121  | )    | 
|                                           |  |      |       |   |      |     |       |      | 
|Residual cash flows discount rate (annual) |  |      | 7.75  | % |      |     | 6.50  | %    | 
|Impact on fair value of 10% adverse change |  |      | (70   | ) |      |     | (55   | )    | 
|Impact on fair value of 20% adverse change |  |      | (134  | ) |      |     | (106  | )    | 



NOTE 6 - FORECLOSED REAL ESTATE



Changes in foreclosed real estate for
the years ended December 31, 2013, 2012 and 2011 are as follows:



|                           |  | For the Year Ended December 31, |      
|-------------------------- |  | ------------------------------- | -----
|(In thousands)             |  | 2013                            |      
|Beginning Balance          |  | $                               | 735  
|Additions                  |  |                                 | 2,116
|Proceeds from dispositions |  |                                 | (676 
|Gain (loss) on sales       |  |                                 | (66  
|Writedowns                 |  |                                 | (263 
|Balance at end of period   |  | $                               | 1,846



F-42







At December 31, 2013, the Bank held seven properties consisting primarily of two parcels of developed
residential lots with an aggregate value of $1.46 million. In January 2014, the largest property with a carrying value of $998,000
sold for $1.0 million. The other five properties at December 31, 2013 consisted of three single family residences and two unimproved
parcels – one zoned as commercial and the other zoned as residential.



At December 31, 2013 and 2012, respectively,
the Bank had $3.12 million and $1.48 million in loans in the process of foreclosure.



The Company records the gain (loss) on
sale of foreclosed real estate in the expenses on foreclosed properties, net category along with expenses for acquiring and maintaining
foreclosed real estate properties.



NOTE 7 - PREMISES AND EQUIPMENT



Premises and equipment at December 31,
2013 and 2012 were summarized as follows:



|(Dollars in thousands)                    |  | 2013 |        |   | 2012 |  
|----------------------------------------- |  | ---- | ------ | - | ---- | -
|Banking offices                           |  | $    | 8,567  |   |      | $
|Furniture and equipment                   |  |      | 5,513  |   |      |  
|Land                                      |  |      | 1,593  |   |      |  
|Leasehold improvements                    |  |      | 1,408  |   |      |  
|                                          |  |      | 17,081 |   |      |  
|Accumulated depreciation and amortization |  |      | (7,717 | ) |      |  
|                                          |  |      |        |   |      |  
|Premises and equipment, net               |  | $    | 9,364  |   |      | $



Depreciation and amortization expenses
were $684,000, $718,000, and $746,000 for the years ended December 31, 2013, 2012 and 2011, respectively.



The Bank leases space for five of its branch offices. The leases for the branch offices have expiration
dates ranging from 2014 through 2050, and are accounted for as operating leases. Rent expense were $335,000, $321,000 and $305,000
for the years ended December 31, 2013, 2012 and 2011, respectively. The Bank rents excess space in its banking offices to tenants.
At December 31, 2013, future minimum rental income and lease payment expense are expected to be:





|(Dollars in thousands)     |  | Income |       |  | Expense |  
|-------------------------- |  | ------ | ----- |  | ------- | -
|2014                       |  | $      | 104   |  |         | $
|2015                       |  |        | 106   |  |         |  
|2016                       |  |        | 109   |  |         |  
|2017                       |  |        | 111   |  |         |  
|2018                       |  |        | 115   |  |         |  
|Thereafter                 |  |        | 1,063 |  |         |  
|                           |  |        |       |  |         |  
|Total future minimum rents |  | $      | 1,608 |  |         | $



F-43









NOTE 8 - DEPOSITS



Deposits are summarized as follows:





|                                       |  | At December 31, 2013 |        
|-------------------------------------- |  | -------------------- | -------
|(Dollars in thousands)                 |  | 2013                 |        
|                                       |  | Amount               |        
|Noninterest bearing demand deposits    |  | $                    | 69,147 
|Interest bearing deposits              |  |                      |        
|Now accounts and money market accounts |  |                      | 49,514 
|Savings accounts                       |  |                      | 117,004
|Certificates of deposit                |  |                      | 155,182
|Total interest bearing deposits        |  |                      | 321,700
|Total deposits                         |  | $                    | 390,847







Related party deposits aggregated approximately $417,000 and
$622,000 as of December 31, 2013 and 2012, respectively.



Interest paid on deposits for the years
ended December 31, 2013, 2012 and 2011 was as follows:





|                                       |  | For the Year Ended December 31, |      
|-------------------------------------- |  | ------------------------------- | -----
|(In thousands)                         |  | 2013                            |      
|Now accounts and money market accounts |  | $                               | 181  
|Savings accounts                       |  |                                 | 279  
|Time certificates                      |  |                                 | 2,345
|Total interest expense on deposits     |  | $                               | 2,805







The aggregate amount of individual certificate
accounts of $100,000 or more at December 31, 2013 and 2012 was $62.46 million and $70.49 million, respectively.
Deposits up to $250,000 are federally insured through the Federal Deposit Insurance Corporation (“FDIC”). The aggregate
amount of individual certificate accounts of $250,000 or more at December 31, 2013 and 2012 was $11.53 million and $15.27 million,
respectively. At December 31, 2013, the scheduled maturities for certificate accounts were as follows:



|(In thousands)                    |  | 2013 |        
|--------------------------------- |  | ---- | -------
|                                  |  |      |        
|Certificate accounts maturing in: |  |      |        
|Under 12 months                   |  | $    | 74,268 
|12 to 24 months                   |  |      | 25,064 
|24 to 36 months                   |  |      | 25,794 
|Over 36 months                    |  |      | 30,056 
|                                  |  |      |        
|Total certificate accounts        |  | $    | 155,182



F-44







NOTE 9 - FHLB ADVANCES AND STOCK



| | (a) | FHLB Advances
| | --- | -------------



The Bank is a member of the Federal Home
Loan Bank of Boston (“FHLB”). At December 31, 2013, the Bank had the ability to borrow from the FHLB based on a certain
percentage of the value of the Bank’s qualified collateral, as defined in the FHLB Statement of Products Policy, at the
time of the borrowing. In accordance with an agreement with the FHLB, the qualified collateral must be free and clear of liens,
pledges and encumbrances.



The following table presents certain information regarding
our Federal Home Loan Bank advances during the periods or at the dates indicated.



|                       |  | At December 31, 2013 |        |  | At December 31, 2012 | 
|---------------------- |  | -------------------- | ------ |  | -------------------- | 
|                       |  |                      |        |  | Weighted             | 
|                       |  | Amount               |        |  | Average              | 
|(Dollars in thousands) |  | Due                  |        |  | Cost                 | 
|Year of maturity:      |  |                      |        |  |                      | 
|2013                   |  | $                    | -      |  |                      | 
|2014                   |  |                      | 1,377  |  |                      | 
|2015                   |  |                      | 1,500  |  |                      | 
|2016                   |  |                      | 2,800  |  |                      | 
|2017 - 2021            |  |                      | 18,368 |  |                      | 
|2022 - 2026            |  |                      | 638    |  |                      | 
|2027 - 2028            |  |                      | 610    |  |                      | 
|                       |  |                      |        |  |                      | 
|Total FHLB advances    |  | $                    | 25,293 |  |                      | 



FHLB advances are secured by a blanket
lien on the Bank’s assets. Included in the amounts above are two long-term amortizing advances, which mature in 2023 and
2028 with interest rates of 0.27% and 0.0%, respectively, obtained under the Affordable Housing Program offered by FHLB. These
advances were used to provide loans, at nominal cost to the borrower, for development of low-cost housing in the Bank’s
market area.



In
August 2013, the Bank restructured FHLB advances in the aggregate amount of $15.4 million, thereby extending the maturities of
these advances. As a result of this restructuring, the average term for these advances increased from 1.2 years to 4.4 years and
the average annual cost for these advances was reduced from 3.08% to 2.77%. Because a “less than substantial” change
in the cash flows of the modified debt occurred in this restructuring, the restructured debt is accounted for as a modification
in accordance with the new terms of the modified debt, and not as an extinguishment of debt.



The Bank has an agreement with FHLB providing
for future credit availability of up to twenty times the amount of FHLB stock held by the Bank, not to exceed 30% of its total
assets.



| | (b) | FHLB Stock
| | --- | ----------



The
Bank is required to maintain an investment in capital stock of the FHLB in an amount that is based on a percentage of its outstanding
residential first mortgage loans. The stock is bought from and sold to the Federal Home Loan Bank based upon its $100 par value.
The stock does not have a readily determinable fair value and as such is classified as restricted stock, carried at cost and evaluated
for impairment.The Bank held FHLB stock of $5,444,300 and $5,917,000 at December 31, 2013 and 2012, respectively. Management
evaluated the Company’s investment in FHLB stock for other-than-temporary impairment, consistent with accounting policy.
Based on management’s evaluation of this investment, including consideration of factors such as the long term nature of
the investment, the liquidity position of the FHLB, its operating performance and the impact of legislative and regulatory changes
on the FHLB and its customer base, management concluded that the stock was not impaired for the periods presented herein.







F-45







NOTE 10 - OTHER BORROWED FUNDS



The Bank utilizes securities sold under
agreements to repurchase to accommodate its customers’ needs to invest funds short term and as a source of borrowings.



The following table presents certain information
regarding our repurchase agreements during the year or at the dates indicated.



|                                                                      |  | At or for the year to date period ended |       
|--------------------------------------------------------------------- |  | --------------------------------------- | ------
|(Dollars in thousands)                                                |  | December 31, 2013                       |       
|                                                                      |  |                                         |       
|Maximum amount of Repurchase Agreements outstanding during the period |  | $                                       | 21,256
|                                                                      |  |                                         |       
|Average Repurchase Agreements outstanding during the period           |  | $                                       | 10,866
|                                                                      |  |                                         |       
|Weighted average interest rate during the period                      |  |                                         | 0.24  
|                                                                      |  |                                         |       
|Balance outstanding at end of period                                  |  | $                                       | 4,173 
|                                                                      |  |                                         |       
|Weighted average interest rate at end of period                       |  |                                         | 0.01  



Repurchase agreements generally have terms
of one day and are secured by government agency securities.



The Bank maintains a credit facility with
the Federal Reserve Bank of Boston for which certain assets are pledged to secure such borrowings. As of December 31, 2013 and
2013, there were no borrowings outstanding under this facility. In addition, the Federal Reserve Bank of Boston, as one of the
Bank’s correspondent banks, requires the Bank to pledge at least $1 million in the loans and/or investment securities for
potential daylight overdraft exposure. At December 31, 2013 and 2012, the Bank had $3.38 million and $24.53 million in commercial
real estate loans pledged with the Federal Reserve Bank of Boston.



At December 31, 2013, the Bank had reserve
requirements with the Federal Reserve Bank of Boston amounting to $3.69 million. In addition to the Bank’s $2.6 million
in vault cash, the use of $1.09 million in balances held at the Federal Reserve Bank of Boston was restricted to meet these reserve
requirements.



NOTE 11 - PENSION AND OTHER POSTRETIREMENT
BENEFITS



Pension plan

As described in Note 1, the Company participates
in the Pentegra Defined Benefit Plan for Financial Institutions, a tax-qualified defined benefit pension plan (the "Pentegra
Plan").



Contributions to the Pentegra Plan were
$276,000, $373,000 and $370,000 for the years ended December 31, 2013, 2012 and 2011. The funded status of the Pentegra Plan was
92.29%, 97.12% and 81.56% as of the beginning of the plan years (July 1, 2013, 2012 and 2011, respectively). The Bank was not
listed in the Pentegra Plan’s Forms 5500 as providing more than 5 percent of the total contributions for the plan years
ended June 30, 2013 or 2012, respectively.



The Plan was amended, effective September 1,
2005, and is considered frozen, with no new participants being accepted. No future compensation will be considered for benefit
accruals, and there will be no future credited service, service accruals, or additional accrued benefits.



The Bank’s net pension cost was
$230,000, $418,000 and $284,000 for the years ended December 31, 2013, 2012 and 2011, respectively.



Defined contribution plan



As described in Note 1, the Bank has a
defined contribution 401(k) plan for eligible employees. The Bank provides 75% matching of employee contributions on up to 6%
of the employee’s salary. The Bank’s contribution vests over a six year graded vesting schedule. The Bank’s
contribution to the plan was $243,000, $243,000, and $224,000 for the years ended December 31, 2013, 2012 and 2011, respectively.







F-46







Directors’ retirement plan



As described in Note 1, the Bank sponsors
a deferred compensation plan under which certain non-employee directors may elect to defer up to 100% of their compensation in
the form of either cash or stock-appreciation rights (“SARs”). The plan also provides for a $10,000 annual payment
to each participating director which the director may elect to defer under the plan. Excluding the $10,000 supplemental annual
compensation included in director’s compensation expense, the Company’s cost for these benefits amounted to $2,000,
$1,000 and $3,000, respectively for the years ended December 31, 2013, 2012 and 2011. At December 31, 2013, the accumulated liability
under this plan amounted to $53,000.



Other Benefits



The Company has investments in, and is
the beneficiary of, life insurance policies on the lives of certain current and former officers. The purpose of these life insurance
investments is to provide income through the appreciation in cash surrender value and death benefits of the policies. These policies
have aggregate cash surrender values of $10,132,000 and $9,854,000 at December 31, 2013 and 2012, respectively. These assets are
maintained with three insurance carriers. Income earned on the life insurance policies aggregated $278,000, $299,000 and $308,000
for the years ended December 31, 2013, 2012 and 2011, respectively.



Healthcare benefits

As described in Note 1, in addition to
providing pension benefits, the Bank has provided certain health care benefits to retired employees (the “Healthcare Benefits
Plan”). The Company’s accrued costs of providing these benefits amounted to $0, $87,000 and $28,000 for the years
ended December 31, 2013, 2012 and 2011.



In November 2013, the Bank discontinued
the post retirement benefits provided under this program and reduced the related accrued liability balance by $487,000.



The following table summarizes the obligation
and funded status for the Healthcare Benefits Plan as of December 31, 2013 and 2012:



|                                                      |  | At or for the Year Ended December 31, |     
|----------------------------------------------------- |  | ------------------------------------- | ----
|(In thousands)                                        |  | 2013                                  |     
|Change in benefit obligation                          |  |                                       |     
|Projected benefit obligation at beginning
    of year |  | $                                     | 491 
|Curtailment of benefits                               |  |                                       | (487
|Interest cost                                         |  |                                       | -   
|Projected benefit obligation
    at end of year       |  |                                       | 4   
|Change in plan assets:                                |  |                                       |     
|Fair value of plan assets at beginning of year        |  |                                       | -   
|Employer contributions                                |  |                                       | 41  
|Plan participant contributions                        |  |                                       | -   
|Benefits paid                                         |  |                                       | (41 
|Fair value of plan assets at
    end of year          |  |                                       | -   
|                                                      |  |                                       |     
|Funded status at end of year                          |  | $                                     | (4  



F-47









The benefit costs related to the Healthcare
Benefits Plan for the years ended December 31, 2013, 2012 and 2011were as follows:

|                                        |  | For the Year Ended December 31, |  
|--------------------------------------- |  | ------------------------------- | -
|(In thousands)                          |  | 2013                            |  
|Components of net periodic benefit cost |  |                                 |  
|Interest cost                           |  | $                               | -
|Expected return on plan assets          |  |                                 | -
|Net periodic benefit cost               |  |                                 | -



The discount rates used in determining
healthcare benefits were 3.91% and 5.00% at December 31, 2012 and 2011, respectively.





NOTE 12 - EMPLOYEE STOCK OWNERSHIP
PLAN (“ESOP”)



On September 30, 2004, the ESOP purchased
297,435 shares of the common stock of the Company. To fund the purchase, the ESOP borrowed $2,980,910 from the Company. The borrowing
is at an annual interest rate of 4.75% and is to be repaid on a pro-rata basis in fifteen annual installments of $282,520 commencing
with the quarter ended December 31, 2004 through September 30, 2019.



On June 29, 2011 in conjunction with the
second step mutual to stock conversion, the ESOP purchased 250,380 shares of the common stock of the Company. To fund the purchase,
the ESOP borrowed $2,003,040 from the Company. The borrowing is at an annual interest rate of 3.25% and is to be repaid on a pro-rata
basis in twenty annual installments of $135,657 commencing with the quarter ended December 31, 2011 through December 31,
2030.



Dividends paid on the unreleased shares
are used to reduce the principal balance of the loans. The collateral for the loans are the unreleased shares of the common stock
purchased by the ESOP. Although contributions by the Bank to the ESOP are discretionary, the Bank intends to make annual contributions
in an aggregate amount at least equal to the principal and interest requirements on the debt.



The shares of stock purchased by the ESOP
are held in a suspense account until they are released for allocation among participants. The shares will be released annually
from the suspense account and the released shares will be allocated among the participants on the basis of each participant’s
compensation for the year of allocation. As shares are released from collateral, the Bank recognizes compensation expense equal
to the average market price of the shares during the period and the shares will be outstanding for earning per share calculation
purposes. The shares not released are reported as unearned ESOP shares in the capital accounts of the consolidated statements
of financial condition. ESOP expense for the years ended December 31, 2013, 2012 and 2011 was $233,000, $231,000 and $254,000,
respectively. At December 31, 2013 the Company has committed to release to the ESOP 32,364 earned but unallocated shares. At December
31, 2013 and 2012, there were 326,751 and 359,115 unearned and unreleased ESOP shares, respectively, which had aggregate fair
values of $2,366,000 and $2,388,000, respectively.



NOTE 13 - STOCK-BASED COMPENSATION



In 2005, stockholders of the Company approved
the Naugatuck Valley Financial Corporation 2005 Equity Incentive Plan (the “Incentive Plan”). Under the Incentive
Plan, the Company may grant up to 371,794 stock options and 148,717 shares of restricted stock to its employees, officers and
directors for an aggregate amount of up to 520,511 shares of the Company’s common stock for issuance upon the grant or exercise
of awards. Both incentive stock options and non-statutory stock options may be granted under the Incentive Plan. As of December
31, 2013, 253,840 shares remain available for future issuances under this plan. The majority of these stock options and restricted
stock shares were granted during the period from July 2005 to July 2008.



Stock option awards have been granted
with an exercise price equal to the market price of the Company’s stock at the date of grant. Stock options and restricted
stock awards are considered common stock equivalents for the purpose of computing earnings per share on a diluted basis.



F-48









A summary of the status of outstanding
stock options at December 31, 2013, 2012 and 2011 and changes therein was as follows:



|                                                                   |  | 2013   |         |   | 2012     |   |       | 2011   | 
|------------------------------------------------------------------ |  | ------ | ------- | - | -------- | - | ----- | ------ | 
|                                                                   |  |        |         |   | Weighted |   |       |        | 
|                                                                   |  | Number |         |   | Average  |   |       | Number | 
|                                                                   |  | of     |         |   | Exercise |   |       | of     | 
|                                                                   |  | Shares |         |   | Price    |   |       | Shares | 
|                                                                   |  |        |         |   |          |   |       |        | 
|Options outstanding
    at beginning of year                       |  |        | 197,561 |   |          | $ | 11.16 |        | 
|Granted                                                            |  |        | -       |   |          |   | -     |        | 
|Forfeited                                                          |  |        | -       |   |          |   | -     |        | 
|Exercised                                                          |  |        | -       |   |          |   | -     |        | 
|Expired                                                            |  |        | (77,775 | ) |          |   | 11.12 |        | 
|Options
    outstanding at end of year                             |  |        | 119,786 |   |          |   | 11.18 |        | 
|                                                                   |  |        |         |   |          |   |       |        | 
|Options
    exercisable at end of year                             |  |        | 119,786 |   |          |   | 11.18 |        | 
|                                                                   |  |        |         |   |          |   |       |        | 
|Weighted-average fair
    value of options granted during the year |  |        |         |   |          |   | N/A   |        | 



The Company records stock-based compensation
expense related to outstanding stock options and restricted stock awards based upon the fair value at the date of grant over the
vesting period of such awards on a straight-line basis. Both stock options and restricted stock awards vest at 20% per year
beginning on the first anniversary of the date of grant.



The fair value of each stock option award
is estimated on the date of grant using the Black-Scholes option pricing model which includes several assumptions such as volatility,
expected dividends, expected term and risk-free rate for each stock option award.



In determining the expected term of the
option awards, the Company has estimated the expected term of the options as being equal to the average of the vesting term plus
the original contractual term of ten years. The Company estimated its volatility using the historical volatility of other, similar
companies during a period of time equal to the expected life of the options. The risk-free rate for the periods within the contractual
life of the options is based upon the U.S. Treasury yield curve in effect at the time of grant.



Assumptions used to determine the weighted average fair value
of stock options granted were as follows:



|                                                     |  | Grant Date |      
|---------------------------------------------------- |  | ---------- | -----
|                                                     |  | July 26,   |      
|                                                     |  | 2008       |      
|                                                     |  |            |      
|Dividend yield                                       |  |            | 2.74 
|Expected volatility                                  |  |            | 13.40
|Risk-free rate                                       |  |            | 3.56 
|Expected life in years                               |  |            | 6.5  
|                                                     |  |            |      
|Weighted average fair value of options at grant date |  | $          | 1.51 



The Company recorded stock-based compensation
expense of $1,000, $1,000 and $19,000 for the years ended December 31, 2013, 2012 and 2011, respectively, in connection with the
stock option and restricted stock awards. At December 31, 2013, the Company has no unrecorded option expense to be recognized
over the remaining vesting period of the options.



F-49









NOTE 14 - INCOME TAXES



The provision for income taxes for the
years ended December 31, 2013, 2012 and 2011 consisted of:



|(In thousands)                        |  | 2013 |     |  | 2012 |   |        | 2011 | 
|------------------------------------- |  | ---- | --- |  | ---- | - | ------ | ---- | 
|Current income tax expense (benefit)  |  | $    | 128 |  |      | $ | (2,327 | )    | 
|                                      |  |      |     |  |      |   |        |      | 
|Deferred income tax expense (benefit) |  |      | 242 |  |      |   | 2,475  |      | 
|                                      |  |      |     |  |      |   |        |      | 
|Provision
    for income taxes        |  | $    | 370 |  |      | $ | 148    |      | 



The Bank’s wholly-owned subsidiary,
Naugatuck Valley Mortgage Servicing Corporation, qualifies and operates as a Connecticut passive investment company pursuant to
legislation. Because the subsidiary earns income from passive investments which is exempt from Connecticut Corporation Business
Tax and its dividends to the Bank are exempt from state tax, the Bank no longer expects to incur state income tax expense.







A reconciliation of the statutory federal
income tax rate applied to income before income taxes with the income tax provision is as follows:



|                                                          |  | Year Ended December 31, |       
|--------------------------------------------------------- |  | ----------------------- | ------
|(Dollars in thousands)                                    |  | 2013                    |       
|Income tax expense (benefit) at statutory rate of 34%     |  | $                       | (2,879
|                                                          |  |                         |       
|Increase (decrease) in income tax expense resulting from: |  |                         |       
|Nondeductible compensation expense                        |  |                         | 79    
|Income exempt from income tax                             |  |                         | (171  
|Valuation allowance on income tax benefits                |  |                         | 3,310 
|Other items, net                                          |  |                         | 31    
|                                                          |  |                         |       
|Provision for income taxes                                |  | $                       | 370   





F-50







The tax effects of temporary differences that give rise to
deferred tax assets and liabilities were as follows at December 31, 2013 and 2012:



|(In thousands)                                  |  | 2013 |        |   | 2012 |  
|----------------------------------------------- |  | ---- | ------ | - | ---- | -
|                                                |  |      |        |   |      |  
|Deferred tax assets                             |  |      |        |   |      |  
|Reserve for loan losses                         |  | $    | 3,371  |   |      | $
|Net operating loss carryforwards                |  |      | 4,782  |   |      |  
|Deferred income                                 |  |      | 123    |   |      |  
|Stock based compensation                        |  |      | 89     |   |      |  
|Charitable contributions                        |  |      | 27     |   |      |  
|Alternative minimum taxes ("AMT") paid          |  |      | 152    |   |      |  
|Post-retirement benefits                        |  |      | 19     |   |      |  
|Other than temporary impairment on securities   |  |      | 615    |   |      |  
|Gross deferred tax assets                       |  |      | 9,178  |   |      |  
|                                                |  |      |        |   |      |  
|Valuation allowance                             |  |      | (8,686 | ) |      |  
|Deferred tax assets, net of valuation allowance |  |      | 492    |   |      |  
|                                                |  |      |        |   |      |  
|Deferred tax liabilities                        |  |      |        |   |      |  
|Depreciation                                    |  |      | (121   | ) |      |  
|Available-for-sale securities                   |  |      | -      |   |      |  
|Mortgage servicing rights                       |  |      | (371   | ) |      |  
|Total deferred tax liabilities                  |  |      | (492   | ) |      |  
|                                                |  |      |        |   |      |  
|Net deferred tax assets                         |  | $    | -      |   |      | $



Deferred income taxes reflect the impact
of “temporary differences” between the amount of assets and liabilities for financial reporting purposes and such
amounts as measured by tax laws and regulations. The largest component of our net deferred tax asset at December 31, 2013 was
our net operating loss carryforwards and temporary differences related to the activity in our allowance for loan losses. The Company
records a valuation allowance against deferred tax assets if, based on the weight of available evidence, it is more likely than
not, that some or all of the deferred tax assets will not be realized. Due to the magnitude of the operating losses in 2013 and
2012 and the related deferred tax assets, management has concluded that it is more likely-than-not that the Company will be unable
to realize its deferred tax assets in the foreseeable future, and accordingly has established valuation allowances of $8.69 million
and $5.38 million, respectively, which equal 100% of the net deferred tax assets at December 31, 2013 and December 31, 2012. If,
in the future, the Company generates taxable income on a sustained basis sufficient to support the deferred tax assets, management’s
conclusion regarding the need for a deferred tax valuation allowance could change, resulting in the reversal of all or a portion
of the deferred tax asset valuation at that time.



Retained earnings at December 31, 2013
includes a contingency reserve for loan losses of $1,843,000 which represents the tax reserve balance existing at December 31,
1987, and is maintained in accordance with provisions of the Internal Revenue Code applicable to thrift institutions. It is not
anticipated that the Company will incur a federal income tax liability related to the reduction of this reserve and accordingly,
deferred income taxes of $627,000 has not been recognized as of December 31, 2013.





During 2013, the Company received $2.3 million in federal income tax refunds from the 2012 net operating
loss carryback tax returns filed, which recovered all available previously paid federal income taxes. In addition, the Company
received $800,000 in federal tax refunds in 2013 from the 2012 tax return. The December 31, 2013 net operating loss carry forward
expiring in 2033 could reduce future taxable income by approximately $14.1 million.



Management regularly analyzes their tax
positions and at December 31, 2013, does not believe that the Company has taken any tax positions where future deductibility is
not certain. As of December 31, 2013, the Company is subject to unexpired statutes of limitation for examination of its tax returns
for U.S. federal and Connecticut income taxes for the years 2010-2012.



F-51









NOTE 15 - STOCKHOLDERS’ EQUITY



The following table shows earnings per share information at
December 31, 2013, 2012 and 2011:



|                                                      |  | For the years ended December 31, |          
|----------------------------------------------------- |  | -------------------------------- | ---------
|(In thousands except share and per share data)        |  | 2013                             |          
|                                                      |  |                                  |          
|Net income (loss) available to common stockholders    |  | $                                | (8,839   
|Basic:                                                |  |                                  |          
|Weighted average shares outstanding during the period |  |                                  | 7,002,208
|Less: Unallocated ESOP shares                         |  |                                  | (359,115 
|Total for Basic EPS calculation                       |  |                                  | 6,643,093
|Diluted:                                              |  |                                  |          
|Weighted average shares outstanding during the period |  |                                  | 7,002,208
|Less: Unallocated ESOP shares                         |  |                                  | (359,115 
|Total for Diluted EPS calculation                     |  |                                  | 6,643,093
|Net income (loss) per common share:                   |  |                                  |          
|Basic and diluted earnings per share                  |  | $                                | (1.33    



Basic net income per common share is calculated
by dividing the net income (loss) available to common stockholders by the weighted average number of common shares outstanding
during the period. Diluted net income per common share is computed in a manner similar to basic net income per common share except
that the weighted average number of common shares outstanding is increased to include the incremental common shares (as computed
using the treasury stock method) that would have been outstanding if all potentially dilutive common stock equivalents were issued
during the period. The Company’s common stock equivalents relate solely to stock option and restricted stock awards. Anti-dilutive
shares are common stock equivalents with weighted average exercise prices in excess of the weighted average market value for the
periods presented. For the year ended December 31, 2013, anti-dilutive options excluded from the calculations totaled 115,496
options (with an exercise price of $11.12) and 4,290 options (with an exercise price of $12.51). For the year ended December 31,
2012, anti-dilutive options excluded from the calculations totaled 203,172 options (with an exercise price of $11.12) and 4,540
options (with an exercise price of $12.51). For the year ended December 31, 2011, anti-dilutive options excluded from the calculations
totaled 306,477 options (with an exercise price of $11.12) and 7,482 options (with an exercise price of $12.51).



NOTE 16 - COMMITMENTS AND CONTINGENCIES



The Company is a party to financial instruments
with off-balance sheet risk in the normal course of business to meet the financing needs of its customers and to reduce its own
exposure to fluctuations in interest rates. These financial instruments include commitments to extend credit, unused portions
of lines of credit, home equity lines of credit and letters of credit. Those instruments involve, to varying degrees, elements
of credit and interest rate risk in excess of the amounts recognized in the statement of financial condition.



The following table
summarizes these financial instruments and other commitments and contingent liabilities as of December 31, 2013 and 2012:



F-52













|(In thousands)                             |  | 2013 |        |  | 2012 |  
|------------------------------------------ |  | ---- | ------ |  | ---- | -
|Commitments to extend credit:              |  |      |        |  |      |  
|Commercial loan commitments                |  | $    | 12,572 |  |      | $
|Unused home equity lines of credit         |  |      | 19,169 |  |      |  
|Commercial and industrial loan commitments |  |      | 10,153 |  |      |  
|Amounts due on other commitments           |  |      | 6,618  |  |      |  
|Commercial letters of credit               |  |      | 1,371  |  |      |  



At December 31, 2013, included in the
commitments to extend credit were commitments to fund loans in the amount of $4.0 million with fixed interest rates ranging from
3.25% to 17.0%.



The Company’s exposure to credit
loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby
letters of credit is represented by the contractual notional amount of those instruments. The Company uses the same credit policies
in making commitments and conditional obligations as it does for on-balance sheet instruments.



Commitments to extend credit are agreements
to lend to a customer as long as there is no violation of any condition established in the contract. Commitments are principally
collateralized by mortgages on real estate, generally have fixed expiration dates or other termination clauses and may require
payment of fees. Since some of the commitments may expire without being drawn upon, the total commitment amounts do not necessarily
represent future cash requirements.



The Company establishes an accrued liability
for unfunded commitments, litigation or regulatory matters in the periods when those matters arise, and the resulting loss contingency
is both probable and estimable. In such cases, there may be an exposure to loss in excess of any amounts accrued. There were no
such accruals at December 31, 2013.



NOTE 17 - FAIR VALUE



The
Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair
value disclosures. A description of the valuation methodologies used for assets and liabilities recorded at fair value, and for
estimating fair value for financial and non-financial instruments not recorded at fair value, is set forth below:



Cash and cash equivalents—The
carrying amounts for cash and due from banks and federal funds sold approximate fair value because of the short maturities of
those investments. The Company does not record these assets at fair value on a recurring basis. These assets are classified as
Level 1 within the fair value hierarchy.



Available for sale and held
to maturity securities—Where quoted prices are available in
an active market, the securities are classified within Level 1 of the valuation hierarchy. Examples of such instruments include
mutual funds. If quoted prices are not available, then fair values are estimated by using pricing models (i.e., matrix pricing)
or quoted prices of securities with similar characteristics and the securities are classified within Level 2 of the valuation
hierarchy. Examples of such instruments include U.S. government agency bonds, U.S. government agency mortgage-backed securities
and private label collateralized mortgage obligations. On the auction rate trust preferred securities, these securities were identified
as “impermissible” investments under Volcker rule interpretations by the OCC and, as such the Company proceeded to
liquidate these securities in February 2014. Based on management’s assessment that the ARPs market is not an active one
and to liquidate these securities would require a “forced redemption” from the trust to request delivery of the underlying
preferred stock, collateral for sale, the Company calculated the fair value (and the determination of the OTTI) on these securities
at December 31, 2013 utilizing the current market prices of the underlying preferred stock and classified these investments as
Level 2 in the fair value hierarchy. Securities classified within Level 3 of the valuation hierarchy are securities for which
significant unobservable inputs are utilized. Available for sale securities are recorded at fair value on a recurring basis and
held to maturity securities are only disclosed at fair value.



F-53







Loans held for sale—The
carrying amounts of these assets approximate fair value because these loans, are generally sold through forward sales (either
already contracted or soon to be executed at the recording date). The Company does not record these assets at fair value on a
recurring basis. These assets are classified as Level 2 within the fair value hierarchy.



Loans receivable—For
variable rate loans that reprice frequently and have no significant change in credit risk, carrying values are a reasonable estimate
of fair values, adjusted for credit losses inherent in the loan portfolio. The fair value of fixed rate loans is estimated by
discounting the future cash flows using estimated period end market rates at which similar loans would be made to borrowers with
similar credit ratings and for the same remaining maturities, adjusted for credit losses inherent in the loan portfolio. The Company
does not record loans at fair value on a recurring basis. However, from time to time, a loan is considered impaired and an allowance
for credit losses is established. The specific reserves for collateral dependent impaired loans are based on the fair value of
collateral less estimated costs to sell. The fair value of collateral is determined based on appraisals. In some cases, adjustments
are made to the appraised values due to various factors including age of the appraisal, age of comparables included in the appraisal,
and known changes in the market and in the collateral. When significant adjustments are based on unobservable inputs, the resulting
fair value measurement is categorized as a Level 3 measurement.



Accrued interest receivable—The
carrying amount approximates fair value. The Company does not record these assets at fair value on a recurring basis. These assets
are classified as Level 1 within the fair value hierarchy.



Mortgage servicing assets—The
fair value is based on market prices for comparable servicing contracts, when available, or alternatively, is based on a valuation
model that calculates the present value of estimated future net servicing income. The Company does not record these assets at
fair value on a recurring basis. Servicing assets are classified as Level 2 within the fair value hierarchy.



Federal Home Loan Bank stock—The Bank is a member of the Federal Home Loan Bank (“FHLB”) of Boston and is required to maintain an investment
in capital stock of the FHLB. The carrying amount is a reasonable estimate of fair value. The Company does not record this asset
at fair value on a recurring basis. Based on redemption provisions, the stock of the FHLB has no quoted market value and is carried
at cost. FHLB stock is classified as Level 3 within the fair value hierarchy.



Foreclosed real estate—Foreclosed real estate represents real estate acquired through or in lieu of foreclosure and which are recorded at fair value
on a nonrecurring basis. Fair value is based upon appraised values of the collateral or management’s estimation of the value
of the collateral. When the fair value of the collateral is based on an observable market price or a current appraised value,
the Company classifies the fair value measurement as Level 2. When an appraised value is not available or management determines
the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Company
classifies the fair value measurement as Level 3. The Company classified these assets as Level 3 within the fair value hierarchy.



Deposit liabilities—The
fair value of demand deposits, savings and money market deposits is the amount payable on demand at the reporting date. The fair
value of certificates of deposit is estimated using a discounted cash flow calculation that applies interest rates currently being
offered by market participants for deposits of similar remaining maturities, estimated using local market data, to a schedule
of aggregated expected maturities of such deposits. The Company does not record deposits at fair value on a recurring basis. Demand
deposits, savings and money market deposits are classified as Level 1 within the fair value hierarchy. Certificates of deposit
are classified as Level 2 within the fair value hierarchy.



F-54







Borrowed funds—The
fair value of FHLB advances and other borrowed funds (repurchase agreements) are estimated using discounted cash flow analyses
based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements taking into account
the Company’s performance risk. The Company does not record this liability at fair value on a recurring basis. FHLB advances
and other borrowings are classified as Level 2 within the fair value hierarchy.



Accrued interest payable—The
carrying amounts approximate fair value. The Company does not record the liability at fair value on a recurring basis. This liability
is classified as Level 1 within the fair value hierarchy.



Mortgagors’ escrow
accounts—The carrying amount approximates fair value. The Company does not record this liability at fair value on a
recurring basis. This liability is classified as Level 2 within the fair value hierarchy.



The following is a summary of the carrying
values and fair values of the Company’s significant financial instruments as of December 31, 2013 and 2012:



|                                                        |  |                 |  | December 31, 2013 |         |  | December 31, 2012 |  
|------------------------------------------------------- |  | --------------- |  | ----------------- | ------- |  | ----------------- | -
|                                                        |  | Fair Value      |  | Carrying          |         |  | Fair              |  
|(In thousands)                                          |  | Hierarchy Level |  | Value             |         |  | Value             |  
|                                                        |  |                 |  |                   |         |  |                   |  
|Financial Assets                                        |  |                 |  |                   |         |  |                   |  
|Cash and cash equivalents                               |  | Level 1         |  | $                 | 26,374  |  |                   | $
|Investment securities, available-for-sale:              |  |                 |  |                   |         |  |                   |  
|Mutual fund - fixed income securities                   |  | Level 1         |  |                   | 499     |  |                   |  
|Other                                                   |  | Level 2         |  |                   | 49,272  |  |                   |  
|Investment securities, held-to-maturity                 |  | Level 2         |  |                   | 18,149  |  |                   |  
|Loans held for sale                                     |  | Level 2         |  |                   | 1,079   |  |                   |  
|Loans receivable, net:                                  |  |                 |  |                   |         |  |                   |  
|Performing                                              |  | Level 2         |  |                   | 344,468 |  |                   |  
|Impaired                                                |  | Level 3         |  |                   | 16,100  |  |                   |  
|Accrued interest receivable                             |  | Level 1         |  |                   | 1,494   |  |                   |  
|Mortgage servicing assets                               |  | Level 3         |  |                   | 1,093   |  |                   |  
|FHLB Stock                                              |  | Level 3         |  |                   | 5,444   |  |                   |  
|Financial Liabilities                                   |  |                 |  |                   |         |  |                   |  
|Demand deposits, savings, Now and money market deposits |  | Level 1         |  |                   | 235,665 |  |                   |  
|Time deposits                                           |  | Level 2         |  |                   | 155,182 |  |                   |  
|FHLB advances                                           |  | Level 2         |  |                   | 25,293  |  |                   |  
|Borrowed funds                                          |  | Level 2         |  |                   | 4,173   |  |                   |  
|Mortgagors' escrow accounts                             |  | Level 2         |  |                   | 4,392   |  |                   |  
|Accrued interest payable                                |  | Level 1         |  |                   | 51      |  |                   |  



The Company discloses fair value information
about financial instruments, whether or not recognized in the statement of financial condition, for which it is practicable to
estimate that value. Certain financial instruments are excluded from disclosure requirements. Accordingly, the aggregate fair
value amounts presented do not represent the underlying value of the Company.



The estimated fair value amounts as of
December 31, 2013 and December 31, 2012 have been measured as of their respective period-ends and have not been reevaluated or
updated for purposes of these financial statements subsequent to those respective dates. As such, the estimated fair values of
these financial instruments subsequent to the respective reporting dates may be different than amounts reported at such dates.



The information presented should not be
interpreted as an estimate of the fair value of the Company as a whole since a fair value calculation is only required for a limited
portion of the Company’s assets and liabilities. Due to the wide range of valuation techniques and the degree of subjectivity
used in making the estimates, comparisons between the Company’s disclosures and those of other companies may not be meaningful.





F-55







The Company uses fair value measurements
to record available-for sale investment securities and residential loans held for sale at fair value on a recurring basis. Additionally,
the Company uses fair value measurements to measure the reported amounts of impaired loans, foreclosed real estate and mortgage
servicing rights at fair value on a nonrecurring basis. These nonrecurring fair value adjustments typically involve the application
of lower-of-cost or market value accounting or write downs of individual assets.



Unrecognized financial instruments—Loan commitments
on which the committed interest rate is less than the current market rate were insignificant at December 31, 2013 and December
31, 2012.



The following table represents a further breakdown of investment
securities and other financial instruments measured at fair value on a recurring basis.



|                                                               |  | Fair Value At December 31, 2013 |    
|-------------------------------------------------------------- |  | ------------------------------- | ---
|(In thousands)                                                 |  | Level 1                         |    
|Assets measured at fair value on a recurring basis:            |  |                                 |    
|Available-for-sale investment securities:                      |  |                                 |    
|U.S. Government and agency obligations                         |  | $                               | -  
|U.S. Government agency mortgage-backed obligations             |  |                                 | -  
|U.S. Government agency collateralized mortgage
    obligations |  |                                 | -  
|Private label collateralized mortgage obligations              |  |                                 | -  
|Auction rate trust preferred securities                        |  |                                 | -  
|Mutual fund - fixed income securities                          |  |                                 | 499



|                                                               |  | Fair Value At December 31, 2012 |  
|-------------------------------------------------------------- |  | ------------------------------- | -
|(In thousands)                                                 |  | Level 1                         |  
|Assets measured at fair value on a recurring basis:            |  |                                 |  
|Available-for-sale investment securities:                      |  |                                 |  
|U.S. Government and agency obligations                         |  | $                               | -
|U.S. Government agency mortgage-backed obligations             |  |                                 | -
|U.S. Government agency collateralized mortgage
    obligations |  |                                 | -
|Private label collateralized mortgage obligations              |  |                                 | -
|Auction rate trust preferred securities                        |  |                                 | -



F-56









The following table represents assets measured at fair value
on a non-recurring basis:



|                                                        |  | Fair Value At December 31, 2013 |  
|------------------------------------------------------- |  | ------------------------------- | -
|(In thousands)                                          |  | Level 1                         |  
|Assets measured at fair value on a non-recurring basis: |  |                                 |  
|Impaired loans                                          |  | $                               | -
|Foreclosed real estate                                  |  |                                 | -
|Mortgage servicing rights                               |  |                                 | -



|                                                        |  | Fair Value At December 31, 2012 |  
|------------------------------------------------------- |  | ------------------------------- | -
|(In thousands)                                          |  | Level 1                         |  
|Assets measured at fair value on a non-recurring basis: |  |                                 |  
|Impaired loans                                          |  | $                               | -
|Foreclosed real estate                                  |  |                                 | -
|Mortgage servicing rights                               |  |                                 | -



During the year ended December 31, 2013, the following fair
values of those reflected in the above table were re-measured:



| | · | $
                                         9.65 million in collateral dependent impaired loans,
| | - | -----------------------------------------------------------------------------------------------



| | · | $1.71
                                         million in foreclosed real estate, and
| | - | -------------------------------------------------------------------------------------



| | · | $1.56
                                         million in mortgage servicing rights.
| | - | ------------------------------------------------------------------------------------



Because broadly traded markets do not exist for most of the
Company’s financial instruments, the fair value calculations attempt to incorporate the effect of current market conditions
at a specific time. These determinations are subjective in nature, involve uncertainties and matters of significant judgment and
do not include tax ramifications; therefore, the results cannot be determined with precision, substantiated by comparison to independent
markets and may not be realized in an actual sale or immediate settlement of the instruments. There may be inherent weaknesses
in any calculation technique, and changes in the underlying assumptions used, including discount rates and estimates of future
cash flows, could significantly affect the results. For all of these reasons, the aggregation of the fair value calculations presented
herein do not represent, and should not be construed to represent, the underlying value of the Company.



The Company assumes interest rate risk
(the risk that general interest rate levels will change) as a result of its normal operations. As a result, fair values of the
Company’s financial instruments will change when interest rate levels change and that change may be either favorable or
unfavorable to the Company. Management attempts to match maturities of assets and liabilities to the extent management believes
necessary to minimize interest rate risk. However, borrowers with fixed rate obligations are less likely to prepay in a rising
rate environment and more likely to prepay in a falling rate environment. Conversely, depositors who are receiving fixed rates
are more likely to withdraw funds before maturity in a rising rate environment and less likely to do so in a falling rate environment.
Management monitors rates and maturities of assets and liabilities and attempts to minimize interest rate risk by adjusting terms
of new loans and by investing in securities with terms that mitigate the Company’s overall interest rate risk.





F-57







The following table shows a reconciliation
of the beginning and ending balances for Level 3 available-for-sale investment securities measured at fair value on a recurring
basis at December 31, 2013 and 2012:



|(In thousands)                                                                                         |  | 2013           |   |  | 2012 |  
|------------------------------------------------------------------------------------------------------ |  | -------------- | - |  | ---- | -
|                                                                                                       |  | (In thousands) |  
|                                                                                                       |  |                |   |  |      |  
|Balance at beginning of the year                                                                       |  | $              | - |  |      | $
|Increase (decrease) in fair value of securities included
    in accumulated other comprehensive income |  |                | - |  |      |  
|Redemptions at par                                                                                     |  |                | - |  |      |  
|Transfer to Level 2                                                                                    |  |                | - |  |      |  
|Balance at
    end of the year                                                                         |  | $              | - |  |      | $



During 2012, the Company modified its
methodology for determining the fair value of its investment in auction rate preferred securities, which were previously valued
using a discounted cash flow model and classified as Level 3 in the fair value hierarchy. As previously stated in this footnote,
at December 31, 2013 and 2012, the Company determined the fair value of these investments based on the current market prices of
the underlying collateral preferred shares, and classified these investments as Level 2 in the fair value hierarchy.



NOTE 18 - SELECTED QUARTERLY CONSOLIDATED
FINANCIAL INFORMATION (Unaudited)



The following tables present quarterly
consolidated information for the Company for 2013, 2012 and 2011



|                                                    |  | For the Year Ended December 31, 2013 |       
|--------------------------------------------------- |  | ------------------------------------ | ------
|                                                    |  | Fourth                               |       
|(In thousands except share and per share data)      |  | Quarter                              |       
|                                                    |  |                                      |       
|Interest and dividend income                        |  | $                                    | 4,894 
|Interest expense                                    |  |                                      | 773   
|Net interest income                                 |  |                                      | 4,121 
|Provision for loan losses                           |  |                                      | -     
|Net interest income after provision for loan losses |  |                                      | 4,121 
|Noninterest income                                  |  |                                      | (1,222
|Noninterest expense                                 |  |                                      | 4,947 
|Income before provision for income tax              |  |                                      | (2,048
|Provision for income tax                            |  |                                      | 370   
|Net loss                                            |  | $                                    | (2,418
|Earnings (loss) per share - basic and diluted       |  | $                                    | (0.36 



F-58







|                                                    |  | For the Year Ended December 31, 2012 |       
|--------------------------------------------------- |  | ------------------------------------ | ------
|                                                    |  | Fourth                               |       
|(In thousands except share and per share data)      |  | Quarter                              |       
|                                                    |  |                                      |       
|Interest and dividend income                        |  | $                                    | 5,719 
|Interest expense                                    |  |                                      | 1,169 
|Net interest income                                 |  |                                      | 4,550 
|Provision for loan losses                           |  |                                      | 720   
|Net interest income after provision for loan losses |  |                                      | 3,830 
|Noninterest income                                  |  |                                      | 1,396 
|Noninterest expense                                 |  |                                      | 5,710 
|Income before provision for income tax              |  |                                      | (484  
|Provision for income tax                            |  |                                      | 5,212 
|Net loss                                            |  | $                                    | (5,696
|Earnings (loss) per share - basic and diluted       |  | $                                    | (0.86 



|                                                    |  | For the Year Ended December 31, 2011 |      
|--------------------------------------------------- |  | ------------------------------------ | -----
|                                                    |  | Fourth                               |      
|(In thousands except share and per share data)      |  | Quarter                              |      
|                                                    |  | (Restated)                           |      
|Interest and dividend income                        |  | $                                    | 6,607
|Interest expense                                    |  |                                      | 1,691
|Net interest income                                 |  |                                      | 4,916
|Provision for loan losses                           |  |                                      | 1,620
|Net interest income after provision for loan losses |  |                                      | 3,296
|Noninterest income                                  |  |                                      | 1,260
|Noninterest expense                                 |  |                                      | 4,442
|Income before provision for income tax              |  |                                      | 114  
|Provision for income tax                            |  |                                      | 120  
|Net loss                                            |  | $                                    | (6   
|Earnings (loss) per share - basic and diluted       |  | $                                    | (0.01



F-59







NOTE 19 - PARENT COMPANY ONLY FINANCIAL
STATEMENTS



The following financial statements are
for the Company (Naugatuck Valley Financial Corporation) only, and should be read in conjunction with the consolidated financial
statements of the Company.



Statements of Financial Condition

|                                                            |  | December 31, |       
|----------------------------------------------------------- |  | ------------ | ------
|(In thousands)                                              |  | 2013         |       
|                                                            |  |              |       
|ASSETS                                                      |  |              |       
|Cash on deposit with Naugatuck Valley Savings and Loan      |  | $            | 3,066 
|Investment in subsidiary, Naugatuck Valley Savings and Loan |  |              | 53,856
|Investment securities                                       |  |              | -     
|Loan to ESOP                                                |  |              | 3,142 
|Other assets                                                |  |              | 1     
|Total assets                                                |  | $            | 60,065
|LIABILITIES AND STOCKHOLDERS' EQUITY                        |  |              |       
|Liabilities                                                 |  | $            | 1,831 
|Stockholders' equity                                        |  |              | 58,234
|                                                            |  |              |       
|Total liabilities and stockholders'
    equity              |  | $            | 60,065



Statements of Income

|                                                                                 |  | For the Years Ended December 31, |       
|-------------------------------------------------------------------------------- |  | -------------------------------- | ------
|(In thousands)                                                                   |  | 2013                             |       
|                                                                                 |  |                                  |       
|Interest income                                                                  |  | $                                | 148   
|Other income                                                                     |  |                                  | -     
|Total income                                                                     |  |                                  | 148   
|                                                                                 |  |                                  |       
|Other expense                                                                    |  |                                  | 328   
|                                                                                 |  |                                  |       
|Loss before income tax and equity in  undistributed
    net income of subsidiary |  |                                  | (180  
|Income tax benefit                                                               |  |                                  | (12   
|                                                                                 |  |                                  |       
|Loss before equity in undistributed net income of subsidiary                     |  |                                  | (168  
|Equity in undistributed net income
    (loss) of subsidiary                      |  |                                  | (8,671
|                                                                                 |  |                                  |       
|Net income
    (loss)                                                            |  | $                                | (8,839



F-60







Statements of Cash Flows















|                                                          |  | For the Years Ended December 31, |        
|--------------------------------------------------------- |  | -------------------------------- | -------
|                                                          |  | 2013                             |        
|                                                          |  | (In thousands)                   |        
|Net income (loss)                                         |  | $                                | (8,839 
|Equity in undistributed (earnings) losses of subsidiaries |  |                                  | 8,671  
|Net change in other liabilities                           |  |                                  | (9     
|Net change in other assets                                |  |                                  | 614    
|Other, Net                                                |  |                                  | 50     
|Subtotal - Adjustments to reconcile net income (loss)     |  |                                  | 9,326  
|                                                          |  |                                  |        
|Net cash provided (used) by operating activities          |  | $                                | 487    
|                                                          |  |                                  |        
|Cash flows from investing activities                      |  |                                  |        
|Investment in subsidiary                                  |  |                                  | (10,000
|Paydowns and maturities of available-for-sale securities  |  |                                  | 857    
|Loan to ESOP                                              |  |                                  | -      
|Principal payments received from ESOP                     |  |                                  | 283    
|Net cash (used) provided by investing activities          |  |                                  | (8,860 
|                                                          |  |                                  |        
|Cash flows from financing activities                      |  |                                  |        
|Proceeds from issuance of common stock                    |  |                                  | -      
|Cost of issuance of common stock                          |  |                                  | -      
|Common stock repurchased                                  |  |                                  | -      
|Cash dividends to common shareholders                     |  |                                  | -      
|Release of ESOP shares                                    |  |                                  | 232    
|                                                          |  |                                  |        
|Net cash provided (used) by financing activities          |  |                                  | 232    
|                                                          |  |                                  |        
|Increase (decrease) in cash and cash equivalents          |  |                                  | (8,141 
|Cash and cash equivalents at beginning of year            |  |                                  | 11,207 
|                                                          |  |                                  |        
|Cash and cash equivalents at end of year                  |  | $                                | 3,066  







F-61