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                                                                    EXHIBIT 10.2

                         EXECUTIVE GROUP INCENTIVE PLAN
                             "TOP MANAGEMENT POOL"

Amended 3/2004

INTRODUCTION: The plan was established in order to provide additional motivation
to achieve superior earnings performance for Rockville Bank

                                   ARTICLE I

DEFINITIONS:

      BANK: Rockville Bank and any successor thereof.

      PLAN: The Executive Management Incentive Plan or "Top Management Pool" of
            the Bank.

    SALARY:

            The regular annual salary, exclusive of overtime pay, supplemental
            pay and any extra compensation, as approved by the Board of
            Directors or the Human Resources Committee of the Board of
            Directors.

NET OPERATING INCOME (NOI):
            For any year, the net consolidated operating income of the Bank and
            its subsidiaries after deducting any taxes thereon but before net
            realized gains and losses, net of tax, and before any provision for
            the accrual of the current year's plan payment, the amounts shall be
            determined in accordance with the FDIC instructions for the
            preparation of reports of income and condition but shall be adjusted
            if necessary for the extraordinary or unusual items at the
            discretion of the Board of Directors.

TOP MANAGEMENT:
            Those officers of the Bank that are President & CEO, Executive Vice
            President and Senior Vice President and who hold seats on the
            committee designated as Executive Group. The Board also has the
            right to include other officers of there choosing.

AVERAGE ASSETS:
            Average assets is determined by using the assets as of the Call
            Reports dated March 31, June 30, September 30, and December 31 of
            the current year.

BANK RATIO: Bank's NOI divided by average assets.

PERFORMANCE INDEX:
            The Bank Ratio divided by the Peer Group Average

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EXECUTIVE MANAGEMENT INCENTIVE PLAN - Amended 3/2004
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PEER GROUP AVERAGE:
            The net operating income after taxes (not including gains or losses
            from sales of securities, adjusted for taxes) for the year for those
            banks identified and approved as Peer Group Banks as reported by the
            State Banking Department, divided by the average assets of those
            banks.

POOL:       The aggregate amount calculated for annual payments to officers
            under the plan.

                                   ARTICLE II

ELIGIBILITY: All Top Management (as earlier defined). Any Top Manager whose
            employment has been terminated for any reason prior to the payment
            date of the annual plan distribution, other than for normal
            retirement or death, will not be entitled to participate. Agents of
            the Bank are excluded from eligibility.

                                   ARTICLE III

CALCULATION AND PLAN POOL:
            The top management pool shall be equal to 2% of the Bank's calendar
            year NOI when the Bank's ROA is equal to or greater than the defined
            Peer Group's ROA average. This pool is available to Top Management
            only.

            No plan payment is made when the Bank Ratio equals or is less than
            Peer Group Average. Since the amount of the plan pool is based on
            NOI, no funds would be available for the pool should NOI be a
            negative number. In addition, no funds would be available for the
            pool for any year when the amount of surplus accounts of the Bank at
            the end of the calendar year is less than at the beginning of the
            year.

                                   ARTICLE IV

INDIVIDUAL PAYMENT:
The Top Management Plan Pool shall be allocated at the discretion of the Board
            of Directors or the Human Resources Committee of the Board of
            Directors. The amount of the payment to "Top Management" shall be
            the fraction of the pool amount which his or her salary bears to the
            total salaries of all eligible participants. The Top Management Plan
            Pool shall be paid as follows: 33.3% on March 15th of the first
            subsequent year, 33.3% on March 14th of the second subsequent
            year, 33.3% on March 15th of the third year. The full Top Management
            incentive shall be paid on

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EXECUTIVE MANAGEMENT INCENTIVE PLAN - Amended 3/2004
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            March 15th of the first subsequent year if that employee has
            obtained normal retirement age. The Bank shall have no obligation to
            pay amounts deferred if the employee leaves the Bank other than for
            death, disability or retirement. The rights of the employee shall be
            that of a general creditor of the Bank.

            Each individual's payment shall be reduced by the appropriate taxes
            (the higher "Bonus Rate") as required by state and federal laws. The
            calculation of the plan distribution will be reviewed by the Bank's
            outside

            auditors as the Human Resources Committee of the Board of Directors
            may determine prior to any annual payment.

                                   ARTICLE V

AMENDMENTS:
            The Bank reserves the right to change or amend the plan at any time
            with or without notice to the participants.

EFFECTIVE DATE:
            This Top Management Incentive Plan is effective with the 2004
            calendar year.

ASSIGNMENT OF RIGHTS:

            Individual rights under the plan may not be pledged or assigned.

AMENDMENT APPROVED BY THE HUMAN RESOURCES COMMITTEE AT THEIR REGULAR MEETING ON
MARCH 26, 2004.

KRISTEN A. JOHNSON
SENIOR VICE PRESIDENT, HUMAN RESOURCES AND
ORGANIZATIONAL DEVELOPMENT OFFICER

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                          TOP MANAGEMENT INCENTIVE PLAN
                                PEER GROUP BANKS

Chelsea Groton
Farmington Savings
Naugatuck Savings
New Milford Savings
Newtown Savings
Ridgefield Bank
Savings Bank of Danbury
Savings Institute
Thomaston Savings
Tolland Bank
Fairfield County
Dime of Norwich