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                                                                   EXHIBIT 10.12

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                                       OF

                                 ROCKVILLE BANK

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                                TABLE OF CONTENTS

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INTRODUCTION .................................................................     1

SECTION 1    - DEFINITIONS....................................................     1

     1.1         "Actuarial Equivalent Value".................................     1

     1.2         "Affiliated Employer"........................................     1

     1.3         "Average Annual Earnings"....................................     1

     1.4         "Bank".......................................................     2

     1.5         "Basic Plan".................................................     2

     1.6         "Basic Plan Benefit".........................................     2

     1.7         "Board"......................................................     2

     1.8         "Cause"......................................................     2

     1.9         "CEO"........................................................     3

     1.10        "Change in Control".........................................      3

     1.11        "Change in Control Agreement"................................     3

     1.12        "Code".......................................................     3

     1.13        "Company"....................................................     3

     1.14        "Compensation"...............................................     3

     1.15        "Deferred Vested Benefit"....................................     4

     1.15        "Dependent"..................................................     4

     1.16        "Disability" or "Disabled"...................................     4

     1.17        "Effective Date".............................................     4

     1.18        "Former Member"..............................................     4

     1.19        "Good Reason"................................................     4

     1.20        "Lump Sum Election"..........................................     5

     1.21        "Member".....................................................     5

     1.22        "Other Retirement Income"....................................     5

     1.23        "Plan".......................................................     5

     1.24        "Plan Administrator".........................................     5

     1.25        "Potential Change in Control"................................     6

     1.26        "Retirement".................................................     6
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                                TABLE OF CONTENTS
                                   (CONTINUED)

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     1.27        "Retirement Benefits"........................................     6

     1.28        "Service"....................................................     6

     1.29        "Supplemental Pension Benefit"...............................     6

     1.30        "Surviving Spouse"...........................................     6

     1.31        "Surviving Spouse's Benefits"................................     6

     1.32        "Vested Former Member".......................................     7

SECTION 2    - PARTICIPATION..................................................     7

     2.1         Commencement of Participation................................     7

     2.2         Termination of Participation.................................     7

SECTION 3    - AMOUNT AND FORM OF BENEFITS....................................     8

     3.1         Retirement Benefits..........................................     8

     3.2         Deferred Vested Benefit......................................     9

     3.3         Form of Payment..............................................    11

     3.4         Lump Sum Election............................................    12

     3.5         Cessation of Benefits........................................    14

     3.6         Notification of Cessation of Benefits........................    15

     3.7         Repayment of Benefits Paid as Lump Sum.......................    15

     3.8         Change in Control............................................    16

SECTION 4    - SURVIVING SPOUSE'S BENEFITS....................................    16

     4.1         Death Prior to Benefit Commencement..........................    16

     4.2         Death On or After Benefit Commencement.......................    17

     4.3         Commencement of Surviving Spouse's Benefit...................    18

     4.4         Lump Sum Payment.............................................    18

     4.5         Reduction....................................................    18

SECTION 5    - PLAN ADMINISTRATOR.............................................    19

     5.1         Duties and Authority.........................................    19

     5.2         Presentation of Claims.......................................    19

     5.3         Claims Denial Notification...................................    20

     5.4         Claims Review Procedure......................................    20
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                                TABLE OF CONTENTS
                                   (CONTINUED)

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     5.5         Timing.......................................................    21

     5.6         Final Decision...............................................    21

     5.7         Exhaustion of Remedy.........................................    22

SECTION 6    - MISCELLANEOUS..................................................    22

     6.1         Amendment; Termination.......................................    22

     6.2         No Employment Rights.........................................    23

     6.3         Unfunded Status..............................................    23

     6.4         No Alienation................................................    23

     6.5         Withholding..................................................    24

     6.6         Governing Law................................................    24

     6.7         Successors...................................................    24

     6.8         Integration..................................................    24
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                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                                       OF
                                 ROCKVILLE BANK

                                  INTRODUCTION

The Rockville Bank Supplemental Executive Retirement Plan (the "Plan") is
established to provide a means of ensuring the payment of a competitive level of
retirement income and survivor benefits, and thereby attract, retain and
motivate a select group of executives of Rockville Bank and its affiliates.

                             SECTION 1 - DEFINITIONS

1.1   "Actuarial Equivalent Value" shall mean a benefit of equivalent value
      computed on the basis of the mortality table and interest rate used to
      calculate accrued benefits under the Basic Plan.

1.2   "Affiliated Employer" shall mean an entity affiliated with the Bank.

1.3   "Average Annual Earnings" with respect to any Member shall mean the
      greater of: (a) the Member's average annual Compensation during the 12
      consecutive calendar months within the final one hundred-twenty
      consecutive calendar months of the Member's Service affording the highest
      such average; or (b) the sum of (i) the Member's base salary as in effect
      immediately prior to the Member's Retirement or other termination of
      employment prior to reductions for elective contributions under Sections
      401(k), 125 and

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      132(f)(4) of the Code and deferred compensation under any nonqualified
      deferred compensation plan, and (ii) the Member's annual incentive
      compensation that became payable in cash to the Member for the latest year
      preceding the year of Retirement or other termination of employment based
      on performance actually achieved in that latest year.

1.4   "Bank" shall mean Rockville Bank and its subsidiaries and any successors
      thereto.

1.5   "Basic Plan" shall mean as to any Member or Vested Former Member the
      defined benefit pension plan of the Bank intended to meet the requirements
      of Code Section 401(a) pursuant to which retirement benefits are payable
      to such Member or Vested Former Member or to the Surviving Spouse or
      designated beneficiary of a deceased Member or Vested Former Member.

1.6   "Basic Plan Benefit" shall mean the amount of benefits payable from the
      Basic Plan to a Member or Vested Former Member.

1.7   "Board" shall mean the Board of Directors of the Bank, except that any
      action authorized to be taken by the Board hereunder may also be taken by
      a duly authorized committee of the Board or its duly authorized delegees.

1.8   "Cause". A Member shall not be deemed to have been terminated for "Cause"
      under this Plan unless such Member shall have been terminated for "Cause"
      under the terms of such Member's employment agreement or Change in Control
      Agreement with the Bank.

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1.9   "CEO" shall mean the Chief Executive Officer of the Bank.

1.10  "Change in Control". If a "Change in Control" shall have occurred or shall
      be deemed to have occurred under the terms of a Member's or Vested Former
      Member's employment agreement or Change in Control Agreement , then a
      "Change in Control" shall be deemed to have occurred under this Plan.

1.11  "Change in Control Agreement" shall mean any written agreement in effect
      between any Member or Former Member or Vested Former Member and the Bank
      or an Affiliated Employer pursuant to which benefits may be payable to
      such Member or Former Member or Vested Former Member in connection with a
      Change in Control.

1.12  "Code" shall mean the Internal Revenue Code of 1986, as amended from time
      to time.

1.13  "Company" shall mean Rockville Financial Inc. and any successor thereto.

1.14  "Compensation" shall mean base salary and annual incentive compensation
      prior to reductions for elective contributions under Sections 401(k), 125
      and 132(f)(4) of the Code and deferred compensation under any nonqualified
      deferred compensation plan. Notwithstanding the foregoing, Compensation
      shall exclude severance pay (including, without limitation, severance pay
      under an employment or Change in Control Agreement), stay-on bonuses,
      long-term bonuses, retirement income, change-in-control payments,
      contingent payments, amounts paid under this Plan or any other retirement
      plan or deferred compensation plan, income derived from stock options,
      stock

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      appreciation rights and other equity-based compensation and other forms of
      special remuneration.

1.15  "Deferred Vested Benefit" shall mean the benefits described in Section
      3.2(b) hereof.

1.16  "Dependent" shall mean the child of a Member or Vested Former Member who
      is a dependent for federal income tax purposes.

1.17  "Disability" or "Disabled" shall have the meaning provided in Section 409A
      of the Code and the regulations thereunder.

1.18  "Effective Date" shall mean the date specified in the resolution of the
      Board adopting this Plan.

1.19  "Former Member" shall mean (i) a Member whose employment with the Bank or
      an Affiliated Employer terminates before he or she has completed five or
      more years of Service, or (ii) a Member who was removed from participation
      in the Plan, in accordance with Section 2.2 hereof, before he or she has
      completed five or more years of Service.

1.20  "Good Reason" If a Member shall have terminated employment for "Good
      Reason" under the terms of such Member's employment agreement with the
      Bank or Change in Control Agreement, then such Member shall be deemed to
      have terminated employment for "Good Reason" under this Plan.

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1.21  "Lump Sum Election" shall mean an election to receive all or a portion of
      the benefits payable hereunder in a lump sum pursuant to Section 3.4
      hereof.

1.22  "Member" shall mean an employee of the Bank or an Affiliated Employer who
      becomes a participant in the Plan pursuant to Section 2, but excludes any
      Former Member or Vested Former Member.

1.23  "Other Retirement Income" with respect to any Member shall mean:

      (a)   the Supplemental Pension Benefit provided to such Member under the
            Supplemental Savings and Retirement Plan of the Bank; and

      (b)   such benefit payable in respect of such Member as may be specified
            in Addendum A to this Plan.

1.24  "Plan" shall mean the Rockville Bank Supplemental Executive Retirement
      Plan, as embodied herein, and any amendments thereto.

1.25  "Plan Administrator" shall mean the Human Resources Committee of the
      Board, except that any action authorized to be taken by the Plan
      Administrator hereunder may also be taken by any committee or person(s)
      duly authorized by the Human Resources Committee of the Board or the duly
      authorized delegees of such duly authorized committee or person(s).

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1.26  "Potential Change in Control" If a "Potential Change in Control" shall
      have occurred or shall be deemed to have occurred under the terms of a
      Member's employment agreement with the Bank or Change in Control Agreement
      , a "Potential Change in Control" shall be deemed to have occurred under
      this Plan,

1.27  "Retirement" shall mean the termination of a Member's or Vested Former
      Member's employment with the Bank or an Affiliated Employer other than by
      reason of death after attaining age 60 and completing five years of
      Service.

1.28  "Retirement Benefits" shall mean the benefits described in Section 3.1(b)
      hereof.

1.29  "Service" shall mean a Member's service defined as Vested Service in the
      Basic Plan, which is taken into account for vesting purposes thereunder
      (including any such service prior to the date such individual becomes a
      Member but not including any such service after participation hereunder
      terminates).

1.30  "Supplemental Pension Benefit" shall mean the Supplemental Pension Benefit
      provided under the Supplemental Savings and Retirement Plan of the Bank.

1.31  "Surviving Spouse" shall mean the spouse of a deceased Member or Vested
      Former Member to whom such Member or Vested Former Member is married under
      applicable state law immediately preceding such Member or Vested Former
      Member's death.

1.32  "Surviving Spouse's Benefits" shall mean the benefits described in Section
      5 hereof.

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1.33  "Vested Former Member" shall mean (i) a Member whose employment with the
      Bank or an Affiliated Employer terminates on or after the date on which he
      or she has completed five or more years of Service, or (ii) a Member who
      was removed from participation in the Plan, in accordance with Section 2.2
      hereof, on or after the date on which he or she has completed five or more
      years of Service.

                            SECTION 2 - PARTICIPATION

2.1   Commencement of Participation. Such key executives of the Bank and its
      Affiliated Employers as are designated by the CEO in writing and, in the
      case of officers of the Bank or its Affiliated Employers, approved by the
      Human Resources Committee of the Board, shall participate in the Plan as
      of a date determined by the CEO or the Committee, as the case may be.

2.2   Termination of Participation. A Member's participation in the Plan shall
      terminate upon termination of his or her employment with the Bank or any
      Affiliated Employer. Prior to termination of employment, a Member may be
      removed, upon written notice by the CEO, and, in the case of officers of
      the Company or its Affiliated Employers, as approved by the Human
      Resources Committee of the Board, from further participation in the Plan.
      As of the date of termination or removal, no further benefits shall accrue
      to such individual hereunder.

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                     SECTION 3 - AMOUNT AND FORM OF BENEFITS

3.1   Retirement Benefits.

      (a)   Eligibility. Upon the Retirement of a Member or Vested Former Member
            from the Bank or an Affiliated Employer, he or she shall be entitled
            to the Retirement Benefit described in Section 3.1(b) hereof,
            payable in the form specified in Section 3.3.

      (b)   Amount. The Retirement Benefit of a Member or Vested Former Member
            shall be an annual benefit equal to the difference between (i) and
            the sum of (ii) and (iii), where:

            (i)   is the percentage of his or her Average Annual Earnings
                  specified in Addendum A to this Plan;

            (ii)  is the Basic Plan Benefit payable to the Member or Vested
                  Former Member as of the date of his or her Retirement
                  expressed in the form of an annual life annuity, or, if the
                  Basic Plan Benefit becomes payable after the Member's or
                  Vested Former Member's Retirement, the Actuarial Equivalent
                  Value of the Basic Plan Benefit payable in the form of an
                  annual life annuity as of such date, regardless of whether
                  such date

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                  precedes the earliest possible payment date under the terms of
                  the Basic Plan; and

            (iii) is the Other Retirement Income payable to the Member or Vested
                  Former Member as of the date of his or her Retirement
                  expressed in the form of an annual life annuity, or, if the
                  Other Retirement Income becomes payable after the Member's or
                  Vested Former Member's Retirement, the Actuarial Equivalent
                  Value of the Other Retirement Income payable in the form of an
                  annual life annuity as of such date, regardless of whether
                  such date precedes the earliest possible payment date under
                  the terms of the retirement arrangement.

3.2   Deferred Vested Benefit.

      (a)   Eligibility. Each Member and Vested Former Member who has completed
            five or more years of Service and whose employment with the Bank or
            an Affiliated Employer terminates prior to Retirement, for a reason
            other than Cause or death shall be entitled to the Deferred Vested
            Benefit described in Section 3.2(b) hereof, payable in the form
            specified in Section 3.3.

      (b)   Amount. The Deferred Vested Benefit of a Member or Vested Former
            Member who terminates and who meets the eligibility requirements of
            Section 3.2(a) shall be an annual benefit equal to the difference
            between (i) and the sum of (ii) and (iii), where:

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            (i)   is the percentage of his or her Average Annual Earnings
                  specified in Addendum A to this Plan;

            (ii)  is the Basic Plan Benefit payable to the Member or Vested
                  Former Member as of the date his or her Deferred Vested
                  Benefit commences expressed in the form of an annual life
                  annuity, or, if the Basic Plan Benefit becomes payable after
                  the Member's or Vested Former Member's Deferred Vested Benefit
                  commences, the Actuarial Equivalent Value of the Basic Plan
                  Benefit payable in the form of an annual life annuity as of
                  such date, regardless of whether such date precedes the
                  earliest possible payment date under the terms of the Basic
                  Plan; and

            (iii) is the Other Retirement Income payable to the Member or Vested
                  Former Member as of the date his or her Deferred Vested
                  Benefit commences expressed in the form of an annual life
                  annuity, or, if the Other Retirement Income becomes payable
                  after the Member's or Vested Former Member's Deferred Vested
                  Benefit commences, the Actuarial Equivalent Value of the Other
                  Retirement Income payable in the form of an annual life
                  annuity as of such date, regardless of whether such date
                  precedes the earliest possible payment date under the terms of
                  the appropriate arrangement.

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3.3   Form of Payment.

      (a)   Except as provided under Section 3.3(b) or Section 3.3(c), the
            Retirement Benefit or Deferred Vested Benefit under this Plan, as
            the case may be, shall be payable in monthly installments in the
            form of a straight life annuity and without regard to any optional
            form of benefits elected under the Basic Plan. Payments shall
            commence as of the first day of the calendar month coinciding with
            or next following (i) the date of the Member's or Vested Former
            Member's Retirement, in the case of Retirement Benefits or (ii) the
            later of the date the Member or Vested Former Member attains age 60
            or terminates employment, in the case of Deferred Vested Benefits,
            and shall commence to be paid on such date or as soon as
            administratively practicable thereafter; provided, however, that any
            distribution to a key employee, within the meaning of Section 416(i)
            of the Code, shall not be made until six months after such date.

      (b)   If a Member or Vested Former Member has made a Lump Sum Election
            pursuant to Section 3.4 and such Lump Sum Election becomes effective
            (i) prior to the date of such Member's or Vested Former Member's
            Retirement or termination of employment with the Bank or an
            Affiliated Employer and (ii) while he or she was still a Member, the
            Retirement Benefit, or Deferred Vested Benefit under this Plan, as
            the case may be, shall be payable in the form or combination of
            forms of payment elected pursuant to such Lump Sum Election under
            Section 3.4 and without regard to any optional form of benefits
            elected under the Basic Plan. Any portion of the benefits hereunder
            payable in a lump sum shall be paid within 60

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            days following (i) the date of the Member's or Vested Former
            Member's Retirement, in the case of Retirement Benefits or (ii) the
            later of the date the Member or Vested Former Member attains age 60
            or terminates employment, in the case of Deferred Vested Benefits;
            provided, however, that any distribution to a key employee, within
            the meaning of Section 416(i) of the Code, shall not be made until
            six months after such date.

3.4   Lump Sum Election.

      (a)   A Member or Vested Former Member may elect to receive all, none, or
            a specified portion, as provided in Section 3.4(c), of his or her
            Retirement Benefit or Deferred Vested Benefit under the Plan as a
            lump sum and to receive any balance of such benefit in the form of
            an annuity; provided that any such Lump Sum Election shall be
            effective for purposes of this Plan only if the conditions of
            Section 3.4(b) are satisfied. A Member or Vested Former Member may
            elect a payment form different than the payment form previously
            elected by him or her under this Section 3.4(a) by filing a revised
            election form; provided that any such new election shall be
            effective only if the conditions of Section 3.4(b) are satisfied
            with respect to such new election. Any prior Lump Sum Election made
            by a Member that has satisfied the conditions of Section 3.4(b)
            shall remain effective for purposes of the Plan until such Member
            has made a new election satisfying the conditions of Section 3.4(b).
            The amount of any portion of a Member's or a Vested Former Member's
            Retirement Benefit or Deferred Vested Benefit payable as a lump sum
            under this Section 3.4 shall equal the present value of such portion

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            of the benefit, and such present value shall be determined: (i) on
            the assumption that it is payable in the form of a 100% joint and
            survivor annuity; and (ii) on the basis of the interest rate and
            mortality table used to calculate accrued benefits under the Basic
            Plan.

      (b)   A Member's election under Section 3.4(a) becomes effective only if
            the election is made prior to the date of the Member's commencement
            of participation in the Plan as provided in Section 2.1. Otherwise,
            an election made after the date of the Member's commencement of
            participation in the Plan becomes effective only if all of the
            following conditions are satisfied: (i) such Member remains in the
            employment of the Bank or an Affiliated Employer, as the case may
            be, for the full 12 calendar months immediately following the date
            of such election (the "Election Date"), except in the case of death
            or Disability of such Member (in which case Section 3.4(d) shall
            apply); (ii) payment of such lump sum pursuant to such election is
            not made until the fifth anniversary of the date on which payment of
            the Member's Retirement Benefit or Deferred Vested Benefit, as the
            case may be, would otherwise have been made pursuant to Section
            3.3(a); and (iii) such Member complies with the administrative
            procedures set forth by the Plan Administrator with respect to the
            making of a Lump Sum Election.

      (c)   A Member making an election under Section 3.4(a) may specify the
            portion of his Retirement or Deferred Vested Benefit under the Plan
            to be received in a lump sum as follows: 0%, 25%, 50%, 75%, or 100%.

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      (d)   In the event that a Member who has made an election pursuant to
            Section 3.4(a) dies or becomes Disabled while employed by the Bank
            or an Affiliated Employer and such death or Disability occurs during
            the 12 calendar-month period immediately following the Election
            Date, the condition under Section 3.4(b)(i) shall be deemed
            satisfied with respect to such Member.

3.5   Cessation of Benefits. Anything in this Plan to the contrary
      notwithstanding, any payments made pursuant to this Plan shall be subject
      to and conditioned upon compliance with 12 U.S.C. Section 1828(k) and any
      regulations promulgated thereunder; and any payments contemplated to be
      made pursuant to this Plan shall not be immediately payable to the extent
      such payments are barred or prohibited by an action or order issued by the
      Connecticut Banking Commissioner or the Federal Deposit Insurance
      Corporation. Moreover, no benefits or no further benefits, as the case may
      be, shall be paid to a Member, Vested Former Member or Surviving Spouse if
      the Member or Vested Former Member:

      (a)   has been determined to be in breach of any noncompetition,
            nondisclosure or nondisparagement covenant in such Member's or
            Vested Former Member's employment agreement with the Bank or Change
            in Control Agreement; or

      (b)   the Member or Vested Former Member has been discharged from
            employment with the Bank or any Affiliated Employer for Cause as
            provided in the Member's or Vested Former Member's employment
            agreement with the Bank or Change in Control Agreement.

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3.6   Notification of Cessation of Benefits. In any case described in Section
      3.5, the Member, Vested Former Member or Surviving Spouse shall be given
      prior written notice that no benefits or no further benefits, as the case
      may be, will be paid to such Member, Vested Former Member or Surviving
      Spouse. Such written notice shall specify the particular act(s), or
      failures to act, and the basis on which the decision to cease paying his
      or her benefits has been made.

3.7   Repayment of Benefits Paid as Lump Sum.

      (a)   A Member or Vested Former Member who receives in a lump sum any
            portion of his or her Retirement Benefit or Deferred Vested Benefit
            pursuant to a Lump Sum Election, shall receive such lump sum portion
            of such Retirement Benefit or Deferred Vested Benefit subject to the
            condition that if such Member or Vested Former Member engages in any
            of the acts described in Section 3.5 (a) or (b) , then such Member
            or Vested Former Member shall, within 60 days after written notice
            by the Bank, repay to the Bank the amount described in Section
            3.7(b).

      (b)   The amount described in this Section shall equal the amount of the
            Member's or Vested Former Member's lump sum benefit paid under this
            Plan to which such Member or Vested Former Member would not have
            been entitled, if such lump sum benefit had instead been payable in
            the form of an annuity under this Plan and such annuity payments
            were subject to the provisions of Section 3.5.

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3.8   Change in Control. In the event of a Potential Change in Control or Change
      in Control, the Bank shall, not later than 15 days thereafter, have
      established one or more so-called "rabbi" trusts and shall deposit therein
      cash in an amount sufficient to provide for full payment of all potential
      benefits payable under the Plan. Such rabbi trust(s) shall be irrevocable
      and shall provide that the Bank may not, directly or indirectly, use or
      recover any assets of the trust(s) until such time as all obligations
      which potentially could arise hereunder have been settled and paid in
      full, subject only to the claims of creditors of the Bank in the event of
      insolvency or bankruptcy of the Bank; provided, however, that if no Change
      in Control has occurred within two years after such Potential Change in
      Control, such rabbi trust(s) shall at the end of such two-year period
      become revocable and may thereafter be revoked by the Bank.

                     SECTION 4 - SURVIVING SPOUSE'S BENEFITS

4.1   Death Prior to Benefit Commencement. Upon the death of a Member or Vested
      Former Member, prior to the commencement of his or her Retirement Benefit
      or Deferred Vested Benefit hereunder, any such Member shall be deemed to
      have completed five years of Service for purposes of Section 3.2(a) and
      his or her Surviving Spouse will be entitled to a Surviving Spouse's
      Benefit under this Plan equal to 100% of the Retirement or Deferred Vested
      Benefit that would have been provided from the Plan had the Member or
      Vested Member retired from or terminated employment with the Bank or an
      Affiliated Employer on the date of death and commenced benefits on the
      later of the date the Member would have attained age 60 or the date of the
      Member's death; provided, however, that in calculating the Retirement or
      Deferred Vested Benefit that would have

                                     - 16 -
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      been provided from the Plan, the offset for the Basic Plan Benefit
      specified in Section 3.1(b)(ii) or 3.2(b)(ii), as the case may be, shall
      be reduced to the Basic Plan Benefit payable on behalf of such Member to
      the Member's spouse, expressed in the form of an annual life annuity. In
      the event that a Member's or Vested Former Member's spouse predeceases the
      Member or Vested Former Member or in the event that a Member's or Vested
      Former Member's Surviving Spouse dies while one or more of the Member's or
      Vested Former Member's Dependents are still living, such Surviving
      Spouse's benefit shall be paid or continued to the Member's Dependents for
      so long as any one of them shall remain a Dependent.

4.2   Death On or After Benefit Commencement. Upon the death of a Vested Former
      Member while he or she is receiving Retirement or Deferred Vested
      Benefits, his or her Surviving Spouse shall receive a Surviving Spouse's
      Benefit equal to 100% of the Benefit he or she was receiving at the time
      of death. Notwithstanding the foregoing, in the event that all or a
      portion of the Retirement Benefit or Deferred Vested Benefit was
      previously paid to a Member or Vested Former Member in the form of a lump
      sum, there shall be no duplication of such lump sum benefit to the
      Member's or Vested Former Member's Surviving Spouse. In the event that a
      Member's or Vested Former Member's spouse predeceases the Member or Vested
      Former Member or in the event that a Member's or Vested Former Member's
      Surviving Spouse dies while one or more of the Member's or Vested Former
      Member's Dependents are still living, such Surviving Spouse's benefit
      shall be paid or continued to the Member's Dependents for so long as any
      one of them shall remain a Dependent.

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<PAGE>

4.3   Commencement of Surviving Spouse's Benefit. Except as provided in Section
      4.4, the Surviving Spouse's Benefit provided under Sections 4.1 or 4.2
      will be payable monthly Such benefits shall continue until the first day
      of the month in which the Surviving Spouse dies.

4.4   Lump Sum Payment.

      (a)   If a Member or a Vested Former Member made an Election under Section
            3.4 but such Member or Vested Former Member died prior to such lump
            sum payment, the Surviving Spouse's Benefit payable under Section
            4.1 hereof will be payable in the form or combination of forms of
            payment so elected by such Member or Vested Former Member pursuant
            to such Lump Sum Election. The amount of any lump sum payment under
            the Plan shall be determined using the actuarial assumptions set
            forth in Section 3.4(a).

      (b)   Any Surviving Spouse's Benefit which is payable as a lump sum shall
            be paid within 60 days after the date when any portion of such
            benefit payable in annuity form commences or would commence if any
            portion of such Surviving Spouse's Benefit were payable as an
            annuity as set forth in Section 4.3.

4.5   Reduction. Notwithstanding the foregoing provisions of Section 4, the
      amount of a Surviving Spouse's Benefit shall be reduced by one percentage
      point for each year (where a half year or more is treated as a full year)
      in excess of ten years that the age of the Member or Vested Former Member
      exceeds the age of the Surviving Spouse.

                                     - 18 -
<PAGE>

                         SECTION 5 - PLAN ADMINISTRATOR

5.1   Duties and Authority. The Plan Administrator shall be responsible for the
      administration of the Plan and may delegate to any committee, employee,
      director or agent its responsibility to perform any act hereunder,
      including, without limitation, those matters involving the exercise of
      discretion; provided, that such delegation shall be subject to revocation
      at any time at the Plan Administrator's discretion. The Plan Administrator
      shall have the sole discretion to determine all questions arising in
      connection with the Plan, to interpret the provisions of the Plan and to
      construe all of its terms, to adopt, amend, and rescind rules and
      regulations for the administration of the Plan, and generally to conduct
      and administer the Plan and to make all determinations in connection with
      the Plan as may be necessary or advisable. All such actions of the Plan
      Administrator shall be conclusive and binding upon all Members, Former
      Members, Vested Former Members, Surviving Spouses and other persons.

5.2   Presentation of Claims. Claims for benefits shall be filed in writing with
      the Plan Administrator. Written or electronic notice of the disposition of
      a claim shall be furnished to the claimant within 90 days after the claim
      is filed (or within 180 days if special circumstances require an extension
      of time for processing the claim and if notice of such extension and
      circumstances is provided to the claimant within the initial 90-day
      period.)

                                     - 19 -
<PAGE>

5.3   Claims Denial Notification. If a claim is wholly or partially denied, the
      Plan Administrator shall furnish to the claimant a written notice setting
      forth in a manner calculated to be understood by the claimant:

      (a)   the specific reason(s) for denial;

      (b)   specific reference(s) to pertinent Plan provisions on which any
            denial is based;

      (c)   a description of any additional material or information necessary
            for the claimant to perfect the claim, and an explanation of why
            such material or information is necessary;

      (d)   an explanation of the Plan's claims review procedures and the
            applicable time limits for such procedures; and

      (e)   a statement that the claimant has a right to bring a civil action
            under Section 502(a) of ERISA following an adverse determination on
            review.

5.4   Claims Review Procedure. Upon a denial, the claimant is entitled (either
      in person or by his duly authorized representative) to:

      (a)   request a subsequent review of the claim by the Plan Administrator
            upon written application for review made to the Plan Administrator.
            In the case of a denial as to which written notice of denial has
            been given to the claimant, any such request

                                     - 20 -
<PAGE>

            for review of the claim must be made within 60 days after receipt by
            the claimant of such notice. A claimant must submit a written
            application for review before the claimant is permitted to bring a
            civil action for benefits;

      (b)   review pertinent documents relating to the denial; and

      (c)   submit written comments, documents, records and other information
            relating to the claim.

5.5   Timing. The Plan Administrator shall make its decision and notify the
      claimant with respect to a claim not later than 60 days after receipt of
      the request. Such 60-day period may be extended for another period of 60
      days if the Plan Administrator finds that special circumstances require an
      extension of time for processing and notice of the extension and special
      circumstances is provided to the claimant within the initial 60-day
      period.

5.6   Final Decision. The claim for review shall be given a full and fair review
      that takes into account all comments, documents, records and other
      information submitted that relates to the claim, without regard to whether
      such information was submitted or considered in the initial benefit
      determination. The Plan Administrator shall provide the claimant with
      written or electronic notice of the decision in a manner calculated to be
      understood by the claimant. The notice shall include specific reasons for
      the decision, specific references to the pertinent Plan provisions on
      which the decision is based, a statement that the claimant has a right to
      bring a civil action under Section 502(a) of ERISA, and a statement that
      the claimant is entitled to receive, upon request and free of charge,
      reasonable access to and

                                     - 21 -
<PAGE>

      copies of all documents, records and other information relevant to the
      claim. A document is relevant to the claim if it was relied upon in making
      the determination, was submitted, considered or generated in the course of
      making the determination or demonstrates that benefit determinations are
      made in accordance with the Plan and that Plan provisions have been
      applied consistently with respect to similarly situated claimants.

5.7   Exhaustion of Remedy. No claimant shall institute any action or proceeding
      in any state or federal court of law or equity, or before any
      administrative tribunal or arbitrator, for a claim for benefits under the
      Plan until he/she has first exhausted the procedures set forth in this
      Section 5.

                           SECTION 6 - MISCELLANEOUS

6.1   Amendment; Termination. The Committee, may, in its sole discretion,
      terminate, suspend or amend this Plan at any time or from time to time, in
      whole or in part; provided, however, that no termination, suspension or
      amendment of the Plan may adversely affect (a) a Member's or Vested Former
      Member's benefit under the Plan to which he or she has become entitled
      hereunder, or (b) a Vested Former Member's right or the right of a
      Surviving Spouse to receive or to continue to receive a benefit in
      accordance with the Plan, such benefits or rights as in effect on the date
      immediately preceding the date of such termination, suspension or
      amendment. Notwithstanding the foregoing to the contrary, the Committee
      may amend the Plan as the Committee deems necessary or desirable to comply
      with the requirements of Section 409A of the Code and the regulations
      thereunder, regardless of whether any such amendment shall cause a

                                     - 22 -
<PAGE>

      reduction or cessation in (a) a Member's or Vested Former Member's benefit
      under the Plan to which he or she has become entitled hereunder, or (b) a
      Vested Former Member's right or the right of a Surviving Spouse to receive
      or to continue to receive a benefit in accordance with the Plan.

6.2   No Employment Rights. Nothing contained herein will confer upon any
      Member, Former Member or Vested Former Member the right to be retained in
      the service of the Bank or any Affiliated Employee, nor will it interfere
      with the right of the Bank or any Affiliated Employer to discharge or
      otherwise deal with Members, Former Members or Vested Former Members with
      respect to matters of employment.

6.3   Unfunded Status. Members and Vested Former Members shall have the status
      of general unsecured creditors of the Bank, and this Plan constitutes a
      mere promise by the Bank to make benefit payments at the time or times
      required hereunder. It is the intention of the Bank that this Plan be
      unfunded for tax purposes and for purposes of Title I of ERISA and any
      trust created by the Bank and any assets held by such trust to assist the
      Bank in meeting its obligations under the Plan shall meet the requirements
      necessary to retain such unfunded status.

6.4   No Alienation. A Member's or Vested Former Member's right to benefit
      payments under the Plan shall not be subject in any manner to
      anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
      attachment or garnishment by creditors of such Member or Vested Former
      Member or his or her Surviving Spouse.

                                     - 23 -
<PAGE>

6.5   Withholding. The Company may withhold from any benefit under the Plan an
      amount sufficient to satisfy its tax withholding obligations.

6.6   Governing Law. The Plan shall be governed by and construed in accordance
      with the laws of the State of Connecticut applicable to contracts made and
      to be performed in such state to the extent not preempted by federal law.

6.7   Successors. The Bank and the Company shall 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 Bank or the
      Company to expressly assume and agree to perform under this Plan in the
      same manner and to the same extent that the Bank and the Company would be
      required to perform if no such succession had taken place. As used in this
      Plan, "Bank "and "Company" shall mean the Bank and the Company
      respectively as hereinbefore defined and any successor to its or their
      business and/or assets as aforesaid which assumes and agrees to perform
      this Plan by operation of law, or otherwise and, in the case of an
      acquisition of the Bank or the Company in which the corporate existence of
      the Bank or the Company, as the case may be, continues, the ultimate
      parent company following such acquisition. Subject to the foregoing, the
      Bank and the Company may transfer and assign this Plan and the Bank's and
      the Company's rights and obligations hereunder.

6.8   Integration. In the event of any conflict or ambiguity between this Plan
      and the terms of any employment agreement between a Member and the Bank or
      any Change in Control Agreement between a Member and the Bank (this Plan
      and any such employment

                                     - 24 -
<PAGE>

      agreement or Change in Control Agreement being collectively referred to
      herein as the "arrangements"), such conflict or ambiguity shall be
      resolved in accordance with the terms of that arrangement which are most
      beneficial to the Member; provided, however, that no such resolution of
      any such conflict or ambiguity shall operate to cause the Member to
      receive duplicate payments or benefits under the arrangements.

                                     - 25 -
<PAGE>

                                   ADDENDUM A

<TABLE>
<CAPTION>
                                  Percentage for Purposes          Other Retirement Income for
Member                      of Sections 3.1(b)(i) and 3.2(b)(i)    Purposes of Section 1.23(b)
------                      -----------------------------------    ---------------------------
<S>                         <C>                                    <C>
William J. McGurk                            70%                   none

Joseph F. Jeamel, Jr.                        70%                   (1) the Actuarial Equivalent Value of
                                                                   the cash surrender value (after
                                                                   reduction for return of premium to the
                                                                   Bank) of the Guardian whole life
                                                                   insurance policy on the life of Joseph
                                                                   F. Jeamel, Jr. having an effective
                                                                   date of October 18, 1993 expressed as
                                                                   an annual life annuity; and

                                                                   (2) the Actuarial Equivalent Value of
                                                                   the benefits payable to Joseph F.
                                                                   Jeamel, Jr. under the Supplemental
                                                                   Executive Retirement Agreement dated
                                                                   January 27, 2004 expressed as an
                                                                   annual life annuity.

</TABLE>

                                     - 26 -