EX-10.9



 





Exhibit 10.9




SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




OF ROCKVILLE BANK




As Amended and Restated Effective December 31, 2007




 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	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 “Benefit Payment Date”
	 	 	2	 
	 
	1.8 “Board”
	 	 	3	 
	 
	1.9 “Cause”
	 	 	3	 
	 
	1.10 “CEO”
	 	 	3	 
	 
	1.11 “Change in Control”
	 	 	3	 
	 
	1.12 “Change in Control Agreement”
	 	 	3	 
	 
	1.13 “Code”
	 	 	3	 
	 
	1.14 “Company”
	 	 	3	 
	 
	1.15 “Compensation”
	 	 	4	 
	 
	1.16 “Deferred Vested Benefit”
	 	 	4	 
	 
	1.17 “Dependent”
	 	 	4	 
	 
	1.18 “Disability” or “Disabled”
	 	 	4	 
	 
	1.19 “Effective Date”
	 	 	4	 
	 
	1.20 “Former Member”
	 	 	4	 
	 
	1.21 “Good Reason”
	 	 	5	 
	 
	1.22 “Member”
	 	 	5	 
	 
	1.23 “Other Retirement Income”
	 	 	5	 
	 
	1.24 “Plan”
	 	 	5	 
	 
	1.25 “Plan Administrator”
	 	 	6	 
	 
	1.26 “Potential Change in Control”
	 	 	6	 
	 
	1.27 “Retirement Benefits”
	 	 	6	 






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TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page	 
	1.28 “Service”
	 	 	6	 
	 
	1.29 “Specified Employee”
	 	 	6	 
	 
	1.30 “Supplemental Pension Benefit”
	 	 	7	 
	 
	1.31 “Surviving Spouse”
	 	 	7	 
	 
	1.32 “Surviving Spouse’s Benefits”
	 	 	7	 
	 
	1.33 “Vested Former Member”
	 	 	7	 
	 
	SECTION 2 - PARTICIPATION
	 	 	7	 
	 
	2.1 Commencement of Participation
	 	 	7	 
	 
	2.2 Termination of Participation
	 	 	8	 
	 
	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 Forfeiture of Benefits
	 	 	12	 
	 
	3.5 Notification of Non-Payment of Benefits
	 	 	13	 
	 
	3.6 Repayment of Benefit Paid as Lump Sum
	 	 	13	 
	 
	3.7 Change in Control
	 	 	13	 
	 
	SECTION 4 - SURVIVING SPOUSE’S BENEFITS
	 	 	14	 
	 
	4.1 Death Prior to Benefit Payment
	 	 	14	 
	 
	4.2 Death On or After Benefit Payment
	 	 	15	 
	 
	4.3 Reduction
	 	 	15	 
	 
	SECTION 5 - PLAN ADMINISTRATOR
	 	 	15	 
	 
	5.1 Duties and Authority
	 	 	15	 
	 
	5.2 Presentation of Claims
	 	 	16	 
	 
	5.3 Claims Denial Notification
	 	 	16	 
	 
	5.4 Claims Review Procedure
	 	 	17	 
	 
	5.5 Timing
	 	 	17	 
	 
	5.6 Final Decision
	 	 	18	 
	 
	5.7 Exhaustion of Remedy
	 	 	18	 






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TABLE OF CONTENTS

(continued)






	 	 	 	 	 
	 	 	Page	 
	SECTION 6- MISCELLANEOUS
	 	 	18	 
	 
	6.1 Amendment; Termination
	 	 	18	 
	 
	6.2 No Employment Rights
	 	 	19	 
	 
	6.3 Unfunded Status
	 	 	19	 
	 
	6.4 No Alienation
	 	 	20	 
	 
	6.5 Withholding
	 	 	20	 
	 
	6.6 Governing Law
	 	 	20	 
	 
	6.7 Successors
	 	 	21	 
	 
	6.8 Integration
	 	 	21	 
	 
	ADDENDUM A
	 	 	23	 






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SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

OF

ROCKVILLE BANK




As Amended and Restated Effective December 31, 2007




INTRODUCTION



The Rockville Bank Supplemental Executive Retirement Plan (the “Plan”) was established effective
May 23, 2005 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. This document represents a complete restatement of the Plan
effective as of December 31, 2007.




SECTION 1 — DEFINITIONS





	1.1	 	“Actuarial Equivalent or 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 preceding the month in which the Member’s
Benefit Payment Date occurs affording the highest such average; or (b) the sum of (i) the
Member’s base salary as in effect immediately prior to the month in which the Member’s Benefit
Payment Date occurs 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, and (ii) the Member’s annual incentive compensation that became payable in
cash to the Member for the latest year preceding the year in which the Member’s Benefit
Payment Date occurs 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	 	“Benefit Payment Date” shall mean the date on which payment of a Member’s Retirement
Benefit or Deferred Vested Benefit is made in accordance with Section 3.3 hereof.




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	1.8	 	“Board” shall mean the Board of Directors of the Company, 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.
	 
	1.9	 	“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.
	 
	1.10	 	“CEO” shall mean the Chief Executive Officer of the Bank.
	 
	1.11	 	 “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.
	 
	1.12	 	 “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.
	 
	1.13	 	“Code" shall mean the Internal Revenue Code of 1986, as amended from time to time.
	 
	1.14	 	“Company" shall mean Rockville Financial Inc. and any successor thereto.






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	1.15	 	“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 appreciation rights and other equity-based
compensation and other forms of special remuneration.
	 
	1.16	 	 “Deferred Vested Benefit” shall mean the benefits described in Section 3.2(b)
hereof.
	 
	1.17	 	“Dependent” shall mean the child of a Member or Vested Former Member who is a
dependent for federal income tax purposes.
	 
	1.18	 	“Disability” or “Disabled” shall have the meaning provided in Treasury Regulations
Section 1.409A-3(i)(4).
	 
	1.19	 	“Effective Date” shall mean May 23, 2005. The Effective Date of this Amendment and
Restatement of the Plan is December 31, 2007.
	 
	1.20	 	“Former Member” shall mean (a) a Member whose employment with the Bank or an
Affiliated Employer terminates before he or she has completed five or more years of




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	 	 	Service,
or (b) 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.
	 
	1.21	 	“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.
	 
	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, which shall be paid at the same time and in
the same form as is provided in Section 3.3 hereof for payment of such Member’s
Retirement Benefit or Deferred Vested Benefit; 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.




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	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).
	 
	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 Benefits" shall mean the benefit described in Section 3.1(b) hereof.
	 
	1.28	 	“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).
	 
	1.29	 	“Specified Employee” shall mean an employee who satisfies the requirements for being
designated a “key employee” under Section 416(i)(1)(A)(i), (ii) or (iii) of the Code without
regard to Section 416(i)(5) of the Code at any time during a calendar year, in which case such
employee shall be considered a Specified Employee for the twelve-month period beginning on the
first day of the fourth month immediately following the end of such calendar year.




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	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.
	 
	1.33	 	“Vested Former Member” shall mean (a) 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 (b) 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.




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	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.





SECTION 3 — AMOUNT AND FORM OF BENEFITS





	3.1	 	Retirement Benefits.






	 	(a)	 	Eligibility. Upon attainment of age 60 and completion of five years
of Service, a Member or Vested Former Member shall be entitled to the Retirement
Benefit described in Section 3.1(b) hereof, payable at the time and 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;




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	 	(ii)	 	is the Basic Plan Benefit payable to the Member or Vested
Former Member as of his or her Benefit Payment Date expressed in the form of an
annual life annuity commencing on the Benefit Payment Date, or, if the Basic
Plan Benefit becomes payable after the Member’s or Vested Former Member’s
Benefit Payment Date, the Actuarial Equivalent Value of the Basic Plan
Benefit payable in the form of an annual life annuity commencing on the
Benefit Payment Date, regardless of whether such date precedes the earliest
possible payment date under the terms of the Basic Plan; and
	 
	 	(iii)	 	is the Actuarial Equivalent Value of the Other Retirement
Income payable to the Member or Vested Former Member as of his or her Benefit
Payment Date expressed in the form of an annual life annuity commencing on the
Benefit Payment Date.






	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 his or her attainment of age 60 for a reason other than
Cause or death shall be entitled to the Deferred Vested Benefit described in Section
3.2(b) hereof, payable at the time and in the form specified in Section 3.3.




- 9 -









 






	 	(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:






	 	(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 his or her Benefit Payment Date expressed in the form of an
annual life annuity commencing on the Benefit Payment Date, or, if the Basic
Plan Benefit becomes payable after the Member’s or Vested Former Member’s
Benefit Payment Date, the Actuarial Equivalent Value of the Basic Plan Benefit
payable in the form of an annual life annuity commencing on the Benefit Payment
Date, regardless of whether such date precedes the earliest possible payment
date under the terms of the Basic Plan; and
	 
	 	(iii)	 	is the Actuarial Equivalent Value of the Other Retirement
Income payable to the Member or Vested Former Member as of his or her Benefit
Payment Date expressed in the form of an annual life annuity commencing on the
Benefit Payment Date.




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	3.3	 	Time and Form of Payment.






	 	(a)	 	The Retirement Benefit or Deferred Vested Benefit under this Plan, as the case
may be, shall be payable in the form of an Actuarially Equivalent lump sum at the time
specified in Addendum A to this Plan, except as otherwise provided in Section 3.3(b)
hereof.
	 
	 	(b)	 	Anything in this Plan to the contrary notwithstanding, payment to any Specified
Employee upon his or her termination of employment shall not be made before the date
that is six months after the date of termination of employment (or, if earlier, the
date of death of such Specified Employee). The payment will be adjusted to reflect the
deferred payment date by multiplying the payment by the product of the six-month CMT
Treasury Bill annualized yield rate as published by the U.S. Treasury for the date on
which such payment would have been made but for the delay multiplied by a fraction, the
numerator of which is the number of days by which such payment was delayed and the
denominator of which is 365. The adjusted lump sum payment shall be made at the
beginning of the seventh month following such Specified Employee’s termination of
employment. The six-month delay in payment described herein shall not apply, however,
to any payment made under the circumstances described in Section 3.3 (c).
	 
	 	(c)	 	The provisions of Sections 3.3(a) and (b) to the contrary notwithstanding, a
payment to or on behalf of a Member or Vested Former Member shall be accelerated if
payment is required to be made to an individual other than the




- 11 -









 






	 	 	 	Member or Vested Former Member to fulfill a domestic relations order as defined in
Section 414(p)(1)(B) of the Code.
	 
	 	(d)	 	The provisions of Sections 3.3(a) and (b) to the contrary notwithstanding, a
payment to a Member or Vested Former Member (or his or her Surviving Spouse) may be
delayed to a date after the designated Benefit Payment Date if calculation of the
amount of the payment is not administratively practicable due to events beyond the
control of the Member or Vested Former Member (or his or her Surviving Spouse) and such
delay is for reasons that are commercially reasonable, provided that payment is made as
soon as payment is administratively practicable.






	3.4	 	Forfeiture of Benefits. Anything in this Plan to the contrary notwithstanding, any
payment made pursuant to this Plan shall be subject to and conditioned upon compliance with 12
U.S.C. §1828(k) and any regulations promulgated thereunder; and any payment contemplated to be
made pursuant to this Plan shall not be payable to the extent such payment is barred or
prohibited by an action or order issued by the Connecticut Banking Commissioner or the Federal
Deposit Insurance Corporation. Moreover, no benefit 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






- 12 -











 






	 	(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.






	3.5	 	Notification of Non-Payment of Benefit. In any case described in Section 3.4, the
Member, Vested Former Member or Surviving Spouse shall be given prior written notice that no
benefit 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 not to pay his or her benefit has been made.
	 
	3.6	 	Repayment of Benefit Paid as Lump Sum. A Member or Vested Former Member shall
receive his or her lump sum payment of his or her 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 3.4 (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 lump sum benefit
previously paid to such Member or Vested Former Member.
	 
	3.7	 	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




- 13 -









 






	 	 	
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 Payment. Upon the death of a Member or Vested Former Member,
prior to the payment 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 survived; provided, however,
that in calculating the Retirement or Deferred Vested Benefit that would have 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.
Payment of such Surviving Spouse benefit shall be made in an Actuarially Equivalent lump sum
within 90 days after the death of the Member or Vested Former Member, determined in the sole
discretion of the Company. In the event that a Member’s or Vested Former Member’s spouse
predeceases the Member or Vested Former Member, such Surviving Spouse’s benefit shall be
paid to the Member’s Dependents in equal shares.





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	4.2	 	Death On or After Benefit Payment Date. No benefit shall be payable under this
Section 4 if a Retirement Benefit or Deferred Vested Benefit was paid to a Member or Vested
Former Member before his or her death.
	 
	4.3	 	Reduction. Notwithstanding the foregoing provisions of Section 4, the Actuarial
Equivalent Value of the lump sum benefit payable to a Surviving Spouse shall be calculated by
reducing the Retirement Benefit or Deferred Vested Benefit, as the case may be, 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.





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




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	 	 	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.)
	 
	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





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	 	(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 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.




- 17 -









 












	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
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,




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	 	 	however, that no termination, suspension or amendment of the Plan may (a) adversely affect a
Member’s or Vested Former Member’s benefit under the Plan to which he or she has become
entitled hereunder, or (b) adversely affect a Vested Former Member’s right or the right of a
Surviving Spouse 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, or (c) cause any payment that a Member, Vested Former Member or Surviving Spouse is
entitled to receive under this Plan to become subject to an income tax penalty under Section
409A of the Code.






	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.





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	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.
	 
	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. Anything in this Plan to the contrary
notwithstanding, the terms of this Plan shall be interpreted and applied in a manner
consistent with the requirements of Section 409A of the Code and the Regulations thereunder
and the Company shall have no right to accelerate or make any payment under this Plan except
to the extent permitted under Section 409A of the Code. The Company shall have no obligation,
however, to reimburse any Member, Vested Former Member or Surviving Spouse for any tax penalty
or interest payable or provide a gross-up payment in connection with any tax liability of such
Member, Vested Former Member or Surviving Spouse under Section 409A of the Code except that
this provision shall not apply in the event of the Company’s negligence or willful disregard
in its interpretation of the application of Section 409A of the Code and the Regulations
thereunder to the Plan, in
which case the Company will reimburse the Member or Vested Former Member or
Surviving Spouse, as the case may be, on an after-tax basis for any such tax
penalty or interest not later than the last day of the taxable year next
following the taxable year in




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	 	 	which such Member, Vested Former Member or
Surviving Spouse remits the applicable taxes and interest. The amount of
reimbursement during any one taxable year shall not affect the amount eligible
for reimbursement in any other taxable year and any right to reimbursement
shall not be subject to liquidation or exchange for another benefit.






	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 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




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	 	 	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.




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ADDENDUM A




	 	 	 	 	 	 	 
	 	 	Percentage for	 	 	 	 
	 	 	Purposes	 	 	 	 
	 	 	of Sections	 	Other Retirement	 	Time of Payment for
	 	 	3.1(b)(i) and	 	Income for Purposes of	 	Purposes of
	Member	 	3.2(b)(i)	 	Section 1.23(b)	 	Section 3.3(a)
	William J. McGurk

	 	70%
	 	none
	 	within 90 days
after termination
of employment,
determined in the
sole discretion of
the Company, except
as otherwise
provided in Section
3.3(b)
	 
	 	 	 	 	 	 
	Joseph F. Jeamel, Jr.

	 	70%
	 	$416,086
	 	April 1, 2008







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