EXHIBIT 10(j)


                          EXECUTIVE RETENTION AGREEMENT

     This EXECUTIVE  RETENTION  AGREEMENT  (this  "Agreement") is made as of the
16th day of October,  1997 by New England  Community  Bancorp,  Inc., a Delaware
corporation (the "Company"), and Frank A. Falvo (the "Executive").

                               W I T N E S S E T H

     WHEREAS, the Executive has been and continues to be employed by the Company
in a management  capacity and has made and is expected to continue to make major
contributions to the business of the Company;

     WHEREAS,  the Company recognizes the possibility of a Change in Control (as
hereinafter defined); and

     WHEREAS,  the Company  desires to reinforce  and  encourage  the  continued
attention  and  dedication  of  the  Company's  key  executives,  including  the
Executive,   to  their   responsibilities  on  behalf  of  the  Company  without
distraction in potentially disturbing circumstances arising from the possibility
of a Change in Control and to establish certain minimum  severance  benefits for
such key executives in the event of a Change in Control.

     NOW, THEREFORE, the Company and the Executive agree as follows:

     1. CERTAIN  DEFINED TERMS. In addition to terms defined  elsewhere  herein,
the  following  terms  shall  have  the  following  meanings  when  used in this
Agreement with initial capital letters:

              (a)  "Annual   Compensation"   shall  mean  the  sum  of  (i)  the
Executive's  annual base salary at the highest rate in effect  during the twelve
(12) months preceding the date of termination of the Executive's  employment or,
if higher,  during the twelve (12) months preceding the Change in Control,  plus
(ii) the  greatest  amount  of  incentive  bonus  compensation  received  by the
Executive with respect to any year from, and including,  the third year prior to
the year in which the Change in Control  occurs or, if no such  incentive  bonus
compensation has been received by the Executive,  prior to the occurrence of the
Change in Control, the Executive's target bonus for the year in which the Change
in Control occurs.

              (b)  "Board" shall mean the Board of Directors of the Company.

              (c)  "Cause"  shall  mean  that,   prior  to  any  termination  of
employment  by the  Executive  for Good  Reason,  the  Executive  shall have (i)
committed an intentional act of fraud,  embezzlement or theft in connection with
his duties or in the course of his employment  with the Company;  (ii) committed
intentional,  wrongful damage to property of the Company; or (iii) intentionally
and wrongfully disclosed  confidential  information of the Company. For purposes
of this Section 1(c), no act, or failure to act, on the  Executive's  part shall
be deemed "intentional" unless done, or omitted to be done, by the Executive not
in good faith and without  reasonable  belief that his action or omission was in
the best interests of the Company.  Notwithstanding the foregoing, the Executive
shall not be deemed to have been  terminated  for Cause  unless and until  there
shall have been  delivered to the Executive a copy of a resolution  duly adopted
by an  affirmative  vote of not less  than  three-quarters  (3/4) of the  entire
membership  of the Board at a  meeting  of the  Board  called  and held for such
purpose,  after  reasonable  notice to the Executive and an opportunity  for the
Executive,  together with the Executive's  counsel (if the Executive  chooses to
have counsel  present at such  meeting),  to be heard before the Board,  finding
that, in the good faith opinion of the Board, the Executive has committed an act
constituting "Cause" as herein defined and specifying the particulars thereof in
detail. Nothing herein will limit or otherwise affect the right of the Executive
or his beneficiaries to contest the validity or propriety of any such finding or
determination.

              (d) "Change in Control"  shall mean the occurrence during the Term
of the Agreement of:

                    (i) a report on Schedule 13D being filed with the Securities
and Exchange Commission pursuant to Section 13(d) of the Securities and Exchange
Act of 1934,  as amended (the "Act")  disclosing  that any person other than the
Corporation or any employee  benefit plan sponsored by the  Corporation,  is the
beneficial  owner (as the term is defined in Rule 13d-3 under the Act)  directly
or indirectly,  of  thirty-five  percent (35%) or more of the total voting power

<PAGE>


represented by the Corporation's then outstanding voting securities  (calculated
as provided in  paragraph  (d) of Rule 13d-3 under the Act in the case of rights
to acquire voting securities); or

                    (ii) any person,  other than the Corporation or any employee
benefit  plan  sponsored by the  Corporation,  purchasing  shares  pursuant to a
tender  offer  or  exchange  offer  to  acquire  any  voting  securities  of the
Corporation (or securities  convertible  into such voting  securities) for cash,
securities or any other  consideration,  provided that after consummation of the
offer, the person in question is the beneficial owner directly or indirectly, of
thirty-five  percent (35%) or more of the total voting power  represented by the
Corporation's then outstanding voting securities (all as calculated under clause
(i)); or

                    (iii) the stockholders of the Corporation  approving (A) any
consolidation  or merger of the  Corporation in which the Corporation is not the
continuing or surviving  corporation  (other than a merger of the Corporation in
which  holders of Common  Stock  immediately  prior to the merger  have the same
proportionate ownership of common stock of the surviving corporation immediately
after the merger as immediately before), or pursuant to which Common Stock would
be converted into cash,  securities or other  property,  or (B) any sale,  lease
exchange  or  other  transfer  (in  one  transaction  or  a  series  of  related
transactions) of all or substantially all the assets of the Corporation; or

                    (iv) there  having been a change in the  composition  of the
Board at any time  during any  consecutive  twenty-four  month  period such that
"continuing  directors"  cease for any reason to  constitute  at least a seventy
percent (70%) majority of the Board.

For  purposes of the  preceding  sentence,  "continuing  directors"  means those
members  of the  Board  who  either  were  directors  at the  beginning  of such
consecutive  twenty-four  (24)  month  period  or  were  elected  by or  on  the
nomination or recommendation of at least a seventy percent (70%) majority of the
then-existing "continuing directors." So long as there has not been a "Change in
Control"  within the meaning of clause (iv), the Board of Directors may adopt by
a seventy percent (70%) majority vote of the "continuing directors" a resolution
to the  effect  that  an  event  described  in  clauses  (i) or (ii)  shall  not
constitute a "Change in Control."

              (e)     "Code" shall  mean  the  Internal Revenue Code of 1986, as
amended.

              (f)     "Common Stock" shall mean the common stock of the Company.

              (g)     "Company" shall mean New England Community Bancorp, Inc.

              (h)     "ERISA" shall mean the Employee Retirement Income Security
Act of 1974, as amended.

              (i)     "Good Reason"  shall  mean  the  occurrence,  following  a
Change in Control and without the Executive's express written consent, of any of
the following circumstances:

                    (i) the failure to elect,  reelect or otherwise maintain the
Executive  in any office or  position,  or  substantially  equivalent  office or
position, that the Executive held immediately prior to the Change in Control;

                    (ii) a significant  adverse change in nature or scope of the
Executive's  authorities,  powers, functions or duties attached to any office or
position that the  Executive  held  immediately  prior to the Change in Control,
with the  exception  for a change  inherent  in the  Company  no longer  being a
publicly owned corporation;

                    (iii) a reduction in the  Executive's  base pay as in effect
immediately  prior to the Change in Control,  or as increased  from time to time
thereafter,  or a  failure  following  a  Change  in  Control  to  increase  the
Executive's  base pay on a  percentage  basis  equal to the  average  percentage
increase in base pay of all officers of the Company  during the period since the
Executive's last increase in base pay;

                    (iv) a failure  by the  Company to either  (A)  continue  in
effect  (without  reduction in benefit  level and/or reward  opportunities)  any
material compensation or employee benefit plan, program or practice in which the
Executive was participating immediately prior to the Change in Control, unless a
substitute or replacement plan has been implemented which provides substantially
identical compensation or benefits to the Executive or (B) provide the Executive
with  compensation and benefits,  in the aggregate,  at least equal (in terms of
benefit  levels and/or reward  opportunities)  to

<PAGE>


those provided for under each compensation or employee benefit plan, program and
practice  in which the  Executive  was  participating  immediately  prior to the
Change in Control;

                    (v) the Company  requiring  the  Executive  to be based more
than  twenty-five  (25) miles from the  Executive's  principal place of business
before the Change in Control;

                    (vi) the liquidation, dissolution, merger, consolidation, or
reorganization  of the  Company or sale or  transfer  of  substantially  all its
business  and/or assets unless the  obligations of this Agreement are assumed by
the successor(s); or

                    (vii) the Company's, or any successor's,  material breach of
this  Agreement;  provided,  however,  that any event or condition  described in
clauses (i), (ii),  (iii), (iv) or (v) of this Section 1(i) that occurs prior to
a Change in Control but which the Executive  reasonably  demonstrates (A) was at
the request of a Third Party or (B) otherwise  arose in  connection  with, or in
anticipation  of, a Change in Control that has been  threatened  or proposed and
that  actually  occurs,  shall  constitute  Good  Reason  for  purposes  of this
Agreement notwithstanding that it occurred prior to a Change in Control.

              (j) "Present Value" shall mean present value  determined using the
discount rate that,  at the relevant  time,  would be used to calculate  present
value for purposes of Section 280G of the Code.

              (k) "Severance Period" shall mean the period of time commencing on
the date of the  occurrence  of a Change in Control and  continuing  for two (2)
years thereafter.

              (l)  "Third  Party"  shall mean a Person (as that term is used for
purposes of Section 13(d) or 14(d) of the  Securities  Exchange Act of 1934) who
has indicated an intention or has taken steps reasonably  calculated to effect a
Change in Control.

     2. TERM OF AGREEMENT. This Agreement shall commence as of October 16, 1997,
and shall  continue in effect  until  October 16, 2000 (the  "Term");  provided,
however, that on October 16, 1998, and on each October 16th thereafter, the Term
shall  automatically  be extended for one (1) additional  year unless either the
Executive or the Company shall have given  written  notice to the other at least
ninety (90) days prior thereto that the Term shall not be so extended; provided,
further, however, that following the occurrence of a Change in Control, the Term
shall not expire prior to the expiration of the Severance Period.

     3. TERMINATION OF EMPLOYMENT DURING THE SEVERANCE PERIOD BY THE COMPANY FOR
A  REASON  OTHER  THAN  CAUSE  OR BY THE  EXECUTIVE  FOR  GOOD  REASON;  CERTAIN
TERMINATIONS PRIOR TO THE SEVERANCE PERIOD.

              (a) If, during the Severance  Period,  the Company  terminates the
Executive's employment for a reason other than Cause or the Executive terminates
employment on account of Good Reason:

                    (i) Within five (5) business days following such termination
of  employment,  the Company  shall pay to the Executive a lump sum equal to (A)
Two (2) times the Executive's Annual Compensation plus (B) the pro rata share of
the  Executive's  incentive  bonus for the year  during  which such  termination
occurs as provided in the  following  sentence plus (C) the amount the Executive
would have received as a matching  contribution  under the Company's 401(k) Plan
if the  Executive  had  received  the amounts set forth in clause (A) and (B) of
this  Section  3(a)(i)  over two (2)  years  and had made  contributions  to the
Company's 401(k) Plan based on those amounts at the contribution  rate set forth
in the Executive's salary deferral agreement in effect at the time of the Change
in Control. The pro rata share of the Executive's incentive bonus shall be equal
to (Y) the  greatest  amount of  incentive  bonus  compensation  received by the
Executive with respect to any year from, and including,  the third year prior to
the year in which the Change in Control  occurs or, if no such  incentive  bonus
compensation  has been received by the Executive  prior to the occurrence of the
Change in Control,  the Executive's target incentive bonus for the year in which
the Change of Control  occurs,  multiplied by (Z) the number of days in the year
of  termination  preceding  the date of  termination  divided  by three  hundred
sixty-five (365);

                    (ii)  Within  five  (5)   business   days   following   such
termination  of employment,  the Company shall transfer to the Executive  title,
free and clear of any liabilities or other encumbrances,  to the automobile then
provided to the Executive by the Company for his use;

<PAGE>


                    (iii) Immediately upon such  termination,  all stock options
and  restricted  stock  previously  granted to the Executive  shall vest and the
Executive  shall be treated for all purposes as having  satisfied any employment
requirements or performance measures contained therein;

                    (iv) Within five (5) business days following the Executive's
exercise of any stock  options  whether or not, at the time  granted,  they were
intended to be "Incentive Stock Options" under Section 422 of the Code, which at
the time exercised, were not eligible to be Incentive Stock Options, the Company
shall pay to the  Executive  a lump sum equal to (A) the income  realized by the
Executive on the exercise of such stock options multiplied by (B) the difference
between  the  aggregate  maximum  Federal  and  Connecticut  income tax rates on
ordinary income and the aggregate  maximum  Federal and  Connecticut  income tax
rates on capital gains;

                    (v) For  three  (3)  years  following  such  termination  of
employment,  the  Company  shall  provide or shall  arrange  to provide  for the
continuation  on behalf of the Executive of all benefits and service  credit for
benefits  under the  plans  maintained  by the  Company  prior to the  Change in
Control  that are  "welfare  plans" and  "pension  plans"  within the meaning of
Sections 3(1) and 3(2),  respectively,  of ERISA,  whether or not such plans are
subject to ERISA.  If benefits or service  credit for benefits  under any of the
foregoing  plans  are based on the  Executive's  compensation,  the  Executive's
Annual Compensation shall be deemed to be the Executive's  compensation for such
purpose.  If and to the extent that any benefits or service  credit for benefits
cannot be paid or  provided  under a plan  providing  such  benefits  or service
credit for  benefits,  then the Company will itself pay,  provide,  or otherwise
cause to be  provided  such  benefits  or  service  credit for  benefits  to the
Executive,  his dependents and beneficiaries (or if the Executive so elects, the
fair cash value of equivalents of such benefits or service credit for benefits).
During the period for which  benefits  and  service  credits  for  benefits  are
provided pursuant to this Section 3(a)(v), the Company may amend or replace such
plans,  provided that any such amendment or  replacement  plan shall continue to
provide to the Executive  benefits and service  credit for benefits at a benefit
level at least as valuable as under such plans  immediately  prior to the Change
in Control. The continuation of health benefits pursuant to this Section 3(a)(v)
shall not reduce in any way the Executive's and any dependent's or beneficiary's
rights to  continued  health  benefits  pursuant to Sections  601 through 608 of
ERISA,  or any equivalent  state or foreign law, for the full period provided by
such laws, and such rights to continued  health  benefits  pursuant to such laws
shall be deemed to arise at the end of the period of health benefit continuation
pursuant to this Section 3(a)(v);

                    (vi) For three  (3)  years  following  such  termination  of
employment,  the  Company  shall  provide  the  Executive  with a  country  club
membership  equal to the membership  provided to the Executive prior to the date
of  termination  of the  Executive's  employment  or,  if  higher,  prior to the
occurrence of the Change in Control;

                    (vii)  For  one  (1)  year  following  such  termination  of
employment, the Company, at its cost, shall provide the Executive with executive
outplacement  assistance;  provided  that  the  cost  to the  Company  for  such
assistance  shall not exceed fifteen (15) percent of the Executive's base salary
as in effect at the time of the Change in Control.


              (b) Certain Additional Payments by the Company.

                    (i) In the event it shall be determined  that any payment or
distribution by the Company to or for the benefit of the Executive (whether paid
or  payable  or  distributed  or  distributable  pursuant  to the  terms of this
Agreement or otherwise)  (a "Payment")  would subject the Executive to tax under
Section 4999 of the Code,  then the Company  shall make an  additional  lump sum
payment to the  Executive  within thirty (30) days of such  determination  in an
amount  equal to the sum of such tax plus the amount of Federal and state income
taxes  and tax under  Section  4999 of the Code  which  will be  imposed  on the
Executive  as a result of the  receipt of such lump sum payment  (the  "Gross-up
Amount").

                    (ii)  All  determinations  required  to be made  under  this
Section 3(b) shall be made, at the  Company's  expense,  by an  accounting  firm
selected by the Company, and reasonably acceptable to the Executive, that is one
of the five  largest  accounting  firms in the United  States  (the  "Accounting
Firm"), which shall provide detailed supporting calculations both to the Company
and the  Executive  within  fifteen (15) business  days of such  termination  of
employment  or such earlier  time as is requested by the Company.  Except as set
forth in clause (iii) below, any such determination by the Accounting Firm shall
be binding upon the Company and the Executive.

<PAGE>


                    (iii) As a result of the  uncertainty in the  application of
Section  4999  of the  Code  at the  time of the  initial  determination  by the
Accounting Firm hereunder, it is possible that additional Gross-up Amounts which
will not have been made by the Company  should have been made  ("Underpayment"),
consistent with the  calculations  required to be made  hereunder.  In the event
that the  Accounting  Firm,  based upon the  assertion  of a  deficiency  by the
Internal Revenue Service against the Executive that the Accounting Firm believes
has a high  probability of success,  determines  that an  Underpayment  has been
made, any such Underpayment  shall be promptly paid by the Company to or for the
benefit of the Executive  together with interest at the applicable  Federal rate
provided for in Section 7872(f)(2) of the Code.

              (c) If the Present Value of the  additional  payments and benefits
provided  pursuant to this  Agreement is less than or equal to the Present Value
of the additional  payments and benefits that the Executive shall be entitled to
receive  solely as a result of his  termination  of  employment  under any other
plan, program or arrangement of the Company,  including such plans,  programs or
arrangements  mandated by applicable  Federal,  state or foreign law (such other
plans, programs and arrangements  hereinafter referred to as "Other Plans"), the
Executive  shall be entitled to no  payments or benefits  under this  Agreement,
except  for the  continuation  of  health  benefits  for the  Executive  and his
dependents and beneficiaries  pursuant to Section 3(a)(v) hereof. If the Present
Value  of the  additional  payments  and  benefits  provided  pursuant  to  this
Agreement  is greater  than the Present  Value of the  additional  payments  and
benefits  that the  Executive  shall be  entitled  to receive as a result of his
termination  of employment  under Other Plans,  the payment  pursuant to Section
3(a)(i) hereof shall be reduced by the Present Value of such additional payments
and benefits under such Other Plans.  For purposes of the foregoing,  additional
payments  and  benefits  under Other Plans  shall not  include  plans  providing
payments and benefits to which the  Executive is entitled by reason of his prior
service  such as,  without  limitation,  "pension  plans"  within the meaning of
Section 3(2) of ERISA, whether or not such plans are subject to ERISA, and other
plans of deferred  compensation  but shall  include  plans  providing  severance
benefits,  termination  benefits and other  payments or benefits  paid solely on
account of the loss of employment. If the Company and the Executive cannot agree
on the reduction (if any) in, or the Present Value of, payments and benefits for
purposes of this Section 3(c), the determination of the amount of such reduction
and/or Present Value shall be made by the  Accounting  Firm described in Section
3(b)(ii) hereof, and such  determination  shall be conclusive and binding on the
parties.  The fees and  expenses  of such  Accounting  Firm for its  services in
connection with the foregoing determinations shall be paid by the Company.

              (d) If the  Executive's  employment  is  terminated by the Company
without  Cause  prior to the  date of a  Change  in  Control  and the  Executive
reasonably  demonstrates that such termination (i) was at the request of a Third
Party who  effectuates a Change in Control or (ii) otherwise arose in connection
with,  or in  anticipation  of, a Change in Control that has been  threatened or
proposed and that  actually  occurs,  such  termination  shall be deemed to have
occurred after a Change in Control,  provided that a Change in Control  actually
shall have occurred.

     4.  TERMINATION  OF EMPLOYMENT BY THE COMPANY FOR CAUSE OR BY THE EXECUTIVE
OTHER THAN FOR GOOD REASON. If the employment of the Executive is terminated (i)
by the Company for Cause;  (ii) by the  Executive for any reason other than Good
Reason; or (iii) by reason of the Executive's death or permanent disability,  no
payments shall be made to the Executive  under this  Agreement,  and the Company
shall have no further  obligations  under this  Agreement.  For  purposes of the
foregoing,  "permanent  disability"  shall mean the  Executive's  disability  as
defined under the Employee's  long-term disability policy as in effect from time
to time.

     5.  LEGAL  FEES AND  EXPENSES.  It is the  intent of the  Company  that the
Executive  not be  required  to  incur  legal  fees  and  the  related  expenses
associated with the interpretation,  enforcement, or defense of his rights under
this Agreement by litigation or otherwise  because the cost and expense  thereof
would  substantially  detract from the  benefits  intended to be extended to the
Executive hereunder.  Accordingly, if it should appear to the Executive that the
Company has failed to comply with any of its obligations under this Agreement or
in the event that the Company or any other person takes or threatens to take any
action to declare  this  Agreement  void or  unenforceable,  or  institutes  any
litigation or other action or  proceeding  designed to deny, or to recover from,
the Executive the benefits  provided or intended to be provided to the Executive
hereunder, the Company irrevocably authorizes the Executive from time to time to
retain  counsel  of his  choice,  at the  expense of the  Company  as  hereafter
provided,  to advise and represent  the  Executive in  connection  with any such
interpretation,  enforcement,  or defense,  including,  without limitation,  the
initiation  or defense of any  litigation  or other legal action , whether by or
against the Company or any director,  officer,  stockholder,  or other person or
entity  affiliated  with the Company,  in any  jurisdiction.  Without respect to
whether the Executive  prevails,  in whole or in part, in connection with any of
the foregoing,  the Company will pay and be solely  financially  responsible for
any and all attorneys'  and related fees and expenses  incurred by the Executive
in connection with any of the foregoing.

<PAGE>


     6. NO MITIGATION  OBLIGATION.  The Company hereby acknowledges that it will
be  difficult,  and may be  impossible,  for the  Executive  to find  reasonably
comparable  employment  following  termination of employment.  Accordingly,  the
payments  and  benefits  that the Company  will pay or provide to the  Executive
pursuant to this  Agreement will be liquidated  damages,  and the Executive will
not be required to mitigate the amount of any such payment or benefit by seeking
other employment or otherwise,  nor will any profits, income, earnings, or other
benefits from any source whatsoever create any mitigation, offset, reduction, or
any  other  obligation  of  payments  and  benefits  provided  pursuant  to this
Agreement.

     7. TAXES.  The Company may  withhold  from any amounts  payable  under this
Agreement all Federal,  state, local or foreign taxes as the Company is required
to withhold pursuant to any law,  regulation or ruling. The Executive shall bear
all expense of, and be solely  responsible  for,  all Federal,  state,  local or
foreign taxes due with respect to any payments or benefits  received pursuant to
this Agreement.

     8. SUCCESSORS AND BINDING AGREEMENT.

              (a) The Company  will  require any  successor,  whether  direct or
indirect,  by  purchase,   merger,   consolidation  or  otherwise,   to  all  or
substantially  all of the business  and/or  assets of the Company,  expressly to
assume and agree to perform  this  Agreement  in the same manner and to the same
extent that the  Company is  required  to perform it.  Failure of the Company to
obtain such  assumption  and agreement  prior to the  effectiveness  of any such
succession  shall be a breach of this  Agreement and shall entitle the Executive
to compensation and benefits from the Company in the same amount and on the same
terms  as the  Executive  would  be  entitled  hereunder  if the  Executive  had
terminated  employment for Good Reason, except that for purposes of implementing
the foregoing,  the date on which any such succession becomes effective shall be
deemed  the date on which  the  Executive's  employment  with  the  Company  was
terminated. As used in this Agreement, "the Company" shall include any successor
to the Company's business and/or assets as aforesaid which assumes and agrees to
perform this Agreement by operation of law, or otherwise.

              (b)  This  Agreement  shall  inure  to  the  benefit  of,  and  be
enforceable by, the Executive's  personal or legal  representatives,  executors,
administrators,  successors, heirs, distributees,  devisees and legatees. If the
Executive  dies while any amount is still payable  hereunder,  all such amounts,
unless otherwise provided herein,  shall be paid in accordance with the terms of
this  Agreement to the  Executive's  devisee,  legatee or other  designee or, if
there is no such designee, to the Executive's estate.

     9.  NOTICES.  For all  purposes  of  this  Agreement,  all  communications,
including,  without  limitation,  notices,  consents,  requests,  or  approvals,
required  or  permitted  to be given  hereunder  will be in writing  and will be
deemed to have been duly given when hand  delivered or  dispatched by electronic
facsimile  transmission  (with receipt  thereof  orally  confirmed),  or two (2)
business days after having been mailed by United States  registered or certified
mail, return receipt requested,  postage prepaid,  or one (1) business day after
having been sent by a nationally recognized overnight courier service, addressed
to the Company (to the  attention of the General  Counsel of the Company) at its
principal executive office and to the Executive at his principal  residence,  or
to such other address as either party may have furnished to the other in writing
and in  accordance  herewith,  except that notices of changes of address will be
effective only upon receipt.

     10.  GOVERNING  LAW.  The  validity,   interpretation,   construction,  and
performance of this  Agreement  shall be governed by and construed in accordance
with the substantive laws of the State of Connecticut,  without giving effect to
the principles of conflict of laws of such State, to the extent not preempted by
applicable Federal law.

     11. VALIDITY.  The invalidity or  unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.

     12.  ARBITRATION.  Any dispute  arising out of, or in any way  relating to,
this  Agreement  shall be resolved by  arbitration  in  Connecticut  through the
Hartford,   Connecticut  office  of  the  American  Arbitration  Association  in
accordance  with the Model  Employment  Arbitration  Procedures  of the American
Arbitration  Association  except to the extent such  provisions  are modified as
hereinafter provided. The arbitration proceeding shall be conducted by three (3)
arbitrators.  The  Executive  and  the  Company  shall  each  designate  one (1)
arbitrator,  each of whom shall be an  attorney  admitted  to practice in one or
more states who has ten (10) or more years of experience in employment  matters,
and the arbitrators so selected shall  thereafter  designate a third  arbitrator
(who  shall be a member  of the  National  Academy  of  Arbitrators)  by  mutual
agreement.  The  arbitrators  shall have no authority to modify any provision of
this Agreement or to award a remedy

<PAGE>


for a  dispute  involving  this  Agreement  other  than a  benefit  specifically
provided under or by virtue of this  Agreement.  The decision of the arbitrators
shall be final and binding on the Company and the Executive.

     13.  MERGER.  This  Agreement  expresses in full the  understanding  of the
Company and the Executive with respect to compensation and benefits  following a
Change in Control and the subsequent termination of the Executive's  employment,
and all promises, representations,  understandings and arrangements with respect
to such  compensation  and  benefits  following  a  Change  in  Control  and the
subsequent termination of the Executive's employment contained in any agreements
and promises,  written or otherwise,  expressed or implied, with respect to such
compensation and benefits and such termination are wholly  superseded and merged
herein. Except as otherwise specifically provided in this Agreement,  nothing in
this  Agreement  will  prevent  or  limit  the  Executive's  present  or  future
participation  in any  benefit,  bonus,  incentive,  or  other  plan or  program
provided by the  Company  for which the  Executive  may  qualify,  nor will this
Agreement in any manner limit or otherwise  affect such rights as the  Executive
may have under any such plan or program. Amounts or benefits which are vested or
which the  Executive  is  otherwise  entitled to receive  under any such plan or
program of the Company at or subsequent to the date of termination of employment
shall be payable in  accordance  with such plan or program,  except as otherwise
expressly provided in this Agreement.

     14. WAIVER.  Failure by either party hereto to insist upon strict adherence
to any one or more of the covenants or terms  contained  herein,  on one or more
occasions,  shall not be construed to be a waiver nor will it deprive such party
of the right to require strict compliance with the same thereafter.

     15. AMENDMENTS. No amendments hereto, or waivers or releases of obligations
or liabilities hereunder,  shall be effective unless agreed to in writing by all
parties hereto.

     16. COUNTERPARTS.  This Agreement may be executed in several  counterparts,
each of which shall be deemed to be an original but all of which  together shall
constitute one and the same instrument.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed effective as of the date first written above.

                                  New England Community Bancorp, Inc.


                                  By: s/s Angelina J. McGillivray
                                  -------------------------------
                                  Angelina J. McGillivray
                                  Its Secretary



                                 s/s Frank A. Falvo
                                 ------------------
                                 Frank A. Falvo