**Exhibit
      10.13**




**SAVINGS
      INSTITUTE BANK AND TRUST COMPANY**


**CHANGE
      IN CONTROL AGREEMENT**








This
      **AGREEMENT** (“Agreement”) is hereby entered into as
      of****September 30, 2004,****by and
      between **Savings Institute Bank and Trust Company** (the “Bank”),
      a federally-chartered savings bank with its principal offices at 803 Main
      Street, Willimantic, Connecticut 06226, **Laurie L. Gervais**
      (“Executive”) and **SI Financial Group, Inc.** (the “Company”), a
      federally-chartered corporation and the holding company of the Bank, as
      guarantor.





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





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





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





**1.**
            **Term
                of Agreement.**





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





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





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





**2.**
            **Change
                in Control.**





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


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





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





(i)
            the
                assignment to Executive of any duties materially inconsistent with
                Executive’s position, including any material change in status, title,
                authority, duties or responsibilities or any other action that results
                in
                a material diminution in such status, title, authority, duties or
                responsibilities, excluding for this purpose an isolated, insubstantial
                and inadvertent action not taken in bad faith and that is remedied
                by the
                Bank or Executive’s employer reasonably promptly after receipt of notice
                thereof given by the Executive;





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





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





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





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





(b)           For
      purposes of this Agreement, a “Change in Control” shall be deemed to occur on
      the earliest of any of the following events:





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




(ii)Acquisition of Significant Share Ownership: There is
                    filed or required to be filed a report on Schedule 13D or another
                    form or
                    schedule (other than


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Schedule
                13G) required under Sections 13(d) or 14(d) of the Securities Exchange
                Act
                of 1934, if the schedule discloses that the filing person or persons
                acting in concert has or have become the beneficial owner of 25%
                or more
                of a class of the Company’s voting securities, but this clause (b) shall
                not apply to beneficial ownership of Company voting shares held in
                a
                fiduciary capacity by an entity of which the Company directly or
                indirectly beneficially owns 50% or more of its outstanding voting
                securities.





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





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





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





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


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Executive
      at any time subsequent to such termination for Just Cause.





**3.**
            **Termination
                Benefits.**





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





(i)
            a
                lump sum cash payment equal to two (2) times the Executive’s “base
                amount,” within the meaning of Section 280G(b)(3) of the Internal Revenue
                Code of 1986, as amended (the “Code”).  Such payment shall be
                made not later than five (5) days following Executive’s termination of
                employment under this
                Section 3.





(ii)
            Continued
                benefit coverage under all Bank health and welfare plans which Executive
                participated in as of the date of the Change in Control (collectively,
                the
                “Employee Benefit Plans”) for a period of twenty-four (24) months
                following Executive’s termination of employment.  Said coverage
                shall be provided under the same terms and conditions in effect on
                the
                date of Executive’s termination of employment.  Solely for
                purposes of benefits continuation under the Employee Benefit Plans,
                Executive shall be deemed to be an active employee. To the extent
                that
                benefits required under this Section 3(a) cannot be provided under
                the
                terms of any Employee Benefit Plan, the Bank shall enter into alternative
                arrangements that will provide Executive with comparable
                benefits.





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





**4.**
            **Notice
                of Termination.**





(a)           Any
      purported termination by the Bank or by Executive shall be communicated by
      Notice of Termination to the other party hereto.  For purposes of this
      Agreement, a “Notice of Termination” shall mean a written notice which shall
      indicate the specific termination provision in this Agreement relied upon and
      shall set forth in detail the facts and circumstances claimed to provide a
      basis
      for termination of Executive’s employment under the provision so
      indicated.


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





**5.**
            **Source
                of Payments.**





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





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





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





**7.           No
      Attachment.**





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





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





**8.           Modification
      and Waiver.**





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





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


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**9.           Severability.**





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





**10.**
            **Headings
                for Reference Only.**





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





**11.**
            **Governing
                Law.**





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





**12.**
            **Arbitration.**





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





**13.**
            **Payment
                of Legal Fees.**





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





**14.           Indemnification.**





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


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(whether
      or not he continues to be a director or officer at the time of incurring such
      expenses or liabilities), such expenses and liabilities to include, but not
      be
      limited to, judgments, court costs, attorneys’ fees and the cost of reasonable
      settlements.





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





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





**16.**
            **Required
                  Provisions**.




In
      the
      event any of the foregoing provisions of this Section 16 are in conflict with
      the terms of this Agreement, this Section 16 shall prevail.




a.
            The
                Bank’s board of directors may terminate Executive’s employment at any
                time, but any termination by the Bank, other than Termination for
                Cause,
                shall not prejudice Executive’s right to compensation or other benefits
                under this Agreement.  Executive shall not have the right to
                receive compensation or other benefits for any period after Termination
                for Cause.





b.
            If
                Executive is suspended from office and/or temporarily prohibited
                from
                participating in the conduct of the Bank’s affairs by a notice served
                under Section 8(e)(3) or 8(g)(1) of the Federal Deposit Insurance
                Act, 12
                U.S.C. §1818(e)(3) or (g)(1); the Bank’s obligations under this contract
                shall be suspended as of the date of service, unless stayed by appropriate
                proceedings.  If the charges in the notice are dismissed, the
                Bank may in its discretion:  (i) pay Executive all or part of
                the compensation withheld while their contract obligations were suspended;
                and (ii) reinstate (in whole or in part) any of the obligations which
                were
                suspended.





c.
            If
                Executive is removed and/or permanently prohibited from participating
                in
                the conduct of the Bank’s affairs by an order issued under Section 8(e)(4)
                or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(4) or
                (g)(1), all obligations of the Bank under this contract shall terminate
                as
                of the effective date of the order, but vested rights of the contracting
                parties shall not be affected.





d.
            If
                the Bank is in default as defined in Section 3(x)(1) of the Federal
                Deposit Insurance Act, 12 U.S.C. §1813(x)(1) all obligations of the Bank
                under this contract shall terminate as of the date of default, but
                this
                paragraph shall not affect any vested rights of the contracting
                parties.





e.
            All
                obligations under this contract shall be terminated, except to the
                extent
                determined that continuation of the contract is necessary for the
                continued


7


operation
                of the Bank:  (i) by the Director of the OTS (or his designee),
                at the time the FDIC or the Resolution Trust Corporation, at the
                time the
                FDIC enters into an agreement to provide assistance to or on behalf
                of the
                Bank under the authority contained in Section 13(c) of the Federal
                Deposit
                Insurance Act, 12 U.S.C. §1823(c); or (ii) by the Director of the OTS (or
                his designee) at the time the Director (or his designee) approves
                a
                supervisory merger to resolve problems related to the operations
                of the
                Bank or when the Bank is determined by the Director to be in an unsafe
                or
                unsound condition.  Any rights of the parties that have already
                vested, however, shall not be affected by such
                action.





f.
            Any
                payments made to employees Executive pursuant to this Agreement,
                or
                otherwise, are subject to and conditioned upon their compliance with
                12
                U.S.C. §1828(k) and FDIC regulation 12 C.F.R. Part 359, Golden Parachute
                and Indemnification Payments.





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**SIGNATURES**





IN
      WITNESS WHEREOF, Savings Institute
      Bank and Trust Company and SI Financial Group, Inc. have caused this Agreement
      to be executed and their seals to be affixed hereunto by their duly authorized
      officers, and Executive has signed this Agreement, on the 30th day of September,
      2004.





ATTEST:
                  
                  **SAVINGS
                      INSTITUTE BANK AND TRUST COMPANY**/s/
                      Sandra M. Mitchell
                  
                  By:
                  /s/
                      Rheo A. BrouillardCorporate
                      Secretary
                  
                  
                  For
                      the Entire Board of DirectorsATTEST:
                  
                  **SI
                      FINANCIAL GROUP, INC.****(Guarantor)**/s/
                      Sandra M. Mitchell
                  
                  By:
                  /s/
                      Rheo A. BrouillardCorporate
                      Secretary
                  
                  
                  For
                      the Entire Board of Directors**[SEAL]**WITNESS:
                  
                  **EXECUTIVE**/s/
                      Sandra M. Mitchell
                  
                  /s/
                      Laurie L. GervaisCorporate
                      Secretary
                  
                  Laurie
                      L. Gervais




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