Exhibit 10.12 Amended Salary Continuation Agreement - Shannon


    Exhibit
      10.12

    


    NEWMIL
      BANK

    AMENDED
      SALARY CONTINUATION AGREEMENT

    


    This
      Amended Salary Continuation Agreement
      (this
“Agreement”) is entered into as of this 20th
      day of
      December, 2005, by and between NewMil Bank, a Connecticut-chartered savings
      bank
      (the “Bank”), and Terrence J. Shannon, Executive Vice President of the Bank (the
“Executive”).

    


    Whereas,
      the
      Executive has contributed substantially to the success of the Bank and its
      parent corporation, NewMil Bancorp, Inc., and the Bank desires that the
      Executive continue in its employ,

    


    Whereas,
      to
      encourage the Executive to remain an employee of the Bank, the Bank is willing
      to provide salary continuation benefits to the Executive, payable out of the
      Bank’s general assets,

    


    Whereas,
      none of
      the conditions or events included in the definition of the term “golden
      parachute payment” that is set forth in section 18(k)(4)(A)(ii) of the Federal
      Deposit Insurance Act [12 U.S.C. section 1828(k)(4)(A)(ii)] and in Federal
      Deposit Insurance Corporation Rule 359.1(f)(1)(ii) [12 CFR 359.1(f)(1)(ii)]
      exists or, to the best knowledge of the Bank, is contemplated insofar as the
      Bank is concerned,

    


    Whereas,
      it is
      the intent of the parties hereto that this Agreement be considered an unfunded
      arrangement maintained primarily to provide supplemental retirement benefits
      for
      the Executive, and to be considered a non-qualified benefit plan for purposes
      of
      the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The
      Executive is fully advised of the Bank’s financial status,

    


    Whereas,
      the
      Bank and the Executive entered into a Salary Continuation Agreement dated as
      of
      January 1, 2002, providing for specified retirement benefits for the Executive
      after termination of employment,

    


    Whereas,
      the
      Bank and the Executive have negotiated and agreed to miscellaneous changes
      in
      the terms and conditions of the January 1, 2002 Salary Continuation Agreement,
      and

    


    Whereas,
      the
      Bank and the Executive intend that this Agreement shall amend and restate in
      its
      entirety the January 1, 2002 Salary Continuation Agreement, and that from and
      after the date of this Agreement the January 1, 2002 Salary Continuation
      Agreement shall be of no further force or effect.

    


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

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    ARTICLE
      1

    DEFINITIONS

    


    The
      following words and phrases used in this Agreement have the meanings
      specified.

    


    1.1 “Accrual
      Balance”
      means
      the liability that should be accrued by the Bank under generally accepted
      accounting principles (“GAAP”) for the Bank’s obligation to the Executive under
      this Agreement, by applying Accounting Principles Board Opinion No. 12, as
      amended by Statement of Financial Accounting Standards No. 106, and the
      calculation method and discount rate specified hereinafter. The Accrual Balance
      shall be calculated assuming a level principal amount and interest as the
      discount rate is accrued each period. The principal accrual is determined such
      that when it is credited with interest each month, the Accrual Balance at Normal
      Retirement Age equals the present value of the normal retirement benefits.
      The
      discount rate used by the Plan Administrator to determine the Accrual Balance
      shall be based on the yield on a 20-year corporate bond rated Aa by Moody’s,
      rounded to the nearest 1⁄4%. The initial discount rate is 7.50%. In its sole
      discretion, the Plan Administrator may adjust the discount rate to maintain
      the
      rate within reasonable standards according to GAAP.

    


    1.2 “Beneficiary”
means
      each designated person, or the estate of the deceased Executive, entitled to
      benefits, if any, upon the death of the Executive determined according to
      Article 4.

    


      1.3 “Beneficiary
      Designation Form”
means
      the form established from time to time by the Plan Administrator that the
      Executive completes, signs, and returns to the Plan Administrator to designate
      one or more Beneficiaries.

    


    1.4 “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 on the part of the Plan Administrator or any other person
      -

    


    (a) Change
      in Ownership:
      a
      change in ownership of NewMil Bancorp, Inc., a Delaware corporation of which
      the
      Bank is a wholly owned subsidiary, 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:
      (1) 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 (2) 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 1.4, 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 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.

    


    1.5 “Code”
means
      the Internal Revenue Code of 1986, as amended.

    


    1.6 “Disability”
means,
      because of a medically determinable physical or mental impairment that can
      be
      expected to result in death or that can be expected to last for a continuous
      period of at least 12 months, (a) the Executive is unable to engage in any
      substantial gainful activity, or (b) the Executive is receiving income
      replacement benefits for a period of at least three months under an accident
      and
      health plan of the employer. Medical determination of disability may be made
      either by the Social Security Administration or by the provider of an accident
      or health plan covering employees of the Bank. Upon request of the Plan
      Administrator, the Executive must submit proof to the Plan Administrator of
      the
      Social Security Administration’s or provider’s determination.

    


    1.7
“Early
      Retirement Age”
      [Intentionally Left Blank]


    1.8 “Early
      Termination”
means
      the Executive’s Separation from Service with the Bank before Normal Retirement
      Age for reasons other than death, Disability, Termination for Cause or following
      a Change in Control.

    


    1.9 “Early
      Termination Date”
means
      the date on which Early Termination occurs.

    


    1.10 “Effective
      Date”
means
      January 1, 2002.

    


    1.11 “Normal
      Retirement Age”
means
      the Executive’s 65th
      birthday.

    


    1.12 “Normal
      Retirement Date”
means
      the later of the Normal Retirement Age or the Executive’s Separation from
      Service with the Bank.

    


    1.13 “Person”
means
      an individual, corporation, partnership, trust, association, joint venture,
      pool, syndicate, sole proprietorship, unincorporated organization or other
      entity.

    


    1.14 “Plan
      Administrator”
means
      the plan administrator described in Article 8.

    


    1.15 “Plan
      Year”
means
      a
      twelve-month period commencing on January 1 and ending on December 31 of each
      year. The initial Plan Year shall commence on the Effective Date of this
      Agreement.


    
      
         

      

      
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    1.16 “Separation
      from Service”
means
      the Executive’s service as an executive and independent contractor to the Bank
      and any member of a controlled group, as defined in Code section 414, terminates
      for any reason, other than because of a leave of absence approved by the Bank
      or
      the Executive’s death. For purposes of this Agreement, if there is a dispute
      about the employment status of the Executive or the date of the Executive’s
      Separation from Service, the Bank shall have the sole and absolute right to
      decide the dispute unless a Change in Control shall have occurred.

    


    1.17 “Termination
      for Cause”
means
      the definition of termination for cause specified in any employment or severance
      agreement existing on the date hereof or hereafter entered into between the
      Executive and NewMil Bancorp, Inc. If the Executive is not a party to an
      employment or severance agreement containing a definition of termination for
      cause, Termination for Cause means the Bank terminates the Executive’s
      employment for any of the following reasons -

    


    (a) Gross
      negligence or gross neglect of duties,

    


    (b) Commission
      of a felony or commission of a misdemeanor involving moral turpitude,
      or

    


    (c) Fraud,
      disloyalty or willful violation of any law or significant Bank policy committed
      in connection with the Executive’s employment and resulting in an adverse effect
      on the Bank. No act, or failure to act, on the Executive’s part shall be
      considered “willful” unless the Executive has acted, or failed to act, with an
      absence of good faith and without a reasonable belief that the Executive’s
      action or failure to act was in the best interest of the Bank.

    


    ARTICLE
      2

    LIFETIME
      BENEFITS

    


    2.1 Normal
      Retirement Benefit.
      Upon
      the Executive’s Separation from Service on or after the Normal Retirement Age
      for reasons other than death, the Bank shall pay to the Executive the benefit
      described in this Section 2.1 instead of any other benefit under this
      Agreement.

    


    
      	 	
              2.1.1
                

            	
              Amount
                of Benefit.
                The annual benefit under this Section 2.1 is
                $30,000.

            


    

    


    
      	 	
              2.1.2

            	
              Payment
                of Benefit.
                The Bank shall pay the annual benefit to the Executive in 12 equal
                monthly
                installments payable on the first day of each month, beginning with
                the
                seventh month after Separation from Service. The annual benefit shall
                be
                paid to the Executive for 15 years.

            


    

    


    2.2 Early
      Termination Benefit.
      Upon
      Early Termination, the Bank shall pay to the Executive the benefit described
      in
      this Section 2.2 instead of any other benefit under this
      Agreement.


    
      
         

      

      
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              2.2.1
                

            	
              Amount
                of Benefit.
                The benefit under this Section 2.2 is the Early Termination Annual
                Benefit
                amount set forth in Schedule A for the Plan Year ending immediately
                before
                the Early Termination Date.

            


    

    


    
      	 	
              2.2.2

            	
              Payment
                of Benefit.
                The Bank shall pay the annual benefit to the Executive in 12 equal
                monthly
                installments payable on the first day of each month, beginning with
                the
                later of (a) the seventh month after Separation from Service, or
                (b) the
                month immediately after the month in which the Executive attains
                the
                Normal Retirement Age. The annual benefit shall be paid to the Executive
                for 15 years.

            


    

    


    2.3 Disability
      Benefit.
      If the
      Executive terminates employment because of Disability before the Normal
      Retirement Age, the Bank shall pay to the Executive the benefit described in
      this Section 2.3 instead of any other benefit under this Agreement.

    


    
      	 	
              2.3.1

            	
              Amount
                of Benefit.
                The benefit under this Section 2.3 is the Disability Annual Benefit
                amount
                set forth in Schedule A for the Plan Year ending immediately before
                the
                date on which termination of the Executive’s employment
                occurs.

            


    

    


    
      	 	
              2.3.2

            	
              Payment
                of Benefit.
                The Bank shall pay the annual benefit to the Executive in 12 equal
                monthly
                installments payable on the first day of each month, beginning with
                the
                later of (a) the seventh month after Separation from Service, or
                (b) the
                month immediately after the month in which the Executive attains
                the
                Normal Retirement Age. The annual benefit shall be paid to the Executive
                for 15 years.

            


    

    


    2.4 Change-in-Control
      Benefit.
      If a
      Change in Control occurs after the date of this Agreement, the Bank shall pay
      to
      the Executive the benefit described in this Section 2.4 instead of any other
      benefit under this Agreement and the Bank shall exercise its discretion to
      terminate this Agreement.

    


    
      	 	
              2.4.1
                

            	
              Amount
                of Benefit.
                The benefit under this Section 2.4 is the Normal Retirement Age Accrual
                Balance required by Section 2.1, without discount for the time value
                of
                money.

            


    

    


    
      	 	
              2.4.2
                

            	
              Payment
                of Benefit.
                The Bank shall pay the Change-in-Control benefit under Section 2.4
                of this
                Agreement to the Executive in one lump sum within three days after
                the
                Change in Control. Payment of the Change-in-Control benefit shall
                fully
                discharge the Bank from all obligations under this Agreement, except
                the
                legal fee reimbursement obligation under Section
                7.14.

            


    

    


    2.5 Change-in-Control
      Payout of Normal Retirement Benefit, Early Termination Benefit or Disability
      Benefit Being Paid to the Executive at the Time of a Change in
      Control.
      If a
      Change in Control occurs at any time during the entire 15-year salary
      continuation benefit payment period and if at the time of that Change in Control
      the Executive is receiving the benefit provided by Section 2.1.2, Section 2.2.2,
      or Section 2.3.2, the Bank shall pay the remaining salary continuation benefits
      to the Executive in a single lump sum within three days after the Change in
      Control. The lump-sum payment due to the Executive as a result of a Change
      in
      Control shall be an amount equal to the Accrual Balance amount corresponding
      to
      that particular benefit then being paid.


    
      
         

      

      
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    2.6 Contradiction
      in Terms of Agreement and Schedule A.
      If
      there is a contradiction in the terms of this Agreement and Schedule A attached
      hereto concerning the actual amount of a particular benefit due the Executive
      under Section 2.2, 2.3, or 2.4 hereof, then the actual amount of the benefit
      set
      forth in the Agreement shall control. If the Plan Administrator changes the
      discount rate used to calculate the Accrual Balance, the Plan Administrator
      shall prepare or cause to be prepared a revised Schedule A, which shall
      supersede and replace any and all Schedules A previously prepared under or
      attached to this Agreement.

    


    2.7 Savings
      Clause Relating to Compliance with Code Section 409A.
      Notwithstanding any other provision of this Agreement, if when the Executive’s
      employment terminates the Executive is a specified employee, as defined in
      Code
      section 409A, and if any payments under Article 2 of this Agreement will result
      in additional tax or interest to the Executive because of section 409A, the
      Executive will not be entitled to the payments under Article 2 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. If any provision
      of this Agreement would subject the Executive to additional tax or interest
      under section 409A, the Bank shall reform the provision. However, the Bank
      shall
      maintain to the maximum extent practicable the original intent of the applicable
      provision without subjecting the Executive to additional tax or interest, and
      the Bank shall not be required to incur any additional compensation expense
      as a
      result of the reformed provision. References in this Agreement to Code section
      409A include rules, regulations, and guidance of general application issued
      by
      the Department of the Treasury under Code section 409A.

    


    ARTICLE
      3

    DEATH
      BENEFITS

    


    3.1 Death
      During Active Service.
      If the
      Executive dies in active service to the Bank before the Normal Retirement Age,
      the Executive’s Beneficiary shall be entitled solely to the benefit described in
      the January 1, 2002 Split Dollar Agreement between the Bank and the
      Executive.

    


    3.2 Death
      after Separation from Service.
      If the
      Executive dies after Separation from Service and at Separation from Service
      the
      Executive is entitled to the normal retirement benefit provided by Section
      2.1,
      the Early Termination benefit provided by Section 2.2, or the Disability benefit
      provided by Section 2.3, the Bank shall pay to the Executive’s Beneficiary the
      benefits to which the Executive was entitled at death. Beginning on the first
      day of the month after the Executive’s death, the Bank shall pay the benefits to
      the Beneficiary at the same time and in the same amounts they would have been
      paid to the Executive had the Executive survived. In that case, no death benefit
      shall be payable under this Article 3.

    


    3.3 Death
      after Receipt of Change-in-Control Benefit.
      Anything in this Agreement or in the January 1, 2002 Split Dollar Agreement
      to
      the contrary notwithstanding, neither the Executive nor the Executive’s
      Beneficiary shall be entitled to any further benefits whatsoever under this
      Agreement or under the January 1, 2002 Split Dollar Agreement after the
      Change-in-Control benefit provided by Section 2.4 is paid to the Executive.
      If
      any provision of this Agreement, including this Section 3.3, is contrary in
      any
      way to the terms of the January 1, 2002 Split Dollar Agreement, that agreement
      shall be deemed to be amended hereby.


    
      
         

      

      
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    3.4 Change-in-Control
      Payout of Normal Retirement Benefit, Early Termination Benefit or Disability
      Benefit Being Paid to the Executive’s Beneficiary at the Time of a Change in
      Control.
      If a
      Change in Control occurs at any time during the entire 15-year salary
      continuation benefit payment period and if at the time of that Change in Control
      the Executive’s Beneficiary is receiving the benefit provided by Section 2.1.2,
      Section 2.2.2, or Section 2.3.2, the Bank shall pay the remaining salary
      continuation benefits to the Beneficiary in a single lump sum within three
      days
      after the Change in Control. The lump-sum payment due to the Beneficiary as
      a
      result of a Change in Control shall be an amount equal to the Accrual Balance
      amount corresponding to that particular benefit then being paid.

    


    ARTICLE
      4

    BENEFICIARIES

    


    4.1
       Beneficiary
      Designations.
      The
      Executive shall have the right at any time to designate a Beneficiary to receive
      any benefits payable under this Agreement upon the death of the Executive.
      The
      Beneficiary designated under this Agreement may be the same as or different
      from
      the beneficiary designation under any other benefit plan of the Bank in which
      the Executive participates.

    


    4.2 Beneficiary
      Designation: Change.
      The
      Executive shall designate a Beneficiary by completing and signing the
      Beneficiary Designation Form and delivering it to the Plan Administrator or
      its
      designated agent. The Executive’s Beneficiary designation shall be deemed
      automatically revoked if the Beneficiary predeceases the Executive or if the
      Executive names a spouse as Beneficiary and the marriage is subsequently
      dissolved. The Executive shall have the right to change a Beneficiary by
      completing, signing, and otherwise complying with the terms of the Beneficiary
      Designation Form and the Plan Administrator’s rules and procedures, as in effect
      from time to time. Upon the acceptance by the Plan Administrator of a new
      Beneficiary Designation Form, all Beneficiary designations previously filed
      shall be cancelled. The Plan Administrator shall be entitled to rely on the
      last
      Beneficiary Designation Form filed by the Executive and accepted by the Plan
      Administrator before the Executive’s death.

    


    4.3 Acknowledgment.
      No
      designation or change in designation of a Beneficiary shall be effective until
      received, accepted, and acknowledged in writing by the Plan Administrator or
      its
      designated agent.

    


    4.4 No
      Beneficiary Designation.
      If the
      Executive dies without a valid beneficiary designation, or if all designated
      Beneficiaries predecease the Executive, then the Executive’s spouse shall be the
      designated Beneficiary. If the Executive has no surviving spouse, the benefits
      shall be made to the personal representative of the Executive’s
      estate.

    


    4.5 Facility
      of Payment.
      If a
      benefit is payable to a minor, to a person declared incapacitated, or to a
      person incapable of handling the disposition of his or her property, the Bank
      may pay such benefit to the guardian, legal representative, or person having
      the
      care or custody of the minor, incapacitated person, or incapable person. The
      Bank may require proof of incapacity, minority, or guardianship as it may deem
      appropriate before distribution of the benefit. Distribution shall completely
      discharge the Bank from all liability for the benefit.

    


    ARTICLE
      5

    GENERAL
      LIMITATIONS

    


    5.1 Termination
      for Cause.
      Notwithstanding any provision of this Agreement to the contrary, the Bank shall
      not pay any benefit under this Agreement and this Agreement shall terminate
      if
      Separation from Service is a result of Termination for Cause.


    
      
         

      

      
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    5.2 Misstatement.
      No
      benefits shall be paid under this Agreement or under the January 1, 2002 Split
      Dollar Agreement if the Executive makes any material misstatement of fact on
      any
      application or resume provided to the Bank or on any application for benefits
      provided by the Bank.

    


    5.3 Removal.
      If the
      Executive is removed from office or permanently prohibited from participating
      in
      the Bank’s affairs by an order issued under section 8(e)(4) or (g)(1) of the
      Federal Deposit Insurance Act, 12 U.S.C. 1818(e)(4) or (g)(1), all obligations
      of the Bank under this Agreement shall terminate as of the effective date of
      the
      order.

    5.4 Default.
      Notwithstanding any provision of this Agreement to the contrary, if the Bank
      is
      in “default” or “in danger of default,” as those terms are defined in section
      3(x) of the Federal Deposit Insurance Act, 12 U.S.C. 1813(x), all obligations
      under this Agreement shall terminate.

    


    5.5 FDIC
      Open-Bank Assistance.
      All
      obligations under this Agreement shall terminate, except to the extent
      determined that continuation of the contract is necessary for the continued
      operation of the Bank, when the Federal Deposit Insurance Corporation enters
      into an agreement to provide assistance to or on behalf of the Bank under the
      authority contained in Federal Deposit Insurance Act section 13(c). 12 U.S.C.
      1823(c). Rights of the parties that have already vested shall not be affected
      by
      such action, however.

    


    ARTICLE
      6

    CLAIMS
      AND REVIEW PROCEDURES

    


    6.1 Claims
      Procedure.
      A
      person or beneficiary (“claimant”) who has not received benefits under the
      Agreement that he or she believes should be paid shall make a claim for such
      benefits as follows -

    


    6.1.1 Initiation
      - Written Claim.
      The
      claimant initiates a claim by submitting to the Bank a written claim for the
      benefits.

    


    6.1.2 Timing
      of Bank Response.
      The
      Bank shall respond to the claimant within 90 days after receiving the claim.
      If
      the Bank determines that special circumstances require additional time for
      processing the claim, the Bank may extend the response period by an additional
      90 days by notifying the claimant in writing before the end of the initial
      90-day period that an additional period is required. The notice of extension
      must state the special circumstances and the date by which the Bank expects
      to
      render its decision.

    


    6.1.3 Notice
      of Decision.
      If the
      Bank denies part or all of the claim, the Bank shall notify the claimant in
      writing of the denial. The Bank shall write the notification in a manner
      calculated to be understood by the claimant. The notification shall set forth
      -

    


    6.1.3.1      the
      specific reasons for the denial,

    


    6.1.3.2      a
      reference to the specific provisions of the Agreement on which the denial is
      based,


    
      
         

      

      
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              6.1.3.3

            	
              a
                description of any additional information or material necessary for
                the
                claimant to perfect the claim and an explanation of why it is
                needed,

            


    

    


    
      	 	
              6.1.3.4

            	
              an
                explanation of the Agreement’s review procedures and the time limits
                applicable to such procedures, and

            


    

    


    
      	 	
              6.1.3.5

            	
              a
                statement of the claimant’s right to bring a civil action under ERISA
                section 502(a) following an adverse benefit determination on
                review.

            


    

    


    6.2 Review
      Procedure.
      If the
      Bank denies part or all of the claim, the claimant shall have the opportunity
      for a full and fair review by the Bank of the denial, as follows -

    


    6.2.1 Initiation
      - Written Request.
      To
      initiate the review, the claimant, within 60 days after receiving the Bank’s
      notice of denial, must file with the Bank a written request for
      review.

    


    6.2.2 Additional
      Submissions - Information Access.
      The
      claimant shall then have the opportunity to submit written comments, documents,
      records, and other information relating to the claim. The Bank shall also
      provide the claimant, upon request and free of charge, reasonable access to
      and
      copies of all documents, records, and other information relevant (as defined
      in
      applicable ERISA regulations) to the claimant’s claim for benefits.

    


    6.2.3 Considerations
      on Review.
      In
      considering the review, the Bank shall take into account all materials and
      information the claimant submits relating to the claim, without regard to
      whether the information was submitted or considered in the initial benefit
      determination.

    


    6.2.4 Timing
      of Bank Response.
      The
      Bank shall respond in writing to the claimant within 60 days after receiving
      the
      request for review. If the Bank determines that special circumstances require
      additional time for processing the claim, the Bank may extend the response
      period by an additional 60 days by notifying the claimant in writing before
      the
      end of the initial 60-day period that an additional period is required. The
      notice of extension must state the special circumstances and the date by which
      the Bank expects to render its decision.

    


    6.2.5 Notice
      of Decision.
      The
      Bank shall notify the claimant in writing of its decision on review. The Bank
      shall write the notification in a manner calculated to be understood by the
      claimant. The notification shall set forth -

    


    
      	 	
              6.2.5.1

            	
              the
                specific reason for the denial,

            


    

    


    
      	 	
              6.2.5.2

            	
              a
                reference to the specific provisions of the Agreement on which the
                denial
                is based,

            


    

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    
      	 	
              6.2.5.3

            	
              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 (as defined in applicable ERISA regulations)
                to
                the claimant’s claim for benefits,
                and

            


    

    


    
      	 	
              6.2.5.4

            	
              a
                statement of the claimant’s right to bring a civil action under ERISA
                section 502(a).

            


    

    


    ARTICLE
      7

    MISCELLANEOUS

    


    7.1 Amendments
      and Termination.
      Subject
      to Section 7.13 of this Agreement, this Agreement may be amended solely by
      a
      written agreement signed by the Bank and by the Executive, and except for
      termination occurring under Article 5 this Agreement may be terminated solely
      by
      a written agreement signed by the Bank and by the Executive.

    


    7.2 Binding
      Effect.
      This
      Agreement shall bind the Executive and the Bank and their beneficiaries,
      survivors, executors, successors, administrators, and transferees.

    


    7.3 No
      Guarantee of Employment.
      This
      Agreement is not an employment policy or contract. It does not give the
      Executive the right to remain an employee of the Bank, nor does it interfere
      with the Bank’s right to discharge the Executive. It also does not require the
      Executive to remain an employee nor interfere with the Executive’s right to
      terminate employment at any time.

    


    7.4 Non-Transferability.
      Benefits under this Agreement cannot be sold, transferred, assigned, pledged,
      attached, or encumbered in any manner.

    


    7.5 Successors;
      Binding Agreement.
      By an
      assumption agreement in form and substance satisfactory to the Executive, the
      Bank will require any successor (whether direct or indirect, by purchase,
      merger, consolidation or otherwise) to all or substantially all of the business
      or assets of the Bank to expressly assume and agree to perform this Agreement
      in
      the same manner and to the same extent that the Bank would be required to
      perform this Agreement if no such succession had occurred.

    


    7.6 Tax
      Withholding.
      The
      Bank shall withhold any taxes that are required to be withheld from the benefits
      provided under this Agreement.

    


    7.7 Applicable
      Law.
      Except
      to the extent preempted by the laws of the United States of America, the
      validity, interpretation, construction, and performance of this Agreement shall
      be governed by and construed in accordance with the laws of the State of
      Connecticut, without giving effect to the principles of conflict of laws of
      such
      state.

    


    7.8 Unfunded
      Arrangement.
      The
      Executive and his Beneficiary are general unsecured creditors of the Bank for
      the payment of benefits under this Agreement. The benefits represent the mere
      promise by the Bank to pay such benefits. The rights to benefits are not subject
      in any manner to anticipation, alienation, sale, transfer, assignment, pledge,
      encumbrance, attachment, or garnishment by creditors. Any insurance on the
      Executive’s life is a general asset of the Bank to which the Executive and
      Beneficiary have no preferred or secured claim.


    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    7.9 Severability.
      If any
      provision of this Agreement is held invalid, such invalidity shall not affect
      any other provision of this Agreement not held invalid, and each such other
      provision shall continue in full force and effect to the full extent consistent
      with law. If any provision of this Agreement is held invalid in part, such
      invalidity shall not affect the remainder of such provision not held invalid,
      and the remainder of such provision, together with all other provisions of
      this
      Agreement shall continue in full force and effect to the full extent consistent
      with law.

    


    7.10 Headings.
      The
      headings of Sections herein are included solely for convenience of reference
      and
      shall not affect the meaning or interpretation of any provision of this
      Agreement.

    


    7.11 Entire
      Agreement.
      This
      Agreement and the January 1, 2002 Split Dollar Agreement between the Executive
      and the Bank constitute the entire agreement between the Bank and the Executive
      concerning the subject matter hereof. No rights are granted to the Executive
      under this Agreement other than those specifically set forth. This Agreement
      supersedes in its entirety the January 1, 2002 Salary Continuation Agreement,
      and effective immediately the January 1, 2002 Salary Continuation Agreement
      shall be of no further force or effect.

    


    7.12
       Notices.
      All
      notices, requests, demands, and other communications hereunder shall be in
      writing and shall be deemed to have been duly given if delivered by hand or
      mailed, certified or registered mail, return receipt requested, with postage
      prepaid, to the following addresses or to such other address as either party
      may
      designate by like notice. Unless otherwise changed by notice, notice shall
      be
      properly addressed to the Executive if addressed to the address of the Executive
      on the books and records of the Bank at the time of the delivery of such notice,
      and properly addressed to the Bank if addressed to the Board of Directors,
      NewMil Bank, 19 Main Street, P.O. Box 600, New Milford, Connecticut
      06776-0600.

    


    7.13 Termination
      or Modification of Agreement Because of Changes in Law, Rules, or
      Regulations.
      The
      Bank is entering into this Agreement on the assumption that certain existing
      tax
      laws, rules, and regulations will continue in effect in their current form.
      If
      that assumption materially changes and the change has a material detrimental
      effect on this Agreement, then the Bank reserves the right to terminate or
      modify this Agreement accordingly, subject to obtaining the written consent
      of
      the Executive, which shall not be unreasonably withheld. This Section 7.13
      shall
      become null and void effective immediately upon a Change in
      Control.

    


    7.14 Payment
      of Legal Fees after a Change in Control Occurs.
      The
      Bank is aware that after a Change in Control management could cause or attempt
      to cause the Bank to refuse to comply with the obligations under this Agreement,
      or could institute or cause or attempt to cause the Bank to institute litigation
      seeking to have this Agreement declared unenforceable, or could take or attempt
      to take other action to deny the Executive the benefits intended under this
      Agreement. In these circumstances the purpose of this Agreement would be
      frustrated. It is the Bank’s intention that the Executive not be required to
      incur the expenses associated with the enforcement of his rights under this
      Agreement, whether by litigation or other legal action, because the cost and
      expense thereof would substantially detract from the benefits intended to be
      granted to the Executive hereunder. It is the Bank’s intention that the
      Executive not be forced to negotiate settlement of his rights under this
      Agreement under threat of incurring expenses. Accordingly, if after a Change
      in
      Control occurs it appears to the Executive that (1) the Bank has failed to
      comply with any of its obligations under this Agreement, or (2) the Bank or
      any
      other person has taken any action to declare 

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    this
      Agreement void or unenforceable, or instituted any litigation or other legal
      action designed to deny, diminish, or to recover from the Executive the benefits
      intended to be provided to the Executive hereunder, the Bank irrevocably
      authorizes the Executive from time to time to retain counsel of his choice,
      at
      the Bank’s expense as provided in this Section 7.14, to represent the Executive
      in connection with the initiation or defense of any litigation or other legal
      action, whether by or against the Bank or any director, officer, stockholder,
      or
      other person affiliated with the Bank, in any jurisdiction. Notwithstanding
      any
      existing or previous attorney-client relationship between the Bank and any
      counsel chosen by the Executive under this Section 7.14, the Bank irrevocably
      consents to the Executive entering into an attorney-client relationship with
      that counsel, and the Bank and the Executive agree that a confidential
      relationship shall exist between the Executive and that counsel. The fees and
      expenses of counsel selected from time to time by the Executive as provided
      in
      this section shall be paid or reimbursed to the Executive by the Bank on a
      regular, periodic basis upon presentation by the Executive of a statement or
      statements prepared by such counsel in accordance with such counsel’s customary
      practices, up to a maximum aggregate amount of $150,000, whether suit be brought
      or not, and whether or not incurred in trial, bankruptcy, or appellate
      proceedings. The Bank’s obligation to pay the Executive’s legal fees provided by
      this Section 7.14 operates separately from and in addition to any legal fee
      reimbursement obligation the Bank may have with the Executive under any separate
      severance, employment, salary continuation, or other agreement. Anything in
      this
      Section 7.14 to the contrary notwithstanding however, the Bank shall not be
      required to pay or reimburse the Executive’s legal expenses if doing so would
      violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)]
      and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR
      359.3].

    


    ARTICLE
      8

    ADMINISTRATION
      OF AGREEMENT

    


    8.1 Plan
      Administrator Duties.
      This
      Agreement shall be administered by a Plan Administrator consisting of the board
      or such committee or person(s) as the board shall appoint. The Executive may
      be
      a member of the Plan Administrator. The Plan Administrator shall also have
      the
      discretion and authority to (a) make, amend, interpret, and enforce all
      appropriate rules and regulations for the administration of this Agreement
      and
      (b) decide or resolve any and all questions, including interpretations of this
      Agreement, as may arise in connection with the Agreement.

    


    8.2
       Agents.
      In the
      administration of this Agreement, the Plan Administrator may employ agents
      and
      delegate to them such administrative duties as it sees fit (including acting
      through a duly appointed representative) and may from time to time consult
      with
      counsel, who may be counsel to the Bank.

     

    8.3 Binding
      Effect of Decisions.
      The
      decision or action of the Plan Administrator with respect to any question
      arising out of or in connection with the administration, interpretation, and
      application of the Agreement and the rules and regulations promulgated hereunder
      shall be final and conclusive and binding upon all persons having any interest
      in the Agreement. No Executive or Beneficiary shall be deemed to have any right,
      vested or nonvested, regarding the continued use of any previously adopted
      assumptions, including but not limited to the discount rate and calculation
      method described in Section 1.1.

    


    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    8.4 Indemnity
      of Plan Administrator.
      The
      Bank shall indemnify and hold harmless the members of the Plan Administrator
      against any and all claims, losses, damages, expenses, or liabilities arising
      from any action or failure to act with respect to this Agreement, except in
      the
      case of willful misconduct by the Plan Administrator or any of its
      members.

    


    8.5 Bank
      Information.
      To
      enable the Plan Administrator to perform its functions, the Bank shall supply
      full and timely information to the Plan Administrator on all matters relating
      to
      the date and circumstances of the retirement, Disability, death, or Separation
      from Service of the Executive and such other pertinent information as the Plan
      Administrator may reasonably require. Terrence J. Shannon

    


      In
      Witness Whereof,
      the
      Executive and a duly authorized Bank officer have signed this Agreement as
      of
      the date first written above.

    


    
      	
              THE
                EXECUTIVE:

            	
              NEWMIL
                BANK:

            
	 	 
	 	 
	
              /s/
                Terrence J. Shannon

            	
              By:  
                /s/
                Francis J. Wiatr

            
	
              Terrence
                J. Shannon

            	
              Francis
                J. Wiatr

            
	 	
              Its: 
                Chairman, President & CEO

            


    

    


    
      
         

      

      
        13