**Exhibit
        10.6**
  **FORM
        OF**
 **SAVINGS
        INSTITUTE BANK AND TRUST COMPANY**
 **SUPPLEMENTAL
        EXECUTIVE RETIREMENT PLAN**
 **(as
        amended and restated effective December 20, 2006**
 
 The
        purpose of the Savings Institute Bank and Trust Company Supplemental Executive
        Retirement Plan is to provide Participants with supplemental retirement benefits
        in addition to those otherwise provided to employees of the Savings Institute
        Bank and Trust Company.
 
 The
        Plan is an unfunded plan maintained
        for the purpose of providing deferred compensation for selected officers
        of the
        Bank, each of whom is a member of a select group of management or highly
        compensated employees for purpose of Title I of the Employee Retirement Income
        Security Act of 1974, as amended.
 
 The
        Plan, originally adopted effective
        June 17, 2003 (the “Effective Date”), is hereby amended and restated effective
        December 20, 2006.
 
 **ARTICLE
        I**
 **DEFINITIONS**
 
 For
        purposes of the Plan, the following
        words and phrases shall have the meanings indicated, unless the context clearly
        indicates otherwise.
 
 **1.1**           **Accrued
        Liability Balance** means the amount equal to a Participant’s accrued
        benefit, which is or which should have been reflected as a liability on the
        Bank’s financial statements during the period beginning with the Effective Date
        of the Plan and ending on the Participant’s date
        of death or
        termination of employment without Cause; provided, however, that for the
        year in
        which the Participant dies or terminates employment, such amount shall be
        adjusted upwards to reflect the accruals during the period since the Bank’s most
        recent financial statements.
 
 **1.2**           **Administrator**
        means the Human Resources Committee of the Board of Directors of the
        Bank.
 
 **1.3**           **Bank**
        is the Savings Institute Bank and Trust Company, Willimantic,
        Connecticut
 
 **1.4**           **Beneficiary**
        shall mean those persons designated by the Participant to receive benefits
        under
        the Plan upon the death of the Participant.
 
 **1.5**           **Board**
        shall mean the Board of Directors of the Savings Institute Bank and Trust
        Company.
 
 **1.6**           **Cause**
        means termination of employment because of the Participant’s personal
        dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving
        personal profit, intentional failure to perform stated duties, willful violation
        of any law, rule or regulation (other than traffic violations or similar
        infractions) or a final cease-and-desist order.
 
 **1.7**           **Change
        in Control.**  For purposes of this Plan, the term “Change of
        Control” means any of the following events:
 
 (a)           Merger:
        The Company merges into or consolidates with another corporation, or merges
        another corporation into the Company, and as a result less than a majority
        of
        the combined voting power of the resulting corporation immediately after
        the
        merger or
  1
  consolidation
        is held by persons who were stockholders of the Company immediately before
        the
        merger or consolidation.
 
 (b)
              Acquisition
                  of Significant Share Ownership: There is filed or required to be filed
                  a report on Schedule 13D or another form or schedule (other than
                  Schedule
                  13G) required under Sections 13(d) or 14(d) of the Securities Exchange
                  Act
                  of 1934, if the schedule discloses that the filing person or persons
                  acting in concert has or have become the beneficial owner of 25%
                  or more
                  of a class of the Company’s voting securities, but this clause (b) shall
                  not apply to beneficial ownership of Company voting shares held
                  in a
                  fiduciary capacity by an entity of which the Company directly or
                  indirectly beneficially owns 50% or more of its outstanding voting
                  securities.
 
 (c)
              Change
                  in Board Composition:  During any period of two consecutive
                  years, individuals who constitute the Company’s Board of Directors at the
                  beginning of the two-year period cease for any reason to constitute
                  at
                  least a majority of the Company’s Board of Directors; provided, however,
                  that for purposes of this clause (iii), each director who is first
                  elected
                  by the board (or first nominated by the board for election by the
                  stockholders) by a vote of at least two-thirds (2/3) of the directors
                  who
                  were directors at the beginning of the two-year period shall be
                  deemed to
                  have also been a director at the beginning of such period;
                  or
 
 (d)
              Sale
                  of Assets:  The Company sells to a third party all or
                  substantially all of its assets.
 
 Notwithstanding
        anything in this Plan
        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 under this Plan.
 
 **1.8**           **Code**
        means the Internal Revenue Code of 1986, as amended.
 
 **1.9**           **Company**
        shall mean SI Financial Group, Inc., a federally chartered
        corporation.
 
 **1.10**           **Contingent
        Disability Trust** means a trust created for the benefit of a Participant
        in circumstances set forth in Section 3.4(E).
 
 **1.11**           **Compensation**
        shall have the same meaning as under the Bank’s 401(k) Plan at the time the
        amount of a Participant’s benefit is being determined; provided, however, that
        Compensation shall be determined without regard to any limitation on the
        maximum
        dollar amount of compensation taken into account under the Bank’s 401(k) Plan
        pursuant to Internal Revenue Code Section 401(a)(17) or any similar provision
        of
        law.
 
 **1.12**           **Disability**
        means a Participant’s inability to perform substantially all normal duties of a
        Participant, as determined by the Administrator in its sole discretion. As
        a
        condition to any benefits, the Bank may require the executive to submit to
        such
        physical or mental evaluations and tests, as the Administrator deems
        appropriate.
 
 **1.13**           **Eligible
        Employee** means one of a select group of management and highly
        compensated employees of the Bank designated by the Administrator as a
        Participant in the Plan or identified in Appendix A as a
        Participant.
 
  2
  **1.14**           **Final
        Average Compensation** means the average of a Participant’s three (3)
        highest years of Compensation for the calendar years preceding his termination
        of employment.
 
 **1.15**           **Normal
        Retirement Age** shall mean the attainment of age 65 or when the sum of
        the Participant’s age and Years of Service total at least ___.
 
 **1.16**           **Participant**
        means an Eligible Employee who has been selected by the Administrator to
        participate in the Plan or who is identified in Appendix A.
 
 **1.17**           **Plan**
        shall mean this Savings Institute Bank and Trust Company Supplemental Retirement
        Plan, as amended and restated.
 
 **1.18**           **Section
        409A** shall mean Section 409A of the Internal Revenue Code and all
        regulations, rulings and guidance issued thereunder.
 
 **1.19**           **Year(s)
        of Service** means each twelve (12) month period during which the
        Executive is employed on a full-time basis by the Bank, beginning on the
        Executive’s date of hire.
 
 **ARTICLE
        2**
 **ELIGIBILITY**
 
 **2.1**           **Selection
        of Participants****.** After the effective date, an
        Eligible Employee shall become a Participant in the Plan only upon his selection
        by the Administrator. The Administrator shall give each Participant written
        notice of the commencement of his participation in the Plan. The initial
        Participants as of the effective date are identified in Appendix A to the
        Plan.
 
 **2.2**           **Entitlement
        to Benefits****.** Except to the extent provided in
        Sections 3.3, 3.4 and 3.5, a Participant shall become entitled to receive
        a
        benefit under the Plan only if his employment with the Bank terminates for
        reasons other than Cause after attaining Norman Retirement
        Age.  Notwithstanding anything in this Plan to the contrary, no
        benefit shall be payable to a Participant whose employment is terminated
        for
        Cause.
 
 **ARTICLE
        3**
 **SUPPLEMENTAL
        RETIREMENT BENEFITS**
 
 **3.1**           **Basic
        Benefit****.**  Subject to the succeeding
        provisions of this Article, a Participant shall be entitled to an annual
        benefit
        equal to __% of his Final Average Compensation upon the Participant’s
        termination of employment (other than for Cause) after attaining Normal
        Retirement Age. Such benefit shall be paid in accordance with the Participant’s
        election under Section 3.6 at the time specified in Section
        3.7
 
 **3.2           Reserved.**
 
 
 **3.3**           **Early
        Retirement Benefit****.** If a Participant’s termination
        of employment occurs prior to a date when the Participant is eligible to
        receive
        a benefit determined under Section 3.1, the Participant’s benefit shall equal
        the dollar amount of the Participant’s benefit determined under Section 3.1
        reduced by 2% for each point by which the sum of the Participant’s age and Years
        of Service is less than __.  Such benefit shall be paid in accordance
        with the Participant’s election under Section 3.6 at the time specified in
        Section 3.7.
  3
  **3.4           Death
        and Disability Benefits.**
 
 A.
              *Death
                  During Active Service**.*If**a participant
                  dies while actively employed by the Bank, the Bank shall pay to
                  the
                  Beneficiary the benefit described in this Section
                  3.4(A).
 
 (i)
              *Amount
                  of Benefit**.*Subject to**Section 3.4(A)(ii),
                  the benefit payable under Section 3.4(A) is the Participant’s Accrued
                  Liability Balance as of the date of the Employee’s
                  death.
 
 (ii)
              *Payment
                  of Benefit**.*The Bank shall pay the benefit under this
                  Section 3.4(A) to the Beneficiary in a lump sum within 30 days
                  of the
                  Participant’s death.
 
 (iii)
              *Limitation
                  on the Section 3.4(A) Benefit**.*Notwithstanding anything
                  in this Plan to the contrary, the sum of (x) the benefit otherwise
                  payable
                  to a Participant under this Section 3.4(A) and (y) the Participant’s
                  Considered Split Dollar Benefit (as defined below) shall not exceed
                  the
                  amount set forth for the Participant in Column A of Schedule A
                  to this
                  Plan. In the event that the sum of (x) and (y) above exceed the
                  Participant’s Column A amount, the benefit payable under (x) (i.e., the
                  Section 3.4(A) benefit) shall be reduced (but not below zero) to
                  the
                  extent necessary to satisfy to the greatest extent possible the
                  limitation
                  of this Section 3.4(A)(iii). For purposes of this Plan, a Participant’s
                  “Considered Split Dollar Benefit” shall mean the amount by which the
                  benefit payable to a Participant under any split dollar agreement
                  in
                  effect between the Participant and the Bank on the Participant’s date of
                  death exceeds the amount set forth for the Participant in Column
                  B of
                  Appendix A.
 
 B.
              *Death
                  During Benefit Period**.*  If a Participant dies
                  after benefit payments have commenced or the Participant’s entitlement to
                  a benefit has been established by reason of his termination of
                  employment
                  but prior to the time payments have commenced, the Bank shall pay
                  to the
                  Beneficiary the benefit described in this Section
                  3.4(B).
 
 (i)
              *Amount
                  of Benefit**.*Subject to Section 3.4(B)(i), the benefit
                  payable under Section 3.4(B) is the Participant’s Accrued Liability
                  Balance as of the date of the Participant’s
                  death.
 
 (ii)
              *Payment
                  of Benefit**.*The Bank shall pay the benefit under this
                  Section 3.4(B) to the Beneficiary in a lump sum within 30 days
                  of the
                  Participant’s death.
 
 (iii)
              *Limitation
                  on the Section 3.4(B) Benefit**.*Notwithstanding anything
                  in this Plan to the contrary, the benefit otherwise payable to
                  a
                  Participant under Section 3.4(B) shall be reduced dollar-for-dollar
                  by the
                  amount of the Participant’s Considered Post-Termination Split Dollar
                  Benefit. For purposes of this Agreement, a Participant’s “Considered
                  Post-Termination Split Dollar Benefit” shall mean the amount by which the
                  benefit payable to a Participant under any split dollar agreement
                  in
                  effect between the Participant and the Bank on the Participant’s date of
                  death
  4
  exceeds
                  three (3) times the Participant’s Final Average
                  Compensation.
 
 C.
              Each
                  Participant may, on a form prescribed by and filed with the Administrator,
                  designate a Beneficiary to receive any death benefit payable under
                  this
                  section. If no effective Beneficiary designation is on file at
                  the time of
                  the Participant’s death, the death benefit under this section shall be
                  paid as follows:
 
 (1)           To
        the Participant’s surviving spouse, or
 
 (2)
              If
                  no spouse survives, to the Participant’s surviving children in equal
                  shares, with the descendants of a child who has predeceased the
                  Participant taking such child’s share by representation;
                  or
 
 (3)
              If
                  none of the Participant’s spouse and descendants is living, to the
                  representative of the Participant’s
                  estate.
 
 D.
              The
                  automatic Beneficiaries set forth in Subsection C and, except as
                  otherwise
                  provided in the Participant’s duly filed beneficiary designation, the
                  Beneficiaries named in such designation, shall become fixed at
                  the
                  Participant’s death so that if a Beneficiary survives the Participant but
                  dies before final payment of the death benefit, any remaining death
                  benefits shall be paid to the representative of such Beneficiary’s
                  estate.
 
 E.
              *Disability**.*Notwithstanding anything in this Plan to the contrary, in
                  the event a
                  Participant terminated employment with the Bank due to a Disability,
                  the
                  following shall apply with respect to benefits payable under the
                  Plan:
 
 (i)
              *Disability
                  Benefit Upon Termination of Employment Prior to Normal Retirement
                  Age**.*Upon a Participant’s termination of employment due
                  to a Disability before the Participant is eligible to receive a
                  benefit
                  determined under Section .3.1,
                  the Bank
                  shall deposit into the Participant’s Contingent Disability Trust the
                  Accrued Liability Balance with respect to such Participant. Except
                  as
                  provided in clause (iii) this 3.7 (E), no further benefits shall
                  be
                  payable to the Participant under this Plan during the period of
                  Disability.
 
 (ii)
              *Continuing
                  Disability**.*  If the Participant remains
                  disabled on the earlier date he otherwise would have been eligible
                  for a
                  benefit under Section 3.1, the Participant’s participation in this Plan
                  shall cease, and the Participant shall not be entitled to further
                  benefits
                  under the Plan.
 
 (iii)
              *Return
                  to Employment Following
                  Disability**.*  In**the event the
                  Participant returns to employment following a period of Disability,
                  the
                  Participant’s benefit upon a subsequent termination of employment, if any,
                  shall be reduced by amounts payable from the Participant’s Contingent
                  Disability Trust in accordance with its
                  terms.
 
 **3.5**           **Change
        in Control Benefit****.**If a Participant
        terminates employment with the Bank following a Change in Control (as such
        event
        is defined under Section 409A of the Code and the regulatory guidelines issued
        thereunder) (other than for Cause), there shall be paid to the Participant
        the
        amount set forth for the Participant in Column C of Schedule A of this Plan
        in
        lieu of any other benefit payable under the Plan. The Bank shall pay the
        benefit
        under this Section 3.5 to the Participant in a lump
  5
  sum
        within 30 days of the Participant’s termination of employment.
 
 **3.6**           **Form
        of Benefit****.**  Upon a Participant’s
        entitlement to a benefit under Sections 3.1 or 3.3, the Participant’s benefit
        shall be paid in the form of (i) a single life annuity with 15 annual payments
        guaranteed or (ii) a lump sum which is actuarially equivalent to the annuity
        form of payment as designated by the Participant on an election form designated
        by the Bank for such purpose.  Changes in the form of benefit payment
        shall be permitted during the Participant’s employment if the new election
        complies in all respect to Section 409A of the Code.  The 409A
        requirements include: (1) the subsequent election will not take effect for
        at
        least 12 months from the date on which the subsequent election is made; and
        (2)
        commencement of payments will be delayed for at least five (5) years from
        the
        date payment were otherwise scheduled to commence under the Plan.  A
        participant will not be able to change his or her form of payment following
        the
        Participant’s termination of employment.
 
 **3.7**           **Time
        of Payment****.**  Benefit payments made to a
        Participant pursuant to Sections 3.1 or 3.3 shall commence in accordance
        with
        the Participant’s election not later than 60 days following the Participant’s
        termination of employment.  A Participant may defer the commencement
        of benefit payment otherwise payable at the time specified in the Participant’s
        election to a later date, provided the new election complies in all respects
        to
        Section 409A of the Code, including the following requirements:
        (1)  the subsequent election will not take effect for at least 12
        months from the date on which the subsequent election is made; and (2)
        commencement of payments will be delayed for at least five (5) years from
        the
        date payment were otherwise scheduled to commence under the Plan.  All
        distribution elections are irrevocable beginning one (1) calendar year prior
        to
        the scheduled payment commencement date.
 
 **3.8**           **Payment
        in the Event of Incapacity or Minority****.** If the
        Administrator, in its discretion, determines that any person entitled to
        receive
        any payment under this Plan is physically, mentally or legally incapable
        of
        receiving or acknowledging receipt of payment, and no legal representative
        has
        been appointed for such person, the Administrator in its discretion may (but
        shall not be required to) cause any sum otherwise payable to such person
        to be
        paid to such one or more as may be chosen by the Administrator from among
        the
        following: the institution maintaining such person, such person’s spouse,
        children, parents or other relatives by blood or marriage, a custodian under
        any
        applicable Uniform Transfers to Minors Act or any other person determined
        by the
        Administrator to have incurred expense for such person. The Administrator’s
        payment based upon its good faith determination of the incapacity of the
        person
        otherwise entitled to payments under this Plan and the existence of any other
        person specified above shall be conclusive and binding on all persons. Any
        such
        payment shall be a complete discharge of the liabilities of the Bank under
        this
        Plan to the extent of such payment.
 
 **ARTICLE
        4**
 **SOURCE
        OF BENEFITS**
 
 **4.1**           **Employer
        Funds****.** This Plan is unfunded, and all benefits
        payable to Participants and beneficiaries shall be payable solely from the
        general assets of the Bank. No Participant shall be required or permitted
        to
        make any contribution to the Plan.
 
 **4.2**           **Trust
        Fund****.** The Bank may establish a trust from which
        part or all of the benefits under the Plan are to be paid. If a trust is
        established, all of the principal and income of such trust shall remain subject
        to the claims of the Bank’s creditors until applied to the payment of
        benefits.
 
 **4.3**           **Participant’s
        Right to Funds****.** This Plan constitutes a mere
        promise by the Bank to make benefit payments in the future. Beneficial ownership
        of any assets, whether cash or investments, that the Bank may earmark or
        place
        in trust to pay the Participants’ benefits under this Plan shall at all times
        remain in the Bank, and no Participant or Beneficiary shall have any property
        interest in any
  6
  specific
        assets of the Bank. To the extent a Participant or any other person acquires
        aright to receive payments
        from the Bank under this Plan, such right shall be no greater than the right
        of
        any unsecured general creditor of the Bank.
 
 **ARTICLE
        5**
 **ADMINISTRATION**
 
 **5.1**           **Administrator****.**
        The Administrator of the Plan may delegate any of its administrative functions
        to another person, subject to revocation of such delegation at any
        time.
 
 **5.2**           **Discretion****.**
        The Administrator shall have the discretionary power and authority to determine
        the individuals who shall become Participants in the Plan. The Administrator
        shall also have the discretionary power and authority, which it shall exercise
        in good faith, to determine whether a Participant is entitled to a benefit
        under
        the Plan, the identity of a Participant’s Beneficiary, and the amount and form
        of the benefit payable to any Participant or Beneficiary. The Administrator
        shall have the discretion and authority to interpret the Plan and to make
        such
        rules and regulations as it deems necessary for the administration of the
        Plan
        and to carry out its purposes. The determinations of the Administrator shall
        be
        conclusive and binding on all persons.
 
 **5.3**           **Determination
        of Benefit****.** The Administrator’s good faith
        determination of the benefits to which a Participant, surviving spouse, or
        Beneficiary is entitled under this Plan shall be conclusive and binding on
        all
        persons; provided, however, that this provision shall not preclude the
        Administrator’s correcting any error the Administrator determines to have been
        made in the computation of any benefit. The Administrator shall be entitled
        to
        recover from any Participant or Beneficiary, or from his estate, the amount
        of
        any overpayment of benefits and may reduce the amount of future benefits
        payable
        to any Participant or Beneficiary by the amount of any overpayment made with
        respect to the Participant.
 
 **5.4**           **Benefit
        Claim Procedure****.** Within a reasonable period of
        time following a Participant’s termination of employment, the Administrator will
        inform the Participant or the Beneficiary of a deceased Participant of the
        amount of benefits, if any, payable from the Plan. Not later than 30 days
        after
        receipt of such notification, the Participant or Beneficiary may file with
        the
        Administrator a written claim objecting to the amount of benefits payable
        under
        the Plan. The Administrator, not later than 90 days after receipt of such
        claim,
        will render a written decision to the claimant on the claim. If the claim
        is
        denied, in whole or in part, such decision will include the reason or reasons
        for the denial, a reference to the Plan provision that is the basis for the
        denial, a description of additional material or information, if any, necessary
        for the claimant to perfect the claim, an explanation as to why such information
        or material is necessary and an explanation of the Plan’s claim procedure. The
        claimant may file with the Administrator, not later than 60 days after receiving
        the Administrator’s written decision, a written notice of request for review of
        the decision, and the claimant or the claimant’s representative may review Plan
        documents which relate to the claim and may submit written comments to the
        Administrator. Not later than 60 days after receipt of such review request,
        the
        Administrator will render a written decision on the claim, which decision
        will
        include the specific reasons for the decision, including a reference to the
        Plan’s specific provisions where appropriate. The foregoing 90- and 60-day
        periods during which the Administrator must respond to the claimant may be
        extended by up to an additional 90 or 60 days, respectively, if special
        circumstances beyond the Administrator’s control so require.
 
 **5.5**           **Indemnification****.**
        The Bank shall indemnify the Administrator and each other person to whom
        administrative functions are delegated against any and all liabilities that
        may
        arise out of their administration of the Plan, except those that are imposed
        on
        account of such person’s willful misconduct.
  7
  **5.6**           **Limitation
        of Authority****.** No person performing any
        administrative functions with respect to the Plan shall exercise, or participate
        in the exercise of, any discretion with respect to his own benefit under
        the
        Plan. This provision shall not preclude such person from exercising
        discretionary authority with respect to the generally applicable provisions
        of
        the Plan, even though such person’s benefit may be affected by such
        exercise.
 **ARTICLE
        6**
 **MISCELLANEOUS**
 
 **6.1**           **Actuarial
        Equivalency****.** Whenever an actuarial equivalent must
        be determined under this Plan, it shall be determined using reasonable actuarial
        factors elected by the Administrator.
 
 **6.2**           **Termination
        of Employment****.** A Participant shall be deemed to
        have terminated employment for purposes of this Plan when he or she has ceased
        to provide service to the Bank as an employee.
 
 **6.3           Reserved.**
 
 **6.4**           **No
        Employment Rights****.** Nothing contained in this Plan
        shall be construed as conferring upon any employee the right to continue
        in the
        employ of the Bank.
 
 **6.5**           **No
        Compensation Guarantees****.** Nothing contained in this
        Plan shall be construed as conferring upon any employee the right to receive
        any
        specific level of compensation; nor shall the Bank be prevented in any way
        from
        modifying the manner or form in which the employee is to be
        compensated.
 
 **6.6**           **Effect
        on Benefit Plans****.** Neither benefits accrued by a
        Participant under this Plan nor amounts paid pursuant to the Plan following
        the
        Participant’s termination of employment shall be deemed to be salary or other
        compensation to the Participant for the purpose of computing benefits to
        which
        he or she may be entitled under any pension plan or other employee benefit
        plan
        or arrangement sponsored by the Bank, except to the extent such other plan
        expressly provides otherwise.
 
 **6.7**           **Rights
        and Benefits Not Assignable****.** The rights and
        benefits of a Participant and any other person or persons to whom payments
        may
        be made pursuant to this Plan are personal and, except for payments made
        to the
        representative of a person’s estate which may be assigned to the persons
        entitled to such estate, shall not be subject to any voluntary or involuntary
        anticipation, alienation, sale, assignment, pledge, transfer, encumbrance,
        attachment, garnishment by creditors of the Participant or such person or
        other
        disposition.
 
 **6.8           Amendment
        and Termination.**
 
 A.
              The
                  Board of Directors of the Bank may amend this Plan in such manner
                  as it
                  deems advisable, provided that no amendment shall reduce the accrued
                  benefit of any Participant, determined as of the date of the adoption
                  of
                  such amendment.
 
 B.
              The
                  Bank may terminate this Plan at any time. No person shall accrue
                  any
                  additional benefits under the Plan following the date of its termination.
                  However, the termination of the Plan shall not affect a Participant’s
                  right to receive payment of his accrued benefit (determined as
                  of the date
                  of the Plan’s termination) upon termination of employment; provided the
                  Participant would have been entitled to a benefit upon termination
                  of
                  employment if the Plan had not been
                  terminated.
  8
  C.
              For
                  purposes of this Section 6.8, a Participant’s accrued benefit shall mean
                  10% percent of the annual benefit the Participant would be entitled
                  to
                  receive at age 65 (assuming his continued employment to such date)
                  for
                  each completed Year of Service. Such benefit shall be determined
                  by
                  projecting the Participant’s Final Average Compensation to age
                  65.
 
 **6.9**           **Governing
        Law****.** Except to the extent preempted by federal
        law, this Plan shall be construed in accordance with, and governed by, the
        laws
        of the State of Connecticut without regard to rules relating to choice of
        law.
 
 **6.10**           **Entire
        Agreement****.** This Plan constitutes the entire
        understanding between the Bank and each Participant as to the subject matter
        hereof. No rights are granted to a Participant by virtue of this Agreement
        other
        than those specifically set forth herein.
 
 **ARTICLE
        7**
 **SPECIAL
        TRANSITION RULES RELATING TO SECTION 409A OF THE CODE**
 
 The
        Bank intends this Plan to conform
        in all respects with Section 409A of the Code in both form and
        operation.  Notwithstanding any other provision in this Plan, the Bank
        reserves the right to amend any provisions of the Plan or take any other
        action
        the Board deems appropriate to ensure compliance with Section 409A, including
        altering the time and forms of any distributions under the Plan.
 
 
 
 **IN
        WITNESS WHEREOF,** the Bank and Executive sign this amended and restated
        Plan as of the dates indicated below:
  **SAVINGS
                              INSTITUTE**
                          
                          **EXECUTIVE**By:Title:
                          
                          
                          Title:Date:
                          
                          
                          Date:
  9
  
 
 **APPENDIX
        A**
 
 Participant
                      Name
                  Column
                      A
                  Column
                      B
                  Column
                      C
 
  10
  **ACCEPTANCE
        AND BENEFICIARY DESIGNATION**
 
 I,
        _____________________, hereby designate _____________________________ as
        direct
        beneficiary and ________________________________________**as
        contingent beneficiary of the [portion of] benefits payable under the terms
        of
        the Plan.
 
 Signed
        at
        Willimantic, Connecticut, this  ________ day of 200___.
 
 
 
 ____________________________________
 
 
 
 
  
 
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 **FORM
        OF BENEFIT**
 
 In
        accordance with Section 3.6 of the Plan, I hereby elect to have my benefits
        under the Plan payable in the form of a:
 
 [   ]           Single
        life annuity, with 15 annual payments guaranteed. Lump sum
 
 [   ]           Lump
        sum payment.
 
 
 
 
 
 
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