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                                                                    EXHIBIT 10.8

                                 ROCKVILLE BANK
                               PHANTOM STOCK PLAN

                            EFFECTIVE JANUARY 1, 2004

      1.    Purpose of Plan. The Rockville Bank Phantom Stock Plan (the "Plan")
is intended to provide incentives to Participants to perform their duties in a
manner that enhances the value of the Bank. This in turn will provide
Participants with the opportunity to earn significant benefits commensurate with
such performance and value creation. While the Participants are employed (or
provide services, in the case of the Bank's Directors), the value of their
Phantom Stock will adjust to reflect changes in the Bank's value. Under the
retirement portion of the Plan, when the Participant attains his or her
Retirement Age, the value of the Participant's Phantom Stock will become fixed,
and will be the basis for an annual Plan benefit paid over a specified number of
years. Under the option portion of the Plan, after a specified period of time,
the Participant will be entitled to a distribution of that option benefit. The
option benefit may be kept in the Plan for future distribution, in which case
the value of the Phantom Stock attributable to the option benefit will be
increased by annual interest credits rather than the changes in the Bank's
value.

      2.    Definitions. The following definitions are applicable to the Plan:

      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 Bank's Retirement Plan.

      Affiliate shall mean an entity required to be treated as a single employer
with the Bank pursuant to Section 414(b) or 414(c) of the Code.

      Agreement shall mean the written agreement entered into between the Bank
and a Participant with respect to the grant of an Award or an entitlement to
receive an Award. A separate Agreement may be entered into with respect to each
Award or an Agreement may be entered into with respect to multiple Awards
(including current grants and grants to be earned in the future).

      Award shall mean the grant of Phantom Stock to a Participant. An Award may
be either a Phantom Stock Retirement Award, a Phantom Stock Option Award or
both.

      Bank shall mean Rockville Bank, its successors and assigns.

      Beneficiary shall mean one or more persons, estates or other entities,
designated in accordance with the terms of this Plan, that are entitled to
receive benefits under the Plan upon the death of a Participant.

      Board shall mean the Board of Directors of the Bank.

      Change in Control. If a "Change in Control" shall have occurred or shall
be deemed to have occurred under the terms of a Participant's change in control
agreement or employment

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agreement with the Bank or an Affiliate, if any, then a "Change in Control"
shall be deemed to have occurred under this Plan. Otherwise, a "Change in
Control" shall mean the occurrence of any one of the following events:

      (a)         any "Person" as such term is used for purposes of Sections
            13(d) or 14(d) of the Securities Exchange Act of 1934, as amended
            (the "Exchange Act") (other than the Bank, the Holding Company, a
            wholly-owned subsidiary of the Holding Company or any trustee or
            other fiduciary holding securities under an employee benefit plan of
            the Bank or an Affiliate), becomes the "Beneficial Owner" (as
            defined in Rule 13d-3 of the Exchange Act), directly or indirectly,
            of securities of the Bank representing ten percent (10%) or more of
            the combined voting power of the Bank's then outstanding securities:

      (b)         during any period of 24 months, individuals who at the
            beginning of such period constitute the Board, and any new director
            (other than (i) a director nominated by a Person who has entered
            into an agreement with the Bank or the Holding Company to effect a
            transaction described in subsections (a), (c), or (d) hereof, (ii) a
            director nominated by any Person (including the Bank and the Holding
            Company) who publicly announces an intention to take or to consider
            taking actions (including, but not limited to, an actual or
            threatened proxy contest) which if consummated would constitute a
            Change in Control, or (iii) a director nominated by any Person other
            than the Holding Company who is the Beneficial Owner, directly or
            indirectly, of securities of the Bank representing ten percent (10%)
            or more of the combined voting power of the Bank's securities) whose
            election by the Board or nomination for election by the Bank's
            stockholders was approved in advance by a vote of at least
            two-thirds (2/3) of the directors then still in office who either
            were directors at the beginning of the period or whose election or
            nomination for election was previously so approved), cease for any
            reason to constitute at least a majority thereof;

      (c)         the stockholders of the Bank approve any transaction or series
            of transactions under which the Bank is merged or consolidated with
            any other entity and as a result of such transaction or series of
            transactions (i) less than sixty-six and two-thirds percent (66
            2/3%) of the combined voting power of the voting securities of the
            surviving or resulting entity outstanding immediately after such
            transaction or series of transactions is owned in the aggregate by
            the former stockholders of the Bank or (ii) any "Person" other than
            the Holding Company holds ten percent (10%) or more of the combined
            voting power of the then outstanding securities of the Bank or such
            surviving entity;

      (d)         the stockholders of the Bank approve a plan of complete
            liquidation of the Bank or an agreement for the sale or disposition
            by the Bank or the Holding Company of all or substantially all of
            the Bank's assets; or

      (e)         the Board adopts a resolution to the effect that, for purposes
            of this Plan, a Change in Control has occurred.

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      Except as otherwise provided in Section 14 below, the term "Change in
      Control" shall not include the issuance of Bank shares to the general
      public or the conversion of the Holding Company from the mutual to the
      stock form of organization where the stock organization issues its own
      shares to the general public unless any Person other than the Holding
      Company becomes the Beneficial Owner, directly or indirectly, of
      securities of the Bank representing ten percent (10%) or more of the
      combined voting power of the Bank's then outstanding securities. In the
      event of any such issuance of Bank shares to the general public or any
      such conversion, outstanding Awards shall be converted to stock
      appreciation rights as provided in Section 14 below.

      Code shall mean the Internal Revenue Code of 1986, as amended.

      Committee shall mean the Human Resources Committee of the Board; however,
the Board may, from time to time and at its discretion, act as the Committee.

      Continuous Service shall mean the absence of any interruption or
termination of service as an Executive or Director. Service shall not be
considered interrupted in the case of sick leave, military leave or any other
leave of absence approved by the Bank. The determination of the length of a
Participant's Continuous Service shall be determined by the Committee in its
sole discretion and shall be binding on all persons.

      Director shall mean a non-employee member of the Board serving after the
effective date of the Plan.

      Disability shall mean a disability for which a Participant qualifies for
permanent disability benefits under the Participant's long-term disability plan
sponsored by the Bank, or, if a Participant does not participate in such a plan,
a period of disability during which the Participant would have qualified for
permanent disability benefits under such a plan had the Participant been a
participant in such a plan, as determined in the sole discretion of the
Committee. If the Bank does not sponsor such a plan, or discontinues to sponsor
such a plan, Disability shall be determined by the Committee in its sole
discretion.

      Executive shall mean a person who is employed by the Bank and who is a
member of a select group of highly compensated or management employees, as
determined by the Committee.

      Executive Management Group shall mean the group of officers identified
from time to time by the Chief Executive Officer of the Bank as constituting the
Executive Management Group for the Bank.

      Fifth Anniversary shall mean, with respect to any grant of a Phantom Stock
Option Award, the fifth anniversary of the Grant Date of that Award.

      Grant Date shall mean the date on which an Award is granted to the
Participant by the Committee.

      Holding Company shall mean Charter Oak Community Bank Corp.

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      Net Worth shall mean the mid-point of the range of the market value of the
Bank and its Affiliates as determined by an independent third-party appraisal.

      Net Worth Appreciation or Depreciation shall mean the increase or decrease
in Net Worth.

      Participant shall mean an Executive or a Director who is selected by the
Committee to participate in the Plan and with whom the Bank enters into an
Agreement.

      Phantom Stock shall mean the hypothetical shares or other measurement
units awarded under the Plan that form the basis of determining the
Participant's Phantom Stock Benefit.

      Phantom Stock Account shall mean the account(s) established and maintained
for the Participant pursuant to Section 7 hereof.

      Phantom Stock Benefit shall mean at any time the excess of the
hypothetical value of a Participant's Phantom Stock Account as of the most
recent Valuation Date over the hypothetical value of his Phantom Stock Account
as of the Grant Date. The Phantom Stock Benefit may be determined separately
with respect to each separate Award that is granted under the Plan.

      Phantom Stock Retirement Award shall mean an Award that provides the
Phantom Stock Benefit described in Section 12.

      Phantom Stock Option Award shall mean an Award that provides the Phantom
Stock Benefit described in Section 13.

      Plan shall mean this Rockville Bank Phantom Stock Plan, as in effect from
time to time.

      Retirement Age shall mean, with respect to each Executive Participant, the
later of: (a) Social Security Retirement Age, within the meaning of Section
216(l) of the Social Security Act, as the same may be amended, which is
presently age 65 for a person born before 1938, age 66 for a person born between
1938 and 1954 and age 67 for a person born after 1954; and (b) the effective
date of such Executive's Termination of Employment. With respect to each
Director Participant, Retirement Age shall mean the later of: (a) age seventy
(70); and (b) the effective date of such Director's Termination of Service.

      Termination for Cause shall mean the severing of employment or service
with the Bank on account of "cause", as that term (or a similar term) is defined
in the Participant's employment agreement with the Bank. If no such employment
agreement is in effect, "cause" shall mean: (a) a Participant's willful and
continued failure to substantially perform his or her duties (other than any
such failure resulting from incapacity due to physical or mental illness or
Disability) which failure is demonstrably and materially damaging to the
financial condition or reputation of the Bank and/or its Affiliates, and which
failure continues more than forty-eight (48) hours after a written demand for
substantial performance is delivered to the Participant by the Executive
Management Group, which demand specifically identifies the manner in which the
Executive Management Group believes that the Participant has not substantially
performed his or her duties; or (b) the willful engaging by the Participant in
conduct which is demonstrably and

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materially injurious to the Bank and/or its Affiliates, monetarily or otherwise.
No act or failure to act on the part of a Participant shall be deemed "willful"
unless done, or omitted to be done, by the Participant not in good faith and
without reasonable belief that his or her action or omission was in the best
interest of the Bank.

      Termination of Employment shall mean, in the case of an Executive, the
severing of employment with the Bank or an Affiliate, voluntarily or
involuntarily, for any reason other than a Termination for Cause.

      Termination of Service shall mean, in the case of a Director, the ceasing
of providing services to the Board, voluntarily or involuntarily, for any reason
other than Termination for Cause.

      Valuation Date shall mean each January 1st, and the last day of the
calendar month immediately preceding a Change in Control.

      Vested shall mean a Participant's right to a Phantom Stock Benefit in an
Award subject, however, to forfeiture in the event of Termination for Cause as
provided in Section 10.

      Year of Services shall mean with respect to each Phantom Stock Option
Award, a 12-month period of Continuous Service with the Bank or an Affiliate,
commencing with the Participant's Grant Date with respect to that Phantom Stock
Option Award. Year of Service with respect to each Phantom Stock Retirement
Award shall mean a 12-month period of Continuous Service with the Bank or an
Affiliate, commencing with the Participant's initial date of hire by the Bank or
an Affiliate in the case of an Executive, or initial date of election to the
Board in the case of a Director. If a Participant performs Continuous Service as
both an Executive and a Director, then that Participant's Years of Service shall
be determined taking into account both types of Continuous Service, even if such
service is overlapping.

      3.    Administration. The Plan shall be administered by the Committee.
Except as limited by the express provisions of the Plan, the Committee shall
have sole and complete authority and discretion to (a) select Participants; (b)
determine the individual Awards granted under the Plan; (c) determine the terms
and conditions upon which Awards shall be granted under the Plan; (d) prescribe
the form and terms of the Agreements; (e) determine the hypothetical value of
Phantom Stock units, Phantom Stock Accounts and Phantom Stock Benefits; (f)
make, amend, interpret, and enforce all appropriate rules and regulations for
the administration of the Plan, and (g) decide or resolve any and all questions,
including interpretations of the Plan, as may arise in connection with the Plan.
Members of the Committee may participate under the Plan. Any individual serving
on the Committee who is a Participant in the Plan shall not vote or act on any
matter relating solely to himself or herself. When making a determination or
calculation, the Committee shall be entitled to rely on information furnished by
the Bank, a Participant, the Board, or a professional advisor to the Bank or the
Board. The decision or action of the Committee with respect to any question
arising out of or in connection with the administration, interpretation and
application of the Plan and the rules and regulations promulgated hereunder
shall be final and conclusive and binding upon all persons having any interest
in the Plan. In the administration of the Plan, the Committee may, from time to
time, employ agents and delegate to them such administrative duties as it sees
fit (including acting

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through a duly appointed representative) and may from time to time consult with
legal counsel who may be legal counsel to the Bank.

      4.    Aggregate Shares of Phantom Stock. The maximum number of Phantom
Stock units that may be awarded under the Plan shall not exceed Twelve Thousand
(12,000). Phantom Stock shall be granted at such times and shall be subject to
such terms and conditions as set forth in the Agreements. If any Phantom Stock
awarded under the Plan shall be forfeited or canceled, such Phantom Stock may
again be awarded under the Plan. Phantom Stock units that form the basis of a
Participant's Phantom Stock Retirement Award shall be considered canceled and
thereby available for subsequent Awards upon the earlier of such Participant's
Retirement Age, Termination of Employment or Termination of Service (as the case
may be) or death. Phantom Stock units that form the basis of a Participant's
Phantom Stock Option Award shall be considered canceled and thereby available
for subsequent Awards upon the earlier of the Fifth Anniversary of such Award,
such Participant's Termination of Employment or Termination of Service (as the
case may be) or death.

      5.    Participation. The Committee may select Executives and Directors
from time to time to become Participants in the Plan. As a condition of
participation, the Participant shall enter into an Agreement with the Bank
relating to the grant of an Award to the Participant or the Participant's
entitlement to earn Awards under the Plan. Executives and Directors approved for
participation will be notified of their selection as soon after approval as
practicable.

      6.    Phantom Stock Awards. The number of Phantom Stock units awarded to a
Participant and the hypothetical value of such Phantom Stock units shall be
determined by the Committee and set forth in such Participant's Agreement. More
than one Award or type of Award may be made to a Participant. The factors
considered and the methodology used to determine the number of Phantom Stock
units to be awarded to Participants under the Plan and the hypothetical value of
such Phantom Stock units shall be determined from time to time by the Committee
in its sole and absolute discretion.

      7.    Phantom Stock Accounts. Phantom Stock granted to a Participant shall
be credited to a Phantom Stock Account established and maintained for the
Participant. The Phantom Stock Account shall be the record of Phantom Stock
granted to a Participant for accounting purposes only, and shall not constitute
a segregation of assets of the Bank. The Phantom Stock Account of a Participant
shall be valued by the Committee, in the manner provided for herein, as of the
Grant Date and on each Valuation Date thereafter to reflect changes in the
hypothetical value of the Phantom Stock Account, additional Awards, and
subsequent distributions to the Participant. Separate Phantom Stock Accounts
shall be established for each Participant's Phantom Stock Retirement Awards and
Phantom Stock Option Awards, and as otherwise determined by the Committee to be
necessary or appropriate.

      8.    Adjustments in Phantom Stock Accounts. As soon as practicable after
each Valuation Date, the Committee shall review the Net Worth of the Bank and
its Affiliates as of such Valuation Date to determine the Net Worth Appreciation
or Depreciation since the last Valuation Date. A Participant's Phantom Stock
Account then shall be adjusted by multiplying the hypothetical value of the
Participant's Phantom Stock Account since the last Valuation Date by a factor
equal to one (1) plus or minus the percentage Net Worth Appreciation or

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Depreciation since the last Valuation Date; provided, however, that the
hypothetical value of a Participant's Phantom Stock Account as of any Valuation
Date shall be no less than ninety percent (90%), nor more than one hundred and
twenty percent (120%), of the hypothetical value of the Participant's Phantom
Stock Account as of the immediately preceding Valuation Date.

      9.    Vesting in Phantom Stock Benefit; Forfeitures. A Participant who has
completed five (5) or more Years of Service shall be one hundred percent (100%)
Vested in his or her Phantom Stock Benefit relating to an Award. In addition, a
Participant shall be one hundred percent (100%) Vested in his or her Phantom
Stock Benefit attributable to all Awards under the following circumstances:

      (a)   the Participant's Agreement provides that his or her Phantom Stock
            Benefit is Vested;

      (b)   the Participant's Termination of Employment or Termination of
            Service, as the case may be, occurs on or after the Participant's
            attainment of Retirement Age;

      (c)   the Participant dies or experiences a Disability prior to the
            Participant's Termination of Employment or Termination of Service,
            as the case may be;

      (d)   a Participant's Termination of Employment or Termination of Service
            occurs in connection with a Change in Control; or

      (e)   there occurs such other circumstances as described in the
            Participant's Agreement that would cause the Participant to be fully
            Vested.

In the event a Participant experiences a Termination of Employment or
Termination of Service prior to becoming Vested in his or her Phantom Stock
Benefit relating to any Award, such Participant's Phantom Stock Benefit and the
associated Phantom Stock shall be forfeited.

      10.   Forfeiture Upon Termination for Cause. Anything in this Plan to the
contrary notwithstanding, if a Participant's employment or service is Terminated
for Cause prior to a Change in Control, such Participant's Phantom Stock Benefit
and associated Phantom Stock shall be forfeited. If the Participant or his or
her Beneficiary has received any Phantom Stock Benefits and it is subsequently
determined that the Participant was Terminated for Cause prior to a Change in
Control, then the amount of Phantom Stock Benefits previously paid shall be
returned by the Participant or his or her Beneficiary to the Bank, and no
further Phantom Stock Benefits shall be payable to the Participant or his
Beneficiary. The provisions of this Section 10 shall not apply in the event that
a Participant's employment or service is Terminated for Cause in connection with
a Change in Control and such Participant's Phantom Stock Benefit shall instead
be payable in accordance with the provisions of this Plan governing the payment
of Phantom Stock Benefits upon a Termination of Employment or Termination of
Service, as the case may be.

      11.   Regulatory Restrictions. The obligations of the Bank to a
Participant under the Plan are subject to the following restrictions:

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      (a)   Temporary Suspension or Prohibition. If the Participant is suspended
            and/or temporarily prohibited from participating in the conduct of
            the Bank's affairs by a notice served under Section 8(e)(3) or
            (g)(1) of the Federal Deposit Insurance Act ("FDIA"), 12 U.S.C.
            Section 1818(e)(3) and (g)(1), the Bank's obligations to such
            Participant under the Plan shall be suspended as of the date of
            service of such notice, unless stayed by appropriate proceedings. If
            the charges in the notice are dismissed, the Bank may in its
            discretion reinstate in whole or in part any of its obligations
            which were suspended.

      (b)   Permanent Suspension or Prohibition. If the Participant is removed
            and/or permanently prohibited from participating in the conduct of
            the Bank's affairs by an order issued under Section 8(e)(4) or
            (g)(1) of the FDIA, 12 U.S.C. Section 1818(e)(4) and (g)(1), all
            obligations of the Bank to such Participant under the Plan shall
            terminate as of the effective date of the order, but Vested rights
            of the contracting parties shall not be affected.

      (c)   Default. If the Bank is in default (as defined in Section 3(x)(1) of
            the FDIA), all obligations of the Bank to Participants and their
            Beneficiaries under the Plan shall terminate as of the date of
            default, but this provision shall not affect any Vested rights of
            the contracting parties.

      (d)   Termination by Regulators. All obligations of the Bank to
            Participants and their Beneficiaries under the Plan shall be
            terminated, except to the extent determined that continuation of the
            Plan is necessary for the continued operation of the Bank: (i) at
            the time the Federal Deposit Insurance Corporation ("FDIC") enters
            into an agreement to provide assistance to or on behalf of the Bank
            under the authority contained in Section 13(c) of the FDIA; or (ii)
            by the FDIC at the time it approves a supervisory merger to resolve
            problems related to operation of the Bank. Any rights of the parties
            that have already Vested, however, shall not be affected by any such
            action.

      (e)   Other Regulatory Restrictions on Payment. Notwithstanding anything
            herein to the contrary, (1) any payments made by the Bank under the
            Plan shall be subject to and conditioned upon compliance with 12
            U.S.C. Section 1828(k) and any regulations promulgated thereunder
            and (2) payments contemplated to be made by the Bank under the 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 FDIC.

      12.   Phantom Stock Benefits Attributable to Phantom Stock Retirement
Awards.

      (a)         With respect to a Participant whose Termination of Employment
            or Termination of Service, as the case may be, does not occur until
            after the Participant's attainment of his or her Retirement Age, the
            Phantom Stock Benefit attributable to such Participant's Phantom
            Stock Retirement Award shall be determined as of the Valuation Date
            coinciding with or immediately preceding such Participant's
            Retirement Age and no Net Worth Appreciation or

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            Depreciation shall be credited or debited to such Participant's
            Phantom Stock Account attributable to his or her Phantom Stock
            Retirement Award after such Valuation Date. The Phantom Stock
            Benefit attributable to such Participant's Phantom Stock Retirement
            Award, together with interest thereon at the rate of six percent
            (6%) per year from and after such Valuation Date, shall be payable
            in substantially equal monthly installments over a period of fifteen
            (15) years, commencing as of the first day of the calendar month
            coinciding with or next following the Participant's Retirement Age.

      (b)         With respect to a Participant whose Termination of Employment
            or Termination of Service, as the case may be, occurs prior to such
            Participant's Retirement Age, the Vested Phantom Stock Benefit, if
            any, attributable to such Participant's Phantom Stock Retirement
            Award shall be determined as of the Valuation Date coinciding with
            or immediately preceding such Termination of Employment or
            Termination of Service. No Net Worth Appreciation or Depreciation
            shall be credited or debited to such Participant's Phantom Stock
            Account attributable to his or her Phantom Stock Retirement Award
            after such Valuation Date. The Vested Phantom Stock Benefit
            attributable to such Participant's Phantom Stock Retirement Award,
            together with interest thereon at the rate of six percent (6%) per
            year from and after the first day of the calendar month coinciding
            with or next following such Participant's Retirement Age, shall be
            payable to such Participant in substantially equal monthly
            installments over a period of fifteen (15) years, commencing as of
            the first day of the calendar month coinciding with or next
            following the Participant's Retirement Age. Anything in this
            subsection (b) to the contrary notwithstanding, in the event that a
            Participant's Termination of Employment or Termination of Service
            before Retirement Age occurs by reason of such Participant's
            Disability, payment of such Participant's Phantom Stock Benefit
            hereunder shall commence as of the first day of the calendar month
            coinciding with or next following such Termination of Employment or
            Termination of Service on account of Disability and the aforesaid
            interest on such Phantom Stock Benefit shall begin to be credited as
            of the first day of the calendar month coinciding with or next
            following such Termination of Employment or Termination of Service
            on account of Disability.

      (c)         With respect to a Participant whose Termination of Employment
            or Termination of Service, as the case may be, occurs by reason of
            death prior to the commencement of payment of his or her Phantom
            Stock Benefit attributable to such Participant's Phantom Stock
            Retirement Award, such Phantom Stock Benefit shall be determined as
            of the Valuation Date coinciding with or immediately preceding such
            Participant's death and no Net Worth Appreciation or Depreciation
            shall be credited or debited to such Participant's Phantom Stock
            Account attributable to his or her Phantom Stock Retirement Award
            after such Valuation Date. The Phantom Stock Benefit attributable to
            such Participant's Phantom Stock Retirement Award, together with
            interest thereon at the rate of six percent (6%) per year from and
            after the first day of the calendar month

                                      -9-
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            coinciding with or next following such Participant's death, shall be
            payable to such Participant's Beneficiary in substantially equal
            monthly installments over a period of fifteen (15) years, commencing
            as soon as administratively practicable following such Participant's
            death.

      (d)         With respect to a Participant whose death occurs after payment
            of his or her Phantom Stock Benefit attributable to such
            Participant's Phantom Stock Retirement Award has commenced, any
            remaining installments of such Phantom Stock Benefit shall be paid
            to such Participant's Beneficiary in accordance with the installment
            payment method in effect prior to such Participant's death.

      (e)         Anything in this Section 12 to the contrary notwithstanding,
            if the Actuarial Equivalent Value of a Participant's Phantom Stock
            Benefit attributable to all Phantom Stock Retirement Awards is Ten
            Thousand Dollars ($10,000) or less at the time such Phantom Stock
            Benefit is payable under this Plan, such Phantom Stock Benefit shall
            be payable as a lump sum. In addition, in the event of a
            Participant's death, the Committee may, in its discretion, pay to
            such Participant's Beneficiary the Actuarial Equivalent Value of
            such Participant's Phantom Stock Benefit attributable to the
            Participant's Phantom Stock Retirement Awards (or any remaining
            installments thereof) in the form of a lump sum.

      13.   Phantom Stock Benefits Attributable to Phantom Stock Option Awards.

      (a)         The Phantom Stock Benefit attributable to any Phantom Stock
            Option Award granted to a Participant shall become payable to such
            Participant on the Fifth Anniversary of the Grant Date of such
            Award provided such Participant shall not have had a Termination of
            Employment or Termination of Service prior to such Fifth
            Anniversary. Payment shall be made in a lump sum as soon as
            administratively practicable following such Fifth Anniversary.

      (b)         Notwithstanding the provisions of subsection (a) above, in the
            event that a Participant's Termination of Employment or Termination
            of Service, as the case may be, shall have occurred prior to the
            Fifth Anniversary of the Grant Date of a Phantom Stock Option Award
            by reason of the Participant's death or Disability, the Phantom
            Stock Benefit attributable to such Phantom Stock Option Award shall
            be determined as of the Valuation Date coinciding with or
            immediately preceding such Termination of Employment or Termination
            of Service by reason of the Participant's death or Disability. No
            Net Worth Appreciation or Depreciation shall be credited or debited
            to such Participant's Phantom Stock Account attributable to his or
            her Phantom Stock Option Award after such Valuation Date. The
            Phantom Stock Benefit attributable to such Participant's Phantom
            Stock Option Award, if any, shall be payable to such Participant in
            the case of Termination of Employment or Termination of Service by
            reason of Disability or to the Participant's Beneficiary in the
            case of Termination of Employment or Termination of Service by
            reason of death, in a lump sum as soon as administratively
            practicable following such Termination of Employment or Termination
            of Service, as the case may be.

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      (c)         Notwithstanding the provisions of subsection (a) above, a
            Participant may elect on the Grant Date of any Phantom Stock Option
            Award to defer payment of the Phantom Stock Benefit attributable to
            such Phantom Stock Option Award to such Participant's attainment of
            his or her Retirement Age. Any such election shall be irrevocable
            and shall be made in writing as part of the Agreement made with
            respect to such Phantom Stock Option Award. A Participant's Stock
            Account attributable to any Phantom Stock Option Award with respect
            to which such Participant has deferred payment as provided herein
            shall not share in any Net Worth Appreciation or Depreciation after
            the Fifth Anniversary of the Grant Date of such Phantom Stock Option
            Award but shall be credited with interest on the Phantom Stock
            Benefit attributable to such Phantom Stock Option Award at the rate
            of six percent (6%) per year from the Fifth Anniversary to the date
            of payment of such Phantom Stock Benefit. Payment of such Phantom
            Stock Benefit together with the interest thereon shall be made in a
            lump sum as soon as administratively practicable following the
            Participant's Retirement Age.

      14.   Effect of Change in Control: Acquisitions and Demutualization.

      (a)         Anything in this Plan to the contrary notwithstanding, in the
            event of a Change in Control, (i) each Participant shall be one
            hundred percent (100%) Vested in his or her Phantom Stock Benefit,
            and (ii) no later than sixty (60) days following the date of such
            Change in Control, each such Participant shall receive a cash lump
            sum equal to the value of his or her entire Phantom Stock Benefit.
            The Phantom Stock Benefit shall be valued as of the last day of the
            calendar month immediately preceding the Change in Control and shall
            include interest on any Phantom Stock Option Award deferred as
            provided in Section 13 above determined as of the last day of the
            calendar month immediately preceding the Change in Control.

      (b)         In the event that the Bank or the Holding Company shall
            acquire another bank or company, or a substantial portion of the
            business of another bank or company, then the Committee may, in its
            discretion, adjust both the number and/or value of any outstanding
            Awards in order to equitably reflect such acquisition.

      (c)         In the event that the Holding Company shall demutualize and
            become a stock corporation or in the event that the Holding Company
            shall sell Bank stock to the general public, then all outstanding
            Awards shall be converted to stock appreciation rights in such stock
            corporation or in the Bank, as the case may be, with the number and
            terms of such stock appreciation rights to be determined by the
            Committee, in its discretion, so that such stock appreciation rights
            will equitably reflect the value of the Awards prior to such
            demutualization or sale of Bank stock to the general public.
            Notwithstanding the foregoing, with respect to any Participant who
            has one year or less to Retirement Age as of the date of any such
            demutualization or sale of Bank stock to the general public, any
            Awards granted to such Participant prior to such date shall not be
            converted to stock appreciation rights as provided in this
            subsection (c) but instead shall be paid in

                                      -11-
<PAGE>

            accordance with subsection (a) above as if such demutualization or
            sale of Bank stock to the general public constituted a Change in
            Control under this Plan.

      15.   Assignments and Transfers. No right or interest of any Participant
in the Plan will be assignable or transferable or subject to any lien or
encumbrance, whether directly or indirectly, by operation of law or otherwise,
including, without limitation, execution, levy, garnishment, attachment, pledge,
or bankruptcy except, in the event of the death of a Participant, to his
Beneficiary.

      16.   Rights Under the Plan. No Executive or Director shall have a right
to be selected as a Participant, and no Executive, Director or other person
shall have any claim or right to be granted an Award under the Plan or under any
other incentive or similar plan of the Bank. Neither the Plan nor any action
taken hereunder shall be construed as giving any Participant any right to be
retained in the employ or service of the Bank.

      17.   Withholding Tax. The Bank shall have the right to deduct from all
amounts paid under the Plan any taxes required by law to be withheld with
respect to such payments.

      18.   Amendment or Termination. The Bank shall have the right, by action
of the Committee in its sole discretion, to terminate, suspend or amend the 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
Participant's Vested Phantom Stock Benefit or the right of a Participant's
Beneficiary to receive a benefit in accordance with the Plan, unless the
Participant agrees thereto in writing.

      19.   Beneficiary. Each Participant shall have the right, at any time, to
designate Beneficiary(ies) (both primary as well as contingent) to receive any
benefits payable under the Plan upon the death of a Participant. The Beneficiary
designated under this Plan may be the same as or different from the beneficiary
designated under any other plan of the Bank in which the Participant
participates. A Participant shall designate his Beneficiary by completing and
signing a beneficiary designation form and returning it to the Committee, A
Participant shall have the right to change a Beneficiary by completing, signing
and otherwise complying with the terms of the beneficiary designation form and
the Committee's rules and procedures, as in effect from time to time. Upon the
acceptance by the Committee of a new beneficiary designation form, all
Beneficiary designations previously filed shall be canceled. The Committee shall
be entitled to rely on the last beneficiary designation form filed by the
Participant and accepted by the Committee prior to his death. In the event of
the death of a Participant without a designated Beneficiary, any benefits
remaining to be paid under the Plan to such Participant shall be paid to the
Participant's estate.

      20.   No Funding. Nothing contained in the Plan and no action taken
hereunder will create or be construed to create a trust of any kind, or a
fiduciary relationship between the Bank and any Participant or any other person.
Amounts due under the Plan at any time and from time to time will be paid from
the general funds of the Bank. To the extent that any person acquires a right to
receive payments hereunder, such right shall be that of an unsecured general
creditor of the Bank.

                                      -12-
<PAGE>

      21.   Indemnification of Committee. No member of the Committee shall be
liable for any act, omission, or determination taken or made in good faith with
respect to the Plan or any Awards made hereunder; and the members of the
Committee shall be entitled to indemnification and reimbursement by the Bank in
respect of any claim, loss, damage, or expenses (including attorneys' fees)
arising therefrom to the full extent permitted by law or regulation, and under
any directors' and officers' liability or similar insurance coverage that may be
in effect from time to time.

      22.   Binding Effect. The Bank and the Holding Company shall be jointly
and severally liable for the obligations of the Bank under this Plan. The Plan
shall inure to the benefit of the Participants hereunder and their respective
Beneficiaries, estates and legal representatives, and it shall be binding on the
successors of the Bank and the Holding Company. the Bank and the Holding 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 and/or Holding Company to expressly assume and agree to
perform the obligations of the Bank and the Holding Company under this Plan in
the same manner and to the same extent that the Bank and/or the Holding Company
would have been required to perform such obligations if no such succession had
taken place and such assumption shall be an express condition to the
consummation of any such purchase, merger, consolidation or other transaction.

      23.   Expenses of the Plan. The expenses of administering the Plan will be
borne by the Bank.

      24.   Governing Law. The Plan will be construed in accordance with and
governed by the laws of the State of Connecticut, except to the extent that such
laws are preempted by Federal law.

      25.   Terms. Whenever any words are used herein in the masculine, they
shall be construed as though they were in the feminine in all cases where they
would so apply; and whenever any words are used herein in the singular or in the
plural, they shall be construed as though they were used in the plural or the
singular, as the case may be, in all cases where they would so apply.

                                      -13-
<PAGE>

      The Bank And The Holding Company have Signed the Plan as of April 6, 2004,
but this Plan is effective for all purposes as of January 1, 2004.


                                               ROCKVILLE BANK

                                               By: Kristen A. Johnson
                                                   ----------------------------
                                               Title: Senior Vice President,
                                                      Human Resources
                                                      -------------------------

                                               CHARTER OAK COMMUNITY BANK CORP.

                                               By: Joseph F. Jeamel, Jr.
                                                   ----------------------------

                                               Title: Executive Vice President
                                                      -------------------------

                                      -14-
<PAGE>

                        ROCKVILLE BANK PHANTOM STOCK PLAN

                             JANUARY 1, 2004 AWARDS

                            QUESTION & ANSWER SUMMARY

      1.    WHAT IS THE PURPOSE OF THE PHANTOM STOCK PLAN ?

            The Plan is intended to provide incentives to Participants to
            perform their duties in a manner that enhances the value of the
            Bank. This in turn will provide Participants with the opportunity to
            earn significant benefits commensurate with such performance and
            value creation.

      2.    WHO IS ELIGIBLE TO PARTICIPATE?

            The Human Resources Committee of the Board of Directors selects the
            Executives and Directors who participate in the Plan.

      3.    HOW DOES THE PLAN WORK?

            The Bank retained Keefe, Bruyette & Woods to appraise the Bank and
            Meyer Chatfield to consult on the design of the Plan. The Plan
            creates a hypothetical or "phantom" share valued at $500 as of
            January 1, 2004. Based on a January 1, 2004 appraisal of the Bank of
            $100 million, 6% of the Bank's value (12,000 phantom shares) has
            been allocated to the Plan. Each year, Keefe, Bruyette & Woods will
            reappraise the Bank. If the value of the phantom shares increases
            from year to year, the Participants in the Plan will earn a benefit
            equivalent to the increase in value of the phantom shares; however,
            the value of a Participants' phantom shares may not increase more
            than 20% nor decrease more than 10% in any one year.

      4.    HOW ARE PHANTOM SHARES ALLOCATED TO PLAN PARTICIPANTS?

            The Plan includes an option portion and a retirement portion. The
            option portion is only available to Executives. The Human Resources
            Committee of the Board of Directors determines from year to year the
            factors and methods used to allocate phantom shares to Executives
            under the option portion and the retirement portion. The 2004 awards
            allocate phantom shares under the retirement portion to Directors on
            an equal basis. Shares that are canceled or forfeited become
            available for future awards under the Plan.

      5.    HOW DOES THE OPTION PORTION OF THE PLAN WORK?

            Any increase in value of the phantom shares awarded to a Participant
            under the option portion of the Plan will be paid to the Participant
            in a lump sum on the fifth anniversary of the grant of the shares if
            the Participant is still employed on that date. If a Participant
            terminates employment during the five-year period due to

                                       1
<PAGE>

            death or disability, however, any increase in value of the
            Participant's shares from the date of grant will be paid at death or
            disability.

            When a phantom stock option award is first made, a Participant may
            irrevocably elect to defer payment from the fifth anniversary to the
            Participant's Retirement Age. Retirement Age is defined as the later
            of the Participant's attainment of Social Security Retirement Age or
            actual retirement from the Bank. The amount of the benefit is
            determined as of the fifth anniversary of the grant of the shares
            and it earns interest at the rate of 6% from the fifth anniversary
            until it is paid in a lump sum at the Participant's Retirement Age.

      6.    HOW DOES THE RETIREMENT PORTION OF THE PLAN WORK?

            A Participant who terminates after Retirement Age is paid a benefit
            equal to the increase in value of the phantom shares awarded to the
            Participant under the retirement portion of the Plan. The benefit is
            determined as of the end of the year preceding the Participant's
            Retirement Age and paid with interest at the rate of 6% in monthly
            installments over a period of 15 years.

            If a Participant terminates before Retirement Age, the Participant
            will be entitled to a benefit only if he or she has completed 5
            years of service with the Bank. The benefit will be determined as
            the increase in value of the phantom shares awarded under the
            retirement portion of the Plan as of the end of the year preceding
            the Participant's termination. This benefit will not be paid until
            the Participant reaches Retirement Age; however, if the Participant
            terminates on account of death or disability, any increase in value
            of the phantom shares will be paid at death or disability regardless
            of the number of years of service completed prior to death or
            disability.

            If the actuarial equivalent value of a Participant's phantom stock
            retirement benefit is $10,000 or less, it will be paid in a lump sum
            instead of monthly installments over 15 years. In the event of a
            Participant's death, the Human Resources Committee of the Board of
            Directors may decide to pay the benefit in a lump sum to the
            Participant's beneficiary.

      7.    WHAT HAPPENS IF A PARTICIPANT IS TERMINATED FOR CAUSE?

            If a Participant is terminated for cause prior to a change in
            control of the Bank, the Participant will forfeit all phantom
            shares. A Participant will not be considered to have been terminated
            for cause unless the Participant has willfully failed to
            substantially perform his or her duties in a manner that is
            materially damaging to the Bank and the failure has continued for
            more than 48 hours after a specific written demand for performance
            has been delivered to the Participant by the Bank's Executive
            Management Group.

                                      -2-
<PAGE>

      8.    WHAT HAPPENS IF THERE IS A CHANGE IN CONTROL OF THE BANK?

            In the event of a change in control, Participants become immediately
            vested in their phantom shares. The value of the phantom shares is
            determined as of the end of the month preceding the change in
            control and any increase in their value is paid in a lump sum not
            later than 60 days after the change in control.

      9.    HOW DOES THE PLAN DEFINE A CHANGE IN CONTROL?

            Generally, a change in control will be considered to have occurred
            if: any person other than the Bank's holding company acquires 10% or
            more of the Bank's stock; a majority of the Board of Directors
            changes during any 24-month period; the Bank is merged with another
            entity and more than 1/3 of the Bank's stock is acquired by an
            entity other than the holding company; the Bank is liquidated; or
            the Board of Directors adopts a resolution that a change in control
            has occurred for purposes of the Plan. A change in control will not
            be considered to have occurred simply because the Bank's holding
            company demutualizes or the Bank's stock is sold to the general
            public unless, in connection with that demutulization or sale of
            stock to the general public, any person other than the Bank's
            holding company acquires 10% of more of the stock.

      10.   WHAT HAPPENS IF THE BANK'S HOLDING COMPANY DEMUTUALIZES OR THE
            BANK'S STOCK IS SOLD TO THE GENERAL PUBLIC IN A TRANSACTION THAT
            DOES NOT CONSTITUTE A CHANGE IN CONTROL?

            If the demutualization or sale of stock to the general public does
            not constitute a change in control (as described in Q&A 9), phantom
            stock awards under the Plan will be converted to stock appreciation
            rights. The number and terms of such stock appreciation rights will
            be determined by the Human Resources Committee of the Board of
            Directors so that the stock appreciation rights will equitably
            reflect the value of the phantom stock awards prior to the
            demutualization or sale of Bank stock to the general public.
            However, if a Participant has one year or less to Retirement Age,
            that Participant's phantom stock benefit will be paid out rather
            than converted to stock appreciation rights.

      11.   IS THE PLAN FUNDED?

            The Plan is an unfunded obligation of the Bank; however, the Bank
            has purchased $6 million of bank-owned life insurance (BOLI) to
            cover its costs for the Plan. Meyer Chatfield has documented the
            Bank's compliance with regulatory-guidelines applicable to the
            purchase of BOLI.

      12.   CAN THE PLAN BE AMENDED OR TERMINATED?

            Yes, the Human Resources Committee of the Board of Directors, in its
            discretion, may amend, suspend or terminate the Plan at any time;
            however, no such

                                      -3-
<PAGE>

            amendment, suspension or termination may adversely affect a
            Participant's vested phantom stock benefit under the Plan.

      13.   IS THE PLAN BINDING ON SUCCESSORS TO THE BANK?

            Yes, the Bank and its holding company must require any successor to
            the business or assets of the Bank to assume and agree to perform
            the obligations of the Bank under the Plan in the same manner that
            the Bank would have been required to perform those obligations.

      14.   MAY I ASSIGN MY INTEREST IN THE PLAN?

            No, you may not assign or transfer any interest you may have in the
            Plan except, in the event of your death, to your beneficiary. You
            should complete the beneficiary designation form that accompanies
            your participation agreement. You should ensure that any beneficiary
            designation you make is consistent with the terms of your will.
            State law may cause the terms of a will to override a beneficiary
            designation under the Plan.

      15.   AM I TAXABLE ON MY INTEREST IN THE PLAN?

            You are not subject to income tax on your phantom stock option
            benefit or your phantom stock retirement benefit until they are
            paid. Benefits are subject to ordinary income tax when paid. No
            favorable tax treatment applies to these benefits such as income tax
            averaging or rollover availability. Social Security or FICA tax,
            including the Hospital Insurance portion of the tax, is payable on
            Executives' benefits under the Plan. FICA tax is payable on your
            phantom stock option benefit on the fifth anniversary of the grant,
            even if you defer payment to your Retirement Age and a portion of
            the annual interest paid thereafter may also be subject to FICA. The
            present value of your phantom stock retirement benefit is subject to
            FICA tax in the year that your monthly payments commence.
            Self-Employment Contributions Act (SECA) taxes on Directors'
            benefits are generally payable when the benefits are actually paid
            to the Director.

      16.   IS THIS TAX TREATMENT LIKELY TO CONTINUE?

            Legislation was introduced in both houses of Congress in 2003 that
            will likely be taken up during the first quarter of 2004 aimed at
            curtailing nonqualified deferred compensation arrangements. The
            legislation broadly defines deferred compensation arrangements and
            could sweep in many practices and plans, including the Plan. The
            legislation, if passed, might affect the deferral of phantom stock
            option benefits from the fifth anniversary of the grant to
            Retirement Age and the change in control provisions under the Plan.
            The Bank is monitoring the legislation and will inform you of any
            impact it might have on your benefits under the Plan.

                                      -4-
<PAGE>

      17.   WHO DO I TALK TO IF HAVE MORE QUESTIONS ABOUT THE PLAN?

            You should contact Kristen Johnson, Senior Vice President Human
            Resources, at (860) 291-3617 or kjohnson1@rockvillebank.com, if you
            have further questions.

THIS QUESTION & ANSWER SUMMARY DESCRIBES THE HIGHLIGHTS OF THE PLAN. YOU SHOULD
CONSULT THE PLAN DOCUMENT AND YOUR INDIVIDUAL PARTICIPATION AGREEMENT FOR MORE
INFORMATION. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THIS SUMMARY AND
THE TERMS OF THE PLAN OR YOUR INDIVIDUAL PARTICIPATION AGREEMENT, THE PLAN AND
YOUR PARTICIPATION AGREEMENT WILL GOVERN.

                                      -5-