Exhibit 10.17








SAVINGS INSTITUTE BANK AND TRUST COMPANY
CHANGE IN CONTROL AGREEMENT, AS AMENDED AND RESTATED






This AGREEMENT ("Agreement'") originally entered into as of September 21,  2011, by and between Savings  Institute Bank  and Trust  Company  (the "Bank"), a federally-chartered savings bank with its principal offices at  803  Main Street, Willimantic, Connecticut 06226, Lauren L. Murphy ("Executive") and Sl Financial  Group, Inc. (the "Company"), a Maryland corporation and the holding company of the Bank, as guarantor, is hereby amended and restated in its entirety effective December 18, 2013.


WHEREAS, the Bank continues to recognize the importance of Executive to the Bank's operations and wishes to protect her position with the Bank in the event of a change in control of the Bank or the Company for the period provided for in this Agreement.


NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, it is hereby agreed as follows:


1.     Term  of Agreement.


(a)       The term of this Agreement shall expire on September 30,2015, unless otherwise extended as noted under Section 1 (b) of this Agreement.


(b)       Commencing on December 18, 2013 (the "Renewal Date") this Agreement shall be renewed through December 31, 2015.  On each anniversary of the Renewal Date, the Board of Directors of the Bank (the "Board of Directors") may extend the term of this Agreement for an additional one (1) year period beyond the then effective expiration date, provided that Executive shall not have given at least sixty (60) days' written  notice of her desire that the term not be extended.


(c)      Notwithstanding anything in this Section to the contrary, this Agreement shall terminate if Executive or the Bank terminates Executive's employment prior to a Change in Control.


2.     Change  in Control.


(a)       Upon  the  occurrence of a Change in Control of the Bank or the Company followed at any time during the term of this Agreement by the termination of Executive's employment  in accordance  with the terms of this  Agreement, other than for Just Cause, as defined in Section 2(c) of this Agreement, the provisions of Section 3 of this Agreement shall apply.  Upon the occurrence of a Change in Control, Executive shall have the right to elect to voluntarily terminate his employment at any time during the term of this Agreement following an event constituting "Good Reason."


"Good Reason" means, unless Executive has consented  in writing thereto, the occurrence following a Change in Control of any of the following:


   (i)            the  assignment to  Executive of  any  duties materially inconsistent with Executive's  position,   including  any  material  change in status,  title, authority,  duties  or  responsibilities or any  other  action  that  results  in a material diminution in such status,  title, authority, duties or responsibilities, excluding for this purpose an isolated,  insubstantial  and inadvertent action  not taken in bad faith and that is remedied  by the Bank or  Executive's  employer   reasonably  promptly  after receipt of notice thereof given by the Executive;


(ii)    a reduction by the Bank or Executive's employer of the Executive's base salary in effect   









immediately prior to the Change in Control;


(iii)       the relocation of the Executive's office to a location more than twenty-five
 (25) miles from its location as of the date of this Agreement;


(iv)       the taking of any action by the Bank or any of its affiliates  or successors that would
            materially adversely  affect  the  Executive's overall compensation and  benefits package.    unless such changes to the compensation and benefits package are made on a non-discriminatory basis to all employees; or


(v)        the failure of the Bank or the affiliate of the Bank  by which Executive  is employed,  or any affiliate that directly or indirectly owns or controls  any affiliate  by  which  Executive   is employed,  to obtain  the  assumption  in writing  of  the  Bank's  obligation  to  perform   this  Agreement  by  any successor to all or  substantially all of the  assets  of  the  Bank  or  such affiliate within  thirty  (30)  days  after a  reorganization,  merger, consolidation, sale or  other  disposition of assets of the Bank or such affiliate.


(b)     For purposes of this Agreement, a "Change in Control" shall be deemed  to occur on the earliest of any of the following events:


(i)      Merger:   The Company  merges into or consolidates with another corporation, or merges another corporation  into the Company, and as a result less than a majority of the  combined  voting  power of the resulting corporation immediately after the merger or consolidation is held  by  persons  who  were stockholders of the Company immediately  before the merger or consolidation.


(ii)       Acquisition  of Significant Share Ownership: There is filed or required to be filed a report on  Schedule  130 or  another  fom1 or  schedule  (other than Schedule 13G) required under Sections 13(d) or  l4(d) of the Securities  Exchange Act of 1934, if the schedule  discloses  that the filing person or persons acting  in concert has or have become the beneficial owner of 25% or more of a class of the Company's voting  securities, but this clause (b) shall  not apply  to  beneficial ownership  of Company  voting shares held in a fiduciary  capacity by an entity of which the Company directly or indirectly beneficially owns 50% or more of its outstanding voting securities.


(iii)      Change in Board  Composition:   During any period of two consecutive years, individuals   who  constitute the Company's Board of  Directors  at  the beginning of the  two-year  period  cease  for any  reason  to  constitute  at  least  a majority  of  the  Company's  Board  of  Directors;  provided,   however, that  for purposes of this clause (iii), each director who is first elected by the board (or first nominated  by the board for election by the stockholders) by a vote of at least two­ thirds (2/3) of the directors who were directors  at the beginning  of the two-year period  shall  be deemed  to have also been a director at the beginning  of  such period; or


(iv)      Sale of Assets:  The Company sells to a third party all or substantially  all of its assets.


(c)        Executive  shall  not  have  the  right  to  receive  termination  benefits  pursuant  to Section 3 hereof upon termination  for Just Cause.  The term "Just Cause'' shall mean termination because  of  Executive's personal  dishonesty,  incompetence,  willful  misconduct,  any  breach  of fiduciary  duty  involving  personal  profit,  intentional  failure  to  perform  stated  duties,  willful violation of any law, rule, regulation (other than traffic violations or similar offenses),  final cease and desist order, or any material breach of any provision of this Agreement.   Notwithstanding  the foregoing,  Executive shall not be deemed to have been terminated  for Just Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted  by the affirmative  vote of a majority of the entire  membership  of the Board of Directors  at a meeting of the Board of Directors   called  and   held  for  that  purpose   (after reasonable notice to Executive and an opportunity  for him, together  with counsel,  to be heard  before the Board of Directors),  finding that  in  the  good  faith  opinion  of  the  Board  of  Directors, Executive  was  guilty  of  









conduct justifying termination  for Just Cause and specifying  the particulars thereof in detail.  Executive shall not have the right to receive compensation  or other benefits for any period after termination for Just Cause.   During the period  beginning  on the date of the Notice of Termination  for Just Cause  pursuant to Section  4 hereof  through  the Date of Termination, stock options  granted  to Executive  under any  stock  option  plan  shall  not  be exercisable  nor shall  any  unvested  stock awards  granted to Executive  under any  stock  benefit  plan of the  Bank. the  Company  or  any subsidiary or affiliate thereof, vest.  At the Date of Termination. such stock options and any such unvested stock awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such termination for Just Cause.


3.     Termination  Benefits.


(a)       If Executive's employment is voluntarily (in accordance with Section 2(a) of this Agreement) or involuntarily terminated within two (2) years of a Change in Control Executive shall receive:


{i)           a lump sum cash payment equal to two (2) times the  Executive's "base amount,"  within  the  meaning  of  Section  280G(b)(3)  of  the  Internal Revenue Code of 1986,  as amended (the "Code").  Such payment shall be made not  later than  five (5) days following Executive's termination of employment under this Section 3.


(ii)      Continued benefit coverage under all Bank health and welfare plans which Executive participated in as of the date of the Change in Control (collectively, the '"Employee Benefit Plans") for a period of twenty-four (24) months following Executive's termination of employment.   Said coverage shall be provided under the same terms and conditions in effect on  the  date  of  Executive's  termination of  employment.  Solely  for purposes of benefits continuation under the Employee Benefit Plans, Executive shall be deemed to be an active employee. To the extent that benefits required  under this Section 3(a) cannot be provided under the terms of any Employee Benefit Plan, the Bank shall enter into alternative arrangements that will provide Executive with comparable benefits.


(b)       Notwithstanding the preceding provisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "'Termination Benefits'") constitute an ''excess  parachute payment" under Section 280G of the Code or any successor thereto, and to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the ''Non-Triggering  Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount" as  determined in accordance with said Section 280G.  The allocation of the reduction required hereby among the Termination Benefits provided by this Section 3 shall be determined by Executive.


4.     Notice of Termination.


(a)       Any purported termination by the Bank or by Executive shall be communicated by Notice of Termination to the other party hereto.  For purposes of this Agreement, a "Notice of Termination" shall mean a written notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in detail the facts and circumstances claimed to provide a basis for termination of Executive's employment under the provision so indicated.


(b)       "Date of Termination" shall mean the date specified in the Notice of Termination (which, in the case of a termination for Just Cause. shall not be less than thirty (30) days from the date such Notice of Termination is given).


5.     Source  of Payments.


All payments provided in this Agreement shall be timely paid in cash or check from the general funds of the Bank.   The Company, however, unconditionally guarantees payment and provision of all amounts and  benefits 









due  hereunder to Executive and, if such amounts and benefits due from the Bank are not timely paid or provided by the Bank, such amounts and benefits shall be paid or provided by the Company.


6.     Effect on Prior Agreements and Existing Benefit Plans.


This Agreement contains the entire understanding between the parties hereto and supersedes any prior agreement between the Bank and Executive, except that this Agreement shall not affect or operate to reduce any benefit or compensation inuring to Executive of a kind elsewhere provided.  No provision of this Agreement shall be interpreted to mean that Executive is subject to receiving fewer benefits than those available to him without reference to this Agreement.  Nothing in this Agreement shall confer upon Executive the right to continue in the employ of the Bank or shall impose on the Bank any obligation to employ or retain Executive in its employ for any period.


7.     No Attachment.


(a)       Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale. assignment, encumbrance, charge, pledge. or hypothecation or to execution, attachment, levy or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to affect any such action shall be null, void and of no effect.


(b)    This Agreement shall be binding upon, and inure to the benefit of, Executive, the
Bank and their respective successors and assigns.


8.     Modification  and Waiver.


(a)     This Agreement may not be modified or amended except  by an instrument  in
writing signed by the parties hereto.


(b)       No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except by written instrument of the party charged with such waiver or estoppel.  No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically  waived.


9.     Severability.


lf, for any reason, any provision of this Agreement,  or any part of any provision, is held invalid, such invalidity shall not affect any other provision of this Agreement or any part of such provision  not  held so  invalid, and each  such  other  provision  and  part  thereof  shall  to the full extent consistent with law continue in full force and effect.


10.     Headings for Reference Only.


The headings of sections and paragraphs herein are included solely for convenience of reference  and  shall  not control  the  meaning  or  interpretation  of  any of  the provisions  of  this Agreement.   In addition, references herein to the masculine shall apply to both the masculine and the feminine.


11.     Governing Law.


Except to the extent preempted by federal law, the validity, interpretation, performance, and enforcement  of this Agreement  shall  be governed  by the laws of the State of Connecticut, without regard to principles of conflicts of law of that State.


12.     Arbitration.











Any dispute or controversy  arising  under or in connection  with this Agreement  shall  be settled  exclusively  by  arbitration,   conducted   before  a  panel  of  three  arbitrators  sitting  in  a location  selected   by  Executive  within  fifty  (50)  miles  from  the  location  of  the  Bank,  in accordance  with the rules of the American  Arbitration  Bank then  in effect.   Judgment  may be entered  on  the  arbitrator's award  in  any  court  having  jurisdiction;   provided,  however.  that Executive shall be entitled  to seek specific performance  of his right to be paid until the Date of Termination  during  the pendency of any dispute or controversy  arising  under or in connection with this Agreement.


13.     Payment of Legal Fees.


All  reasonable  legal  fees  paid  or  incurred  by  Executive   pursuant  to  any  dispute  or question  of  interpretation  relating  to this Agreement  shall  be paid or reimbursed  by the Bank, only if Executive is successful  pursuant to a legal judgment, arbitration or settlement.


14.     Indemnification.


The Company or the Bank shall provide Executive (including his heirs, executors and administrators)  with coverage  under a standard directors'  and officers'  liability insurance  policy at its expense and shall indemnify  Executive (and his heirs, executors and administrators) to  the fullest  extent  permitted   under  applicable  law  against  all  expenses  and  liabilities  reasonably incurred by him in connection with or arising out of any action, suit or proceeding in which he may be involved by reason of his having been a director or officer of the Company or the Bank (whether or not he continues to be a director or officer at the time of incurring such expenses or liabilities), such expenses and liabilities to include, but not be limited to, judgments, court costs. attorneys' fees and the cost of reasonable settlements.


15.       Successors to the Bank and the Company.


The Bank and the Company shall require any successor or assignee, whether direct or indirect,  by purchase, merger, consolidation or  otherwise,  to all  or  substantially  all  of  the business or assets of the Bank or the Company, expressly and unconditionally to assume and agree to perform the Bank's and the Company's  obligations under this Agreement, in the same manner and to the same extent that the Bank and the Company would be required to perform if no such succession or assignment had taken place.




16.       Required Provisions.


In the event any of the foregoing provisions or this Section 16 are in conflict with the terms of this Agreement, this Section 16 shall prevail.


a.         The Board of Directors may terminate  Executives employment at any time, but any  termination  by  the  Bank, other  than  termination  for  Just  Cause,  shall  not  prejudice Executive's right to compensation or other benefits under this Agreement.  Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause.




b.         If  Executive  is  suspended  from  office  and/or  temporarily  prohibited  from participating in the conduct of the Bank's  affairs by a notice served under Section 8(e)(3) or 8(g)(l) of  the  Federal  Deposit  Insurance  Act.  12 U.S.C.  §1818(e)(3) or (g)(1); the  Bank's obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings.  If the charges  in the  notice  are  dismissed,  the  Bank  may  in  its discretion:  (i) pay Executive all or part of  the compensation withheld while its contract obligations were suspended; and (ii)  reinstate (in whole or in part) any of the obligations which were suspended.











c.         If Executive 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 8(g)(l)  of the Federal Deposit  Insurance Act, 12 U.S.C. §!818(e)(4) or (g)(l), all obligations of the Bank under this contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected.


d.         If the Bank is in default as defined in Section J(x)(l) of the Federal Deposit Insurance  Act,  12  U.S.C. §1813(x)( I) all obligations of the Bank  under  this contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties.


e.         All obligations  under this Agreement  shall  be terminated,  except to the extent a determination  is made that continuation  of the contract  is necessary  for the continued  operation of the Bank {i)  by the director of the Office of the Comptroller  of the Currency (the "OCC")  or her or  her designee  (the "Director"), at the time the OCC enters  into an agreement  to provide assistance  to or  on  behalf  of the  Bank under  the authority  contained  in Section  13(c)  of the Federal  Deposit  Insurance  Act;  or  (ii)  by  the  Director,  at  the  time  the  Director  approves  a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined  by the Director to be in an unsafe or unsound condition.  Any rights of Executive that have already vested, however, shall not be affected by such action.


f.      Any payments made to employees  pursuant  to this Agreement, or otherwise, are subject to and conditioned  upon their compliance  with 12 U.S.C. §1828(k) and FDIC regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.


17.      Section  409A of the Code.


a.     This Agreement  is intended to comply with the requirements of Section  409A of the Code, and specifically, with the "short-term  deferral  exception"  under Treasury  Regulation Section  1.409A-l(b)(4) and  the "separation  pay exception" under Treasury  Regulation  Section l.409A-l(b)(9)(iii). and shall in all respects be administered  in accordance  with Section 409A of the Code.  If any payment or benefit hereunder cannot be provided or made at the time specified herein  without  incurring  sanctions  on  Executive  under Section  409A  of  the Code,  then  such payment or benefit shall  be provided  in full at the earliest time thereafter  when such sanctions will not be imposed.  For purposes of Section 409A of the Code, all payments to be made upon a termination  of employment  under this Agreement  may only be made  upon a "separation from service"{within the meaning of such term under Section 409A of the Code), each payment made under this Agreement shall  be treated as a separate payment, the right to a series of installment payments  under  this  Agreement  (if  any)  is  to  be treated  as a  right  to a  series  of  separate payments, and if a payment is not made by the designated  payment date under this Agreement the payment shall  be made  by December  31 of the calendar  year in which  the designated  date occurs.   To the extent  that any payment  provided  for hereunder  would  be subject  to  additional tax under Section 409A of the Code, or would cause the administration  of this Agreement to fail to satisfy the requirements of Section 409A of the Code, such provision shall be deemed null and void  to  the  extent  permitted   by  applicable   law  and  any  such  amount  shall  be  payable  in accordance with subparagraph (b) of this Agreement below.  In no event shall Executive, directly or indirectly, designate the calendar year of payment.


b.         If  when  separation   from  service  occurs  Executive is   a  "specified   employee” within  the  meaning  of Section  409A  of  the Code, and  if the cash  severance  payment  under Section  J(a)(i)  of  this  Agreement  would  be considered  deferred compensation   under  Section 409A of the Code, and, finally, if an exemption  from the six-month delay requirement of Section 409A(a)(2)(B)(i) of the  Code  is not available  (i.e.,  the “short-term deferral exception"  under Treasury  Regulations  Section  l.409A 1(b)(4)  or the "separation  pay exception'' under Treasury Section  1.409A-l(b)(9)(iii)),  the  Bank  or  the  Company  will  make  the  maximum  severance payment possible in order to comply with an exception from the six month requirement and make any remaining severance payment under Section 3(a)(i) of this Agreement to Executive in a single lump sum without interest on the first payroll date that occurs after the date that is six (6} months after the date on which Executive separates from service.











c.         If (x)  under the terms of the applicable policy or policies for the insurance or other  benefits specified  in  Section  J(a)(ii)  of  this  Agreement it  is  not possible  to continue coverage  for  Executive and  her dependents, or (y)  when  a  separation  from service  occurs Executive is a "specified employee" within the meaning of Section 409A of the Code, and if any of the continued insurance coverage or other benefits specified in Section 3(a)(ii) of this Agreement would be considered deferred compensation under Section 409A of the Code, and, finally, if an exemption from the six-month delay requirement of Section 409A(a)(2)(B)(i) of the Code is not available for that particular insurance or other benefit, the Bank or the Company shall pay to Executive in a single lump sum an amount in cash equal to the present value of the Bank·s projected cost to maintain that particular insurance benefit had Executive's employment not terminated. The lump-sum payment shall be made thirty (30) days after employment termination or, if Section 17(b) of this Agreement applies, on the first payroll date that occurs after the date that is six (6) months after the date on which Executive separates from service.


d.     References  in  this  Agreement  to  Section  409A  of  the  Code  include  rules. regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Section 409A of the Code.











IN WITNESS WHEREOF,  Savings  Institute Bank and Trust Company  and SI Financial Group, Inc. have caused  this amended and restated Agreement  to be executed  and their seals to be affixed hereunto  by their duly authorized officers, and Executive  has signed this Agreement, on   December 18, 2013.






		
	ATTEST: 
	SAVINGS INSTITUTE BANK AND TRUST    COMPANY


                                                                 
                            


ATTEST:                                                                                  SI FINANCIAL GROUP, INC.
(Guarantor)


                         


{SEAL}










WITNESS:                                                                                              EXECUTIVE