Exhibit 10.16 Second Amended Director Deferred Compensation Agreement - Rizzo


    Exhibit
      10.16

    


    NEWMIL
      BANK

    SECOND
      AMENDED DIRECTOR DEFERRED COMPENSATION AGREEMENT

    


    This
      Second
      Amended Director Deferred Compensation Agreement
      (this
“Amended Agreement”) is made as of this 20th
      day of
      December, 2005, by and between NewMil Bank, a Connecticut-chartered savings
      bank
      (the “Bank”), and Anthony M. Rizzo Sr., a director of the Bank (the
“Director”).

    


    Whereas,
      to
      encourage the Director to remain a member of the Bank’s board of directors, the
      Bank wishes to continue providing a deferred compensation opportunity to the
      Director,

    


    Whereas,
      the
      Bank will pay the Director’s benefits from the Bank’s general
      assets,

    


    Whereas,
      the
      Director and the Bank are parties to a January 23, 2002 Amended Director
      Deferred Compensation Agreement,

    


    Whereas,
      the Bank
      and the Director intend that this Amended Agreement supersede and replace in
      its
      entirety the January 23, 2002 Amended Director Deferred Compensation Agreement,
      which agreement shall become void and of no further force or effect on the
      date
      this Amended Agreement becomes effective, and

    


    Whereas,
      the
      deferral account balance under the January 23, 2002 Amended Director Deferred
      Compensation Agreement that exists as of the date this Amended Agreement becomes
      effective shall become the initial deferral account balance under this Amended
      Agreement.

    


    Now
      Therefore,
      in
      consideration of these premises and other good and valuable consideration,
      the
      receipt and sufficiency of which are hereby acknowledged, the Director and
      the
      Bank hereby agree as follows.

    


    ARTICLE
      1

    DEFINITIONS

    


    Whenever
      used in this Agreement, the following words and phrases shall have the meanings
      specified.

    


    1.1 “Beneficiary”
means
      each designated person, or the estate of the deceased Director, entitled to
      benefits, if any, upon the death of the Director, determined according to
      Article 6.

    


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

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    1.3 “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

    


    (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 1.3, 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.

    


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

    


    1.5 “Compensation”
means
      the total directors’ fees payable to the Director during a Plan
      Year.

    


    1.6 “Deferral
      Account”
means
      the Bank’s accounting of the Director’s accumulated Deferrals, plus accrued
      interest.

    


    1.7 “Deferrals”
means
      the amount of the Director’s Compensation that the Director elects to defer
      according to this Amended Agreement, and includes all amounts deferred by the
      Director under the terms of the January 23, 2002 Amended Director Deferred
      Compensation Agreement.


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    1.8 “Disability”
means
      the Director’s inability to perform substantially all normal duties of a
      director, as determined by the Bank’s Board of Directors in its sole discretion.
      As a condition to any benefits, the Bank may require the Director to submit
      to
      such physical or mental evaluations and tests as the Board of Directors deems
      appropriate.

    


    1.9 “Effective
      Date”
means
      December 20, 2005.

    


    1.10 “Election
      Form”
means
      the Form attached as Exhibit 1.

    


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

    


    1.12 “Normal
      Retirement Date”
means
      the later of the Normal Retirement Age or Separation from Service.

    


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

    


    1.14 “Plan
      Year”
means
      the calendar year.

    


    1.15 “Separation
      from Service”
means
      the Director’s service as a director, executive, or 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 Director’s death. For purposes of this Amended Agreement, if
      there is a dispute about the Director’s status or the date of the Director’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.

    


    1.16 “Termination
      for Cause”
means
      the Bank’s board of directors or a duly authorized committee of the board of
      directors determines at any time that the Director will not be nominated by
      the
      board or committee for reelection as a director of NewMil Bancorp, Inc. after
      the expiration of his current term, or if the Director is removed as a director
      of the Bank, in either case because of the Director’s -

    


    (a) Gross
      negligence or gross neglect of duties,

    


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

    


    (c) Fraud,
      disloyalty, or willful violation of any law or significant Bank policy,
      or

    


    (d) removal
      from service or permanent prohibition from participation 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)].

    


    1.17 “Unforeseeable
      Emergency”
means
      a
      severe financial hardship to the Director resulting from illness or accident
      of
      the Director, the Director’s spouse, or a dependent of the Director, loss of the
      Director’s property due to casualty, or other similar extraordinary and
      unforeseeable circumstances arising as a result of events beyond the Director’s
      control.


    
      
         

      

      
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    ARTICLE
      2

    DEFERRAL
      ELECTION

    


    2.1 Initial
      Election.
      The
      Director’s election under the January 23, 2002 Amended Director Deferred
      Compensation Agreement in effect on the Effective Date of this Amended Agreement
      shall remain in full force and effect under this Amended Agreement until changed
      in accordance with this Amended Agreement.

    


    2.2 Election
      Changes.
      With
      the Bank’s approval, the Director may modify the amount of Compensation to be
      deferred by filing a new Election Form with the Bank before the beginning of
      the
      Plan Year in which the Compensation is to be deferred. The modified deferral
      election shall not be effective until the calendar year after the year in which
      the new Election Form is received and approved by the Bank. A change in the
      Director’s election to receive benefits either in a lump-sum form or in
      installments shall not be effective unless (a) it is submitted at least one
      year
      before benefits would otherwise commence or be paid, (b) it does not take effect
      until at least 12 months elapse, and (c) the first benefit payment is delayed
      for at least an additional five years beyond the date the payment otherwise
      would have been made.

    


    ARTICLE
      3

    DEFERRAL
      ACCOUNT

    


    3.1 Establishing
      and Crediting.
      The
      Bank shall establish a Deferral Account on its books for the Director and shall
      credit to the Deferral Account the following amounts: 

    


    
      	 	
              3.1.1

            	
              Account
                Balance under the January 23, 2002 Amended Director Deferred Compensation
                Agreement.
                The Deferral Account balance that exists under the January 23, 2002
                Amended Director Deferred Compensation
                Agreement.

            


    

    


    
      	 	
              3.1.2

            	
              Deferrals.
                The portion of the Compensation deferred by the Director as of the
                time
                the Compensation would have otherwise been paid to the
                Director.

            


    

    


    
      	 	
              3.1.3

            	
              Interest.
                Interest shall be credited on the account balance at a rate of interest,
                compounded monthly, equal to the monthly average yield on United
                States
                Treasury securities adjusted to a constant maturity of five years
                as
                published by the Board of Governors of the Federal Reserve System
                in
                statistical release H.15 (the “Index”). Until commencement of benefit
                payments under this Amended Agreement, interest shall be credited
                on the
                account balance for a Plan Year at the end of the Plan Year, based
                upon
                the Index during the month of December for the Plan
                Year.

            


    

    


    3.2 Statement
      of Accounts.
      Within
      120 days after the end of each Plan Year, the Bank shall provide to the Director
      a statement setting forth the Deferral Account balance.

    


    3.3 Accounting
      Device Only.
      The
      Deferral Account is solely a device for measuring amounts to be paid under
      this
      Amended Agreement. The Deferral Account is not a trust fund of any kind. The
      Director is a general unsecured creditor of the Bank for the payment of
      benefits. The benefits represent the mere promise by the Bank to pay such
      benefits. The Director’s rights are not subject in any manner to anticipation,
      alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or
      garnishment by the Director’s creditors.


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    ARTICLE
      4

    BENEFITS
      DURING LIFETIME

    


    4.1 Normal
      Retirement Benefit.
      Upon
      the Normal Retirement Date, the Bank shall pay to the Director the benefit
      described in this Section 4.1 instead of any other benefit under this Amended
      Agreement.

    


    
      	 	
              4.1.1

            	
              Amount
                of Benefit.
                The benefit under this Section 4.1 is the Deferral Account balance
                at the
                Director’s Normal Retirement Date.

            


    

    


    
      	 	
              4.1.2

            	
              Payment
                of Benefit.
                The Bank shall pay the benefit to the Director in the form elected
                by the
                Director in the Election Form, beginning with the month after the
                Director’s Normal Retirement Date. If the Director elects payment of the
                benefit as other than a lump sum, the Bank will continue to credit
                interest according to the formula of Section 3.1.3, compounded monthly,
                on
                the remaining account balance during any applicable installment
                period.

            


    

    


    4.2 Early
      Termination Benefit.
      Upon
      Separation from Service before the Normal Retirement Age for reasons other
      than
      death, Change in Control, or Disability, the Bank shall pay to the Director
      the
      benefit described in this Section 4.2 instead of any other benefit under this
      Amended Agreement.

    


    
      	 	
              4.2.1

            	
              Amount
                of Benefit.
                The benefit under this Section 4.2 is the Deferral Account balance
                at the
                Director’s Separation from Service.

            


    

    


    
      	 	
              4.2.2

            	
              Payment
                of Benefit.
                The Bank shall pay the benefit to the Director in the form elected
                by the
                Director in the Election Form, beginning with the month after the
                Director’s Normal Retirement Age. If the Director elects payment of the
                benefit as other than a lump sum, the Bank will continue to credit
                interest according to the formula of Section 3.1.3, compounded monthly,
                on
                the remaining account balance during any applicable installment
                period.

            


    

    


    4.3 Disability
      Benefit.
      If the
      Director terminates service because of Disability before the Normal Retirement
      Age, the Bank shall pay to the Director the benefit described in this Section
      4.3 instead of any other benefit under this Amended Agreement.

    


    
      	 	
              4.3.1

            	
              Amount
                of Benefit.
                The benefit under this Section 4.3 is the Deferral Account balance
                at the
                Director’s Separation from Service.

            


    

    


    
      	 	
              4.3.2

            	
              Payment
                of Benefit.
                The Bank shall pay the benefit to the Director in the form elected
                by the
                Director in the Election Form, beginning with the month after the
                Director’s Separation from Service. If the Director elects payment of the
                benefit as other than a lump sum, the Bank will continue to credit
                interest according to the formula of Section 3.1.3, compounded monthly,
                on
                the remaining account balance during any applicable installment
                period.

            


    

    


    4.4 Change
      in Control Benefit.
      If a
      Change in Control occurs after the date of this Amended Agreement, the Bank
      shall pay to the Director the benefit described in this Section 4.4 instead
      of
      any other benefit under this Amended Agreement and the Bank shall exercise
      its
      discretion to terminate this Amended Agreement.


    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    
      	 	
              4.4.1

            	
              Amount
                of Benefit.
                The benefit under this Section 4.4 is the Deferral Account balance
                on the
                date of the Change in Control.

            


    

    


    
      	 	
              4.4.2

            	
              Payment
                of Benefit.
                The Bank shall pay the benefit to the Director in a single 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
                9.11.

            


    

    


    4.5 Payout
      of Normal Retirement Benefit, Early Termination Benefit, or Disability Benefit
      after a Change in Control.
      If a
      Change in Control occurs when the Director is receiving benefits provided by
      Sections 4.1, 4.2, or 4.3 of this Amended Agreement, the Bank shall pay the
      remaining benefits to the Director in a single lump sum within three days after
      the Change in Control. The lump-sum payment shall be an amount equal to the
      Director’s Deferral Account balance remaining unpaid.

    


    4.6 Hardship
      Distribution.
      If the
      Director suffers an Unforeseeable Emergency and petitions for a hardship
      distribution, the Bank shall distribute to the Director all or a portion of
      the
      Deferral Account balance as necessary solely to satisfy the emergency (plus
      additional amounts necessary to pay taxes anticipated as a result of the
      emergency), but only to the extent the emergency is not relieved through
      reimbursement or compensated for by insurance or liquidation of the Director’s
      assets.

    


    4.7 One
      Benefit Only.
      Notwithstanding anything to the contrary contained in this Amended Agreement,
      the Director and his Beneficiary are entitled to one benefit only under this
      Amended Agreement, which shall be determined by the first event to occur that
      is
      dealt with by this Amended Agreement. Except as provided in Section 4.5,
      subsequent occurrence of events dealt with by this Amended Agreement shall
      not
      entitle the Director or his Beneficiary to other or additional benefits under
      this Agreement.

    


    4.8 No
      Distribution Sooner Than Is Allowed Under Section 409A. A
      Director’s Deferral Account shall be distributed as provided in this Article 4.
      Anything in this Amended Agreement or in an Election Form to the contrary
      notwithstanding, however, no portion of the Director’s Deferral Account shall be
      distributed sooner than is allowed under Code section 409A, including rules,
      regulations, and guidance of general applicability issued under section 409A
      by
      the Treasury Department or the Internal Revenue Service.

    


    4.9 Termination
      for Cause.
      Notwithstanding any provision of this Amended Agreement to the contrary, the
      Bank shall not pay any benefit under this Amended Agreement that exceeds the
      Director’s Deferrals (i.e.,
      the
      deferred compensation account balance under Section 3.1.1 and the amount
      deferred under Section 3.1.2, and specifically excluding interest earned on
      the
      Deferral Account) if Separation from Service is due to the Director’s actions
      resulting in Termination for Cause. The Director’s Deferrals shall be paid to
      the Director in a manner to be determined by the Bank. No interest shall be
      credited to the Deferrals during any applicable installment period.

    


    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    ARTICLE
      5

    DEATH
      BENEFITS

    


    5.1 Death
      During Active Service.
      If the
      Director dies while in the service of the Bank, the Bank shall pay to the
      Director’s beneficiary the early termination benefit described in Section 4.2
      instead of any other benefit under this Amended Agreement.

    


    5.2 Death
      During Payment of a Benefit.
      If the
      Director dies after any benefit payments have commenced under this Amended
      Agreement but before receiving all such payments, the Bank shall pay the
      remaining benefits to the Director’s beneficiary in a lump-sum distribution. The
      lump-sum distribution shall equal the Director’s Deferral Account as of the time
      of death.

    


    5.3 Death
      After Separation from Service But Before Benefit Payments
      Commence.
      If the
      Director is entitled to benefit payments under this Amended Agreement but dies
      before benefit payments commence, the Bank shall pay to the Director’s
      beneficiary the benefits to which the Director was entitled, except that the
      benefit payments shall be paid in a lump-sum distribution equal to the
      Director’s Deferral Account balance on the first day of the month after the date
      of the Director’s death.

    


    ARTICLE
      6

    BENEFICIARIES

    


    6.1 Beneficiary
      Designations.
      The
      Director shall have the right to designate at any time a Beneficiary to receive
      any benefits payable under this Amended Agreement upon the Director’s death. The
      Beneficiary designated under this Amended Agreement may be the same as or
      different from the beneficiary designation under any other benefit plan of
      the
      Bank in which the Director participates. The Director shall designate a
      Beneficiary by completing and signing the Beneficiary Designation Form and
      delivering it to the Plan Administrator or its designated agent. The Director’s
      Beneficiary designation shall be deemed automatically revoked if the Beneficiary
      predeceases the Director or if the Director names a spouse as Beneficiary and
      the marriage is subsequently dissolved.

    


    6.2 Beneficiary
      Designation Change.
      The
      Director 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 Director and accepted by the Plan Administrator before the
      Director’s death.

    


    6.3 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.

    


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


    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    6.5 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
      7

    CLAIMS
      AND REVIEW PROCEDURES

    


    7.1 Claims
      Procedure.
      Within
      90 days, the Bank shall notify in writing any person or entity that makes a
      written claim for benefits under this Amended Agreement (the “Claimant”) of the
      Claimant’s eligibility or noneligibility for benefits. If the Bank determines
      that the Claimant is not eligible for benefits or full benefits, the notice
      shall state (a) the specific reasons for such denial, (b) a specific reference
      to the provisions of this Amended Agreement on which the denial is based, (c)
      a
      description of any additional information or material necessary for the Claimant
      to perfect his or her claim, and a description of why it is needed, and (d)
      an
      explanation of this Amended Agreement’s claims review procedure and other
      appropriate information concerning the steps to be taken if the Claimant wishes
      to have the claim reviewed. If the Bank determines that there are special
      circumstances requiring additional time to make a decision, the Bank shall
      notify the Claimant of the special circumstances and the date by which a
      decision is expected to be made, and may extend the time for up to an additional
      90 days.

    


    7.2 Review
      Procedure.
      If the
      Claimant is determined by the Bank not to be eligible for benefits, or if the
      Claimant believes that he or she is entitled to greater or different benefits,
      the Claimant shall have the opportunity to have the claim reviewed by the Bank
      by filing a petition for review with the Bank within 60 days after receipt
      of
      the Bank’s notice. The petition shall state the specific reasons the Claimant
      believes entitle him or her to benefits or to greater or different benefits.
      Within 60 days after the Bank’s receipt of the petition, the Bank shall give the
      Claimant (and counsel, if any) an opportunity to present his or her position
      to
      the Bank verbally or in writing, and the Claimant (or counsel) shall have the
      right to review the pertinent documents. The Bank shall notify the Claimant
      of
      the Bank’s decision in writing within the 60-day period, stating specifically
      the basis of its decision, written in a manner to be understood by the Claimant,
      and the specific provisions of this Amended Agreement on which the decision
      is
      based. If, because of the need for a hearing, the 60-day period is not
      sufficient, the decision may be deferred for up to another 60 days at the
      election of the Bank, but notice of this deferral shall be given to the
      Claimant.

    


    ARTICLE
      8

    PLAN
      ADMINISTRATION

    


    8.1 Plan
      Administrator Duties.
      This
      Amended Agreement shall be administered by a Plan Administrator consisting
      of
      the board or such committee or persons as the board shall appoint. The Director
      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 Amended
      Agreement and (b) decide or resolve any and all questions, including
      interpretations of this Amended Agreement, as may arise in connection with
      the
      Amended Agreement.

    


    8.2 Agents.
      In the
      administration of this Amended 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

        
          

        

      

      
         

      

    

    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 Amended Agreement and the rules and regulations promulgated
      hereunder shall be final and conclusive and binding upon all persons having
      any
      interest in the Amended Agreement. No Director or Beneficiary shall be deemed
      to
      have any right, vested or unvested, regarding the continuing effect of any
      decision or action of the Plan Administrator.

    


    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 Amended 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 Director, and such other pertinent information as the Plan
      Administrator may reasonably require.

    


    8.6 Conformance
      with Section 409A.
      At all
      times during each Plan Year, this Amended Agreement shall be operated in
      accordance with the requirements of Code section 409A, including rules,
      regulations, and guidance of general applicability issued under section 409A
      by
      the Treasury Department or the Internal Revenue Service. Any action that may
      be
      taken (and, to the extent possible, any action actually taken) by the Plan
      Administrator shall not be taken (or shall be void and without effect), if
      such
      action violates the requirements of section 409A. Any provision in this Amended
      Agreement that is determined to violate the requirements of section 409A shall
      be void and without effect. In addition, any provision that is required to
      appear in this Amended Agreement that is not expressly set forth shall be deemed
      to be set forth herein, and the Amended Agreement shall be administered in
      all
      respects as if such provision were expressly set forth.

    


    ARTICLE
      9

    MISCELLANEOUS

    


    9.1 Amendment
      and Termination.
      This
      Amended Agreement may be amended or terminated solely by a written agreement
      signed by the Bank and by the Director. No amendment shall reduce the amount
      credited to the Director’s Deferral Account as of the date the amendment is
      adopted. However, the Bank may amend or terminate this Amended Agreement at
      any
      time if, because of legislative, judicial or regulatory action, continuation
      of
      the Amended Agreement would (a) cause benefits to be taxable to the Director
      before actual receipt, or (b) in the Bank’s judgment, result in significant
      financial penalties or other significantly detrimental consequences for the
      Bank
      (other than the financial impact of paying benefits). The Bank specifically
      reserves the right to amend this Amended Agreement as necessary to comply with
      Code section 409A, including rules, regulations, and guidance of general
      applicability issued under section 409A by the Treasury Department or the
      Internal Revenue Service. Except for the case of Termination for Cause, this
      Amended Agreement shall not be terminated unless the Deferral Account balance
      attributable to the Director’s Deferrals and interest credited on Deferrals is
      first paid to the Director or the Director’s Beneficiary.


    
      
         

      

      
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    9.2 Binding
      Effect.
      This
      Amended Agreement shall bind the Director and the Bank and their beneficiaries,
      survivors, executors, administrators, and transferees.

    


    9.3 No
      Guarantee of Employment.
      This
      Amended Agreement is not a contract for services. It does not give the Director
      the right to remain a director of the Bank, nor does it interfere with
      shareholders’ right to replace the Director. It also does not require the
      Director to remain an director nor interfere with the Director’s right to
      terminate services at any time.

    


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

    


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

    


    9.6 Applicable
      Law.
      This
      Amended Agreement and all rights hereunder shall be governed by the laws of
      Connecticut, except to the extent the laws of the United States of America
      otherwise require.

    


    9.7 Unfunded
      Arrangement.
      The
      Director and the Beneficiary are general unsecured creditors of the Bank for
      the
      payment of benefits under this Amended Agreement. The benefits represent the
      mere promise by the Bank to pay 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
      Director’s life is a general asset of the Bank to which the Director and the
      Beneficiary have no preferred or secured claim.

    


    9.8 Reorganization.
      The
      Bank shall not merge or consolidate into or with another Bank, or reorganize,
      or
      sell substantially all of its assets to another Bank, firm, or person unless
      such succeeding or continuing Bank, firm, or person agrees to assume and
      discharge the obligations of the Bank under this Amended Agreement. Upon the
      occurrence of such event, the term “Bank” as used in this Amended Agreement
      shall be deemed to refer to the successor or survivor Bank.

    


    9.9 Entire
      Agreement.
      This
      Amended Agreement constitutes the entire agreement between the Bank and the
      Director concerning the subject matter hereof. No rights are granted to the
      Director under this Amended Agreement other than those specifically set forth.
      This Amended Agreement supersedes and replaces in its entirety the Amended
      Director Deferred Compensation Agreement dated as of January 23, 2002 between
      the Director and the Bank, and from and after the date of this Amended Agreement
      the January 23, 2002 Amended Director Deferred Compensation Agreement shall
      be
      of no further force or effect.

    


    9.10 Tax
      Consequences.
      The
      Bank does not insure or guarantee the tax consequences of payments provided
      hereunder for matters beyond its control, and the Director certifies that his
      decision to reduce and defer receipt of his compensation is not due to any
      reliance upon financial, tax or legal advice given by the Bank, and of its
      employees, agents, accountants or legal advisors.


    
      
         

      

      
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    9.11 Payment
      of Legal Fees.
      The
      Bank is aware that after a Change in Control management of the Bank could cause
      or attempt to cause the Bank to refuse to comply with its obligations under
      this
      Amended Agreement, or could institute or cause or attempt to cause the Bank
      to
      institute litigation seeking to have this Amended Agreement declared
      unenforceable, or could take or attempt to take other action to deny Director
      the benefits intended under this Amended Agreement. In these circumstances,
      the
      purpose of this Amended Agreement would be frustrated. It is the intention
      of
      the Bank that the Director not be required to incur the expenses associated
      with
      the enforcement of his rights under this Amended 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 Director
      hereunder. It is the intention of the Bank that the Director not be forced
      to
      negotiate settlement of his rights under this Amended Agreement under threat
      of
      incurring expenses. Accordingly, if after a Change in Control occurs it appears
      to the Director that (a) the Bank has failed to comply with any of its
      obligations under this Amended Agreement, or (b) the Bank or any other person
      has taken any action to declare this Amended Agreement void or unenforceable,
      or
      instituted any litigation or other legal action designed to deny, diminish,
      or
      to recover from the Director the benefits intended to be provided to the
      Director hereunder, the Bank irrevocably authorizes the Director from time
      to
      time to retain counsel of his choice, at the expense of the Bank as provided
      in
      this Section 9.11, to represent the Director 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
      Director under this Section 9.11, the Bank irrevocably consents to the Director
      entering into an attorney-client relationship with that counsel, and the Bank
      and the Director agree that a confidential relationship shall exist between
      the
      Director and that counsel. The fees and expenses of counsel selected from time
      to time by the Director as provided in this section shall be paid or reimbursed
      to the Director by the Bank on a regular, periodic basis upon presentation
      by
      the Director of a statement or statements prepared by such counsel in accordance
      with such counsel’s customary practices, up to a maximum aggregate amount of
      $100,000, whether suit be brought or not, and whether or not incurred in trial,
      bankruptcy, or appellate proceedings. The Bank’s obligation to pay the
      Director’s legal fees provided by this Section 9.11 operates separately from and
      in addition to any legal fee reimbursement obligation the Bank may have with
      the
      Director under any separate employment, severance, or other agreement between
      the Director and the Bank.

    


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

    


    9.13 Waiver.
      A
      waiver by either party of any of the terms or conditions of this Amended
      Agreement in any one instance shall not be considered a waiver of such terms
      or
      conditions for the future, or of any subsequent breach thereof. All remedies,
      rights, undertakings, obligations, and agreements contained in this Amended
      Agreement shall be cumulative, and none of them shall be in limitation of any
      other remedy, right, undertaking, obligation or agreement of either
      party.


    
      
         

      

      
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    9.14 Headings.
      The
      heading in this Amended Agreement are for convenience only and shall not affect
      the interpretation or construction of the Amended Agreement or any of its
      provisions.


    
       

    

    9.15 Notice.
      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. Unless otherwise changed by notice, notice shall be properly addressed
      to the Director if addressed to the address of the Director 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.

    


    In
      Witness Whereof,
      the
      Director and a duly authorized Bank officer have executed this Second Amended
      Director Deferred Compensation Agreement as of the date first written above.
      

    


    
      	
              DIRECTOR:

            	
              NEWMIL
                BANK:

            
	 	 
	 	 
	
              /s/
                Anthony M. Rizzo Sr.

            	
              By:  
                /s/
                Francis J. Wiatr

            
	
              Anthony
                M. Rizzo Sr.

            	
              Francis
                J. Wiatr

            
	 	
              Its:
                Chairman, President & CEO

            




    
      
         

      

      
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