**Exhibit
      10.1**




**NAUGATUCK
      VALLEY FINANCIAL CORPORATION**




**AND**




**NAUGATUCK
      VALLEY SAVINGS & LOAN**




**DEFERRED
      COMPENSATION PLAN FOR DIRECTORS**







1.           Purpose
      of the Plan.


The
      purpose of this Deferred Compensation Plan for Directors (the “Plan”) is to
      establish a plan under which a member of the Board of Directors (the “Board”) of
      Naugatuck Valley Savings & Loan and Naugatuck Valley Financial Corp., or its
      successor, collectively referred to as (the “Company”) who is not an employee of
      the Company may defer the payment of all or a specified part of the fees payable
      to such Director for services as a member of the Board and may receive in the
      future certain specified compensation for services as a director of the
      Company.  For purposes of this Plan, the term “Director” means any
      member of the Board who is not an employee of the Company.


2.           Election
      to Defer.


(a)           A
      Director may elect, on or before December 31 of any year, to defer payment
      of
      all or a specified part of all fees payable to such Director for services as
      a
      member of the Board during the calendar year following such election and during
      succeeding calendar years inclusive of the amounts specified in Section 5
      hereof.  A Director may also change an election to defer fees payable
      to such Director, provided such change is made prior to the calendar year with
      respect to which the deferred fees are to be paid.  Consequently, any
      election by a Director shall be irrevocable as of the close of business on
      December 31st
      as to fees which will be payable for the immediately following
      year.











(b)           A
      director may elect to delay the payment of a deferred amount from the date
      to
      which such payment has been deferred to a new payment date or dates, provided
      that (A) such election to delay is made more than twelve (12) months before
      the
      date the payment is scheduled to be paid, and (B) any new payment date is (1)
      at
      least twelve (12) months after the election to delay is made, and (2) at least
      five (5) years after the date such payment was (prior to such election to delay)
      to be paid.


(c)           A
      Director may also accelerate the payment of all or any part of fees deferred
      under this Section 2 in the event of an unforeseeable emergency, within the
      meaning of Proposed U.S. Treasury Regulation Section 1.409A-3(g)(3), or any
      successor regulation thereto.  Any such election to accelerate payment
      shall specify the nature of the unforeseeable emergency with such specificity
      that the validity of such election may be determined.  A Director may
      not otherwise accelerate any payment under the Plan.


(d)           Any
      deferral election, and change of deferral election or any election to accelerate
      under this Section 2 shall be made by written notice given to the President
      of
      the Company, or any other employee of the Company whom the President designates
      in writing, and shall specify the amount which is deferred or
      accelerated.


(e)           Any
      compensation deferred under the Plan is, and shall be, fully vested when the
      services required to earn such compensation have been performed.


(f)           Except
      as explicitly provided in this Plan, the time for paying any amount due under
      this Plan may not be accelerated.


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3.           Director’s
      Credits and Adjustments.




(a)           All
      deferred fees which are payable in cash under this Plan shall be held as part
      of
      the general funds of the Company, but the amounts so deferred shall be credited
      by the Company as an item of its indebtedness to the Director electing such
      deferral or such Director’s beneficiary, as the case may
      be.  Commencing at the time an amount becomes payable under this Plan
      (without regard to any election to defer), on the first day of each quarter,
      there shall be added to such indebtedness, calculated on the basis of the
      balance of such indebtedness on the first day of the preceding quarter, interest
      at the 10-year Treasury Note rate on the last business day of such
      quarter.  Each Director shall be fully vested at all times in such
      interest.


(b)           In
      lieu of adding interest to the indebtedness of a Director as provided in Section
      3(a) hereof to all or any portion of such indebtedness, a Director may elect
      to
      have all or a portion of the indebtedness to such Director treated as “phantom
      stock”, in which event the Director shall be deemed for purposes of this Plan to
      own the number of shares of “phantom stock” equal to the amount of indebtedness
      treated as “phantom stock” divided by the fair market value of a share of common
      stock of the Naugatuck Valley Financial Corp. (“NVFC”) on December 31 of the
      year in which the election is made; and in the event that there shall occur
      any
      stock dividend, stock split, stock consolidation, reorganization or similar
      transaction, the number of shares of “phantom stock” of such Director shall be
      adjusted accordingly; and in the event that a dividend is payable with respect
      to common stock of the NVFC, there shall be credited to the indebtedness to
      such
      Director an amount equal to all dividends which would have been payable with
      respect to such “phantom stock” if it were the same number of outstanding shares
      of common stock of the Company, and any such amount credited to the indebtedness
      to such Director shall be treated as additional “phantom stock” acquired on the
      date the dividend is





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paid
      by
      the NVFC to stockholders, as if a dividend reinvestment program was in effect
      with respect to the “phantom stock”.  Each Director shall be fully
      vested at all times in all such amounts.


(c)           On
      or before December 31 of any year, a Director may elect, effective as of January
      1 of the following year, to change the allocation of the Company’s indebtedness
      to such Director, in whole or in part, (i) from the accrual of interest pursuant
      to Section 3(a) hereof to the treatment of indebtedness to such Director as
      “phantom stock” pursuant to Section 3(b) hereof, or (ii) from the treatment of
      indebtedness to such Director as “phantom stock” pursuant to Section 3(b) hereof
      to the accrual of interest pursuant to Section 3(a) hereof.  In the
      event that a director elects to make such a change, such conversion shall be
      effected on December 31 of the year in which such election is made, based upon
      the fair market value of the common stock of NVFC as of such December
      31.


(d)           The
      fair market value of stock of NVFC shall be the closing price on an established
      securities market on the last trading day of the year in which such election
      is
      made, or if there is no such closing price, the last price at which a sale
      on an
      established securities market occurs during such year.


(e)           Any
      election or change of election under this Section 3 shall be made by written
      notice given to the President of the Company, or any other employee of the
      Company whom the President designates in writing.


4.           Payment
      of Deferred Amounts.


(a)           The
      aggregate amount of all deferred fees payable to a Director electing to defer
      compensation under this Plan, as adjusted pursuant to Section 3 of the Plan,
      shall be





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payable
      and distributable to such Director, in a lump sum, or in a series of installment
      payments, on such date or dates as the Director specifies in the written
      election or elections to defer contemplated by Section 2 of the
      Plan.


(b)           Notwithstanding
      the date specified in the election of a Director for the payment of deferred
      compensation, however, all compensation deferred under this Plan shall be
      payable in full (i) upon the occurrence of a Change of Control of the Company,
      or (ii) at such time as the Director dies or becomes Disabled.


(c)           Any
      payment due under this Plan to a Director or a former Director shall be made
      to
      such person if such person is then living, or if such person is not then living
      to the beneficiary designated in accordance with this Section 4(d)
      hereof.


(d)           Each
      Director may, at any time, designate one or more beneficiaries, including one
      or
      more contingent beneficiaries, to receive the amounts owed to such Director
      in
      the event of his death prior to all of such amounts being paid to
      him.  Such designation of beneficiary shall become effective when
      received by the President of the Company or any other employee of the Company
      to
      whom the President delegates such authority in writing.  In the event
      of the death of a Director who did not have a designation of a beneficiary
      in
      place at the time of his or her death, or after the death of each designated
      beneficiary, all remaining indebtedness owed as a result of the Director’s
      death, including interest computed to the date of payment, if any, shall be
      paid
      to the estate of the Director.  A Director may designate a trust as a
      beneficiary.


(e)           In
      the event that a Director has elected to treat the indebtedness owned by the
      Company to such Director as “phantom stock” in whole or in part as provided in
      Section 3(b)





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hereof,
      an appropriate portion of the “phantom stock” deemed to be owned by such
      Director under Section 3(b) shall be treated as converted into cash, so that
      the
      amount to be distributed to such Director may be calculated.  For
      purposes of this subsection (e), if a Director has elected to have indebtedness
      owed by the Company to such Director treated under both Section 3(a) and Section
      3(b), each distribution to a Director shall be deemed to be made from the
      amounts credited under each of those subsections in direct proportion to the
      relative fair market value of the amounts then credited
      thereunder.  For purposes of all calculations as to amount payable to
      a Director, “phantom stock” shall be valued and deemed converted to cash as of
      the last business day of the month immediately prior to the date on which the
      distribution is to be made (the “Valuation Date”), based on the fair market
      value of the common stock of NVFC as of such Valuation Date.


5.           Payment
      of Supplemental Amounts.  In addition to the amounts otherwise
      payable to a Director or a Director’s beneficiary under Section 2 or Section 3
      hereof, each individual who is a Director on the Effective Date (a “Current
      Director”) shall receive on January 2, 2007 a payment of the Supplemental Amount
      set forth in Column I of Schedule A.  In addition each Director shall
      receive on January 2 of each year, commencing on January 2, 2007, a payment
      of
      $10,000 in connection with this agreement for as long as the Director continues
      to serve as a Director of the Company.  All such amounts specified in
      this section 5 shall be subject to deferral in accordance with Section 2
      hereof.


6.           Payment
      of Disability Benefit.  Upon the Disability of a Current Director
      prior to such Director’s attaining age seventy (70) and prior to a Change of
      Control, provided such Director is a director at the time of such Director’s
      Disability, such Director shall also receive an





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amount
      equal to the Disability Benefit set forth in Column II of Schedule A
      hereto.  Such amount shall be paid within ninety (90) days following
      such Director’s Disability.


7.           Payment
      of Death Benefit.  Upon the death of a Current Director prior to
      such Director’s attaining age seventy (70) and prior to a Change of Control,
      provided such Director is a director at the time of such Director’s death, such
      Director’s beneficiary shall receive an amount equal to (a) the Initial Death
      Benefit set forth in Column II of Schedule A hereto, less (b) Ten Thousand
      Dollars ($10,000.00) multiplied by the number of years from the year 2007 until
      (and including) the Director’s death. (For example, if a Current Director died
      during 2012 the death benefit would be the amount set forth for such Director
      in
      Column II of Schedule A less Sixty Thousand Dollars
      ($60,000.00)).  Such amount shall be paid within ninety (90) days
      following such Director’s death, provided that payment of any amount of such
      death benefit which is to be funded with life insurance may be delayed until
      the
      proceeds of such life insurance has been received by the Company.


8.           Benefit
      Upon Cessation to Serve as a Director.  In the event that prior to
      a Change of Control a Current Director ceases to serve as a Director because
      of
      such Director’s (a) removal by the stockholders of the Company, or (b) failure
      to be reelected as a Director, and such removal or failure to be reelected
      does
      not follow the occurrence of an event which constitutes Cause, such Director
      shall receive a separation payment in an amount equal to (a) the amount set
      forth in Column II of Schedule A hereto, less (b) Ten Thousand Dollars
      ($10,000.00) multiplied by the number of years from the year 2007 until (and
      including) the year in which such Director ceases to serve as a
      Director.  Such amount shall be paid within ninety (90) days following
      such Director’s removal or failure to be reelected.





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9.           Benefit
      Upon a Change of Control.  Upon a Change of Control, each Current
      Director who is a director at the time of the Change of Control shall receive
      an
      amount equal to two times the Disability and Initial Death Benefit set forth
      in
      Column II of Schedule A hereto.  Such amount shall be payable
      immediately upon such Change of Control.


10.           Definitions.


For
      purposes of this Plan, the terms “Effective Date,” “Cause”, “Disabled,” and
“Change of Control” shall have the meanings set forth in this Section
      9.


(a)           The
      term “Effective Date” shall mean the date the Plan is adopted by the Board as
      set forth below.


(b)           The
      term “Cause” with respect to a Director shall have meaning specified in 12 CFR
§563.39, or any successor regulation, and shall mean the personal dishonesty,
      incompetence, willful misconduct, breach of a fiduciary duty involving personal
      profit, intentional failure to perform stated duties, or willful violation
      of
      any final cease and desist order, law, rule or regulation (other than traffic
      violations or similar offenses) of or by such Director.


(c)           A
      Director is “Disabled” or has a “Disability” if the Director is unable to serve
      as a director of the Company (i) by reason of any medically determinable
      physical or mental impairment that can be expected to result in death or can
      be
      expected to last for a continuous period of not less than 12 months, or (ii)
      if
      determined to be totally disabled by the Social Security
      Administration.


(d)           A
      “Change of Control” shall mean the following:





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(i)           change
      in the ownership of the Company so that any one person or more than one person
      acting as a group acquires ownership of stock of NVFC that, together with stock
      held by such person or group, constitutes more than 50% of the total fair market
      value or total voting power of the stock of the Company; or


(ii)           a
      change in the effective control of the Company, when any one person, or more
      than one person acting as a group, acquires (or has acquired during the 12-month
      period ending on the date of the most recent acquisition by such person or
      persons) ownership of stock of the Company possessing 35% or more of the total
      voting power of the stock of NVFC; or


(iii)           a
      majority of members of the Board is replaced during any 12-month period by
      directors whose appointment or election is not endorsed by a majority of the
      members of the Board prior to the date of the appointment or
      election.


(e)           For
      purposes of this Section 9, persons will not be considered to be acting as
      a
      group solely because they purchase or own stock of NVFC at the same time, or
      as
      a result of the same public offering.  However, persons will be
      considered to be acting as a group if they are owners of a corporation that
      enters into a merger, consolidation, purchase or acquisition of stock, or a
      similar business transaction, with the Company.


(f)           For
      purposes of this Section 9, the term “person” shall include any natural person
      or any entity.


(g)           The
      foregoing definition of “Change of Control” shall be interpreted consistent with
      Proposed U.S. Treasury Regulation 1.409A-3(g), or any successor regulation
      thereto.





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11.           Nonassignability.


The
      Plan
      is designed to provide for payment of compensation solely to a Director and,
      in
      the event of the Director’s death, such Director’s beneficiary.  No
      rights to receive payments of the indebtedness owed hereunder shall be subject
      in any manner to anticipation, alienation, sale, transfer, assignment, pledge,
      encumbrance, attachment, or garnishment by voluntary action or operation of
      law.  No such benefit prior to the receipt thereof pursuant to the
      provisions to this Plan shall be in any manner subject to the debts, contracts,
      liabilities, engagements or torts of any Director or his
      beneficiary.


12.           Amendment,
      Modification and Termination.


The
      Board
      at any time may terminate or in any respect amend or modify the Plan; provided,
      however, that no such termination, amendment or modification shall reduce the
      rights of Directors prior to such termination, amendment or modification, or
      the
      amounts credited to any Director or former Director without such Director’s
      consent.


13.           Miscellaneous.


(a)           The
      Plan shall be administered by the Board, and the decision of the Board with
      respect to any questions arising as to the interpretation of this Plan shall
      be
      final, conclusive and binding; provided, however, that no Director shall
      participate in any exercise of discretion or authority under this Plan with
      respect to the determination of or payment of amounts credited hereunder to
      or
      for such Director.





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(b)           This
      Plan shall be governed by the laws of the State of Connecticut, to the extent
      not preempted by federal law.


(c)           This
      Plan constitutes a mere promise by the Company to make benefit payments in
      the
      future.  No promise hereunder shall be secured by any specific assets
      of the Company, nor shall any assets of the Company be designated as
      attributable or allocated to the satisfaction of such
      promises.  Directors and beneficiaries shall have no rights under the
      Plan other than as unsecured general creditors of the Company.  Any
      and all amounts payable under this Plan shall be paid from the general assets
      of
      the Company, it being intended that this Plan be unfunded for federal income
      tax
      purposes.


**IN
      WITNESS WHEREOF**, the Company, acting by the undersigned officer duly
      authorized, hereby executes this Deferred Compensation Plan for Directors,
      effective as of December 27, 2006.


**NAUGATUCK
                  VALLEY FINANCIAL CORPORATION**By:
              /s/
                  John C. RomanIts:
                  President and CEO**NAUGATUCK
                  VALLEY SAVINGS & LOAN**By:
              /s/
                  John C. RomanIts:
                  President and CEO








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Schedule
      A


To


Deferred
      Compensation Plan








Column
                I
              Supplemental
                Amount
            
            Column
                II
              Disability,
                Initial Death
              Benefit,
                or Failure to Serve
              AmountCarlos
                S. Batista
            
            $
            10,000
            
            
            $
            150,000Richard
                M. Famiglietti
            
            $
            30,000
            
            
            $
            150,000Ronald
                D. Lengyel
            
            $
            120,000
            
            
            $
            150,000James
                A. Mengacci
            
            $
            20,000
            
            
            $
            250,000Michael
                S. Plude
            
            
            -0-
            
            
            $
            150,000Camilo
                P. Vieria
            
            $
            70,000
            
            
            $
            150,000







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