Exhibit 10.2.2 Second Amendment to Employment Agreement - Wiatr


    Exhibit
      10.2.2

    


    SECOND
      AMENDMENT OF EMPLOYMENT AGREEMENT

    


    This
      Second
      Amendment of Employment Agreement
      (this
“Amendment”) is dated as of this 20th
      day of
      December, 2005 by and between Francis J. Wiatr, President and Chief Executive
      Officer (the “Executive”) of NewMil Bancorp, Inc., a Delaware corporation
      (“NewMil Bancorp”), and NewMil Bank, a Connecticut-chartered savings bank and
      wholly owned subsidiary of NewMil Bancorp (the “Bank”).

    


    Whereas,
      the
      Executive and NewMil Bancorp entered into an Employment Agreement dated as
      of
      January 2, 2002 (as amended by the Amendment of Employment Agreement dated
      as of
      February 23, 2005, the “Employment Agreement”), which agreement establishes the
      terms and conditions of the Executive’s employment with NewMil
      Bancorp,

    


    Whereas,
      the
      parties desire now to amend certain provisions of the Employment Agreement,
      consistent with the terms of section 10.9 (Amendment and Waiver) of that
      agreement, and

    


    Whereas,
      the
      parties intend that the amendment of the Employment Agreement made by this
      Amendment shall become effective immediately, and that the Employment Agreement
      shall, as amended, remain in full force and effect according to its
      terms.

    


    Now
      Therefore,
      in
      consideration of these premises, the mutual covenants contained herein, and
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the parties hereto agree as follows.

    


    1)  New
      Definition of Change in Control.
      The
      definition of Change in Control contained in Section 7.2 shall be deleted and
      replaced in its entirety by the following definition.

    


       
7.2   Definition
      of Change in Control.
      For
      purposes of this Agreement, “Change in Control” shall mean any one of the
      following events occurs, provided the event constitutes a change in control
      within the meaning of Internal Revenue Code section 409A and rules, regulations,
      and guidance of general application thereunder issued by the Department of
      the
      Treasury, and provided the occurrence of the event is objectively determinable
      and does not require the exercise of judgment or discretion -

    


       
a)   Change
      in Ownership:
      a
      change in ownership of NewMil Bancorp, Inc. occurs on the date any one person
      or
      group accumulates ownership of NewMil Bancorp, Inc.’s stock constituting more
      than 50% of the total fair market value or total voting power of NewMil Bancorp,
      Inc.’s stock,

    


      
 b)   Change
      in Effective Control:
      (a) any
      one person, or more than one person acting as a group, acquires within a
      12-month period ownership of stock of NewMil Bancorp, Inc. possessing 35% or
      more of the total voting power of NewMil Bancorp, Inc.’s stock, or (b) a
      majority of NewMil Bancorp, Inc.’s board of directors is replaced during any
      12-month period by directors whose appointment or election is not endorsed
      in
      advance by a majority of NewMil Bancorp, Inc.’s board of directors,
      or


    
      
        
        

      

      
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 c)  Change
      in Ownership of a Substantial Portion of Assets:
      a
      change in the ownership of a substantial portion of NewMil Bancorp, Inc.’s
      assets occurs on the date any one person, or more than one person acting as
      a
      group, acquires assets from NewMil Bancorp, Inc. having a total gross fair
      market value equal to or exceeding 40% of the total gross fair market value
      of
      all of the assets of NewMil Bancorp, Inc. immediately before the acquisition
      or
      acquisitions. For this purpose, gross fair market value means the value of
      NewMil Bancorp, Inc.’s assets, or the value of the assets being disposed of,
      determined without regard to any liabilities associated with the
      assets.

    


           For
      purposes of paragraphs (a) through (c) of this Section 7.2, persons shall be
      considered to be acting as a group if they would be considered to be acting
      as a
      group under Internal Revenue Code section 409A and rules, regulations, and
      guidance of general application issued thereunder by the Department of the
      Treasury. References in this Employment Agreement to Internal Revenue Code
      section 409A include rules, regulations, and guidance of general application
      issued by the Department of the Treasury under section 409A.

    


    2)  Addition
      of Section 409A Savings Clause.
      The
      following Section 10.12 shall be added to the Employment Agreement.

    


           10.12  Compliance
      with Internal Revenue Code Section 409A.
      NewMil
      Bancorp, Inc. and the Executive intend that their exercise of authority or
      discretion under this Employment Agreement shall comply with section 409A of
      the
      Internal Revenue Code of 1986. If when the Executive’s employment terminates the
      Executive is a specified employee, as defined in section 409A of the Internal
      Revenue Code of 1986, and if any payments under this Employment Agreement,
      including Articles 6 and 7, will result in additional tax or interest to the
      Executive because of section 409A, then despite any provision of this Employment
      Agreement to the contrary the Executive will not be entitled to the payments
      until the earliest of (a) the date that is at least six months after termination
      of the Executive’s employment for reasons other than the Executive’s death, (b)
      the date of the Executive’s death, or (c) any earlier date that does not result
      in additional tax or interest to the Executive under section 409A. As promptly
      as possible after the end of the period during which payments are delayed under
      this provision, the entire amount of the delayed payments shall be paid to
      the
      Executive in a single lump sum. If any provision of this Employment Agreement
      does not satisfy the requirements of section 409A, such provision shall be
      applied in a manner consistent with those requirements, notwithstanding any
      provision of this Employment Agreement. If any provision of this Employment
      Agreement would subject the Executive to additional tax or interest under
      section 409A, NewMil Bancorp, Inc. shall reform the provision. However, NewMil
      Bancorp, Inc. shall maintain to the maximum extent practicable the original
      intent of the applicable provision without subjecting the Executive to
      additional tax or interest, and NewMil Bancorp, Inc. shall not be required
      to
      incur any additional compensation expense as a result of the reformed provision.
      References in this Employment Agreement to section 409A of the Internal Revenue
      Code of 1986 include rules, regulations, and guidance of general application
      issued by the Department of the Treasury under Internal Revenue Code section
      409A.


    
      
        
        

      

      
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    2.  Counterparts.
      This
      Amendment may be executed in one or more counterparts, each of will be deemed
      an
      original, but all of which taken together will constitute one and the same
      document.

    


    3.  Effective
      Date.
      This
      Amendment shall become effective immediately after execution of this Amendment
      by NewMil Bancorp and the Executive.

    


    4.  Effect
      on Employment Agreement.
      Except
      as amended by this Amendment, the January 2, 2002 Employment Agreement, as
      amended, shall remain in full force and effect.

    


    
      
        
        

      

      
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    In
      Witness Whereof,
      the
      parties have caused this Second Amendment of Employment Agreement to be duly
      executed as of the date first written above.

    


    
      	
              Executive

            	
              NewMil
                Bancorp, Inc.

            
	 	 
	
              /s/
                Francis J. Wiatr

            	
              By: 
                /s/
                Betty F. Pacocha

            
	
              Francis
                J. Wiatr

            	
              Betty
                F. Pacocha

            
	 	
              Its:
                Secretary

            
	 	 
	 	 
	 	
              and
                by:   /s/
                Mary C. Williams

            
	 	
              Mary
                C. Williams

            
	 	
              Its:
                Chairwoman, Salary and Benefits Committee of the Board of
                Directors

            


    

    


    
      	
              County
                of Litchfield       )

            	 
	 	
              )
                ss:

            
	
              State
                of Connecticut     )

            	 


    

    


    Before
      me
      this 20th
      day of
      December, 2005, personally appeared the above named Betty F. Pacocha, Mary
      C.
      Williams, and Francis J. Wiatr, who acknowledged that they did sign the
      foregoing instrument and that the same was their free act and deed.

    


    


    
      	 	
              ________________________________

            
	
              (Notary
                Seal)

            	
              Notary
                Public

            
	 	 
	 	
              My
                Commission Expires:

            


    

    


    
      
         

      

      
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