CHANGE
      IN CONTROL AGREEMENT

    


    AGREEMENT,
      made
      as
      of July 31, 2006, by and between VALLEY BANK, a banking corporation organized
      and existing by virtue of the laws of the State of Connecticut (the “Bank”) and
      DONALD G. LORUSSO, the “Employee”).

    


    WHEREAS,
      Employee is currently rendering services to the Bank as its Senior Vice
      President.

    


    WHEREAS,
      the
      Bank considers the performance and dedication of its management team to be
      significant for its overall corporate strategy and to be essential to protecting
      and enhancing the best interests of the Bank; and

    


    WHEREAS,
      the
      banking industry is a dynamic one with independent public institutions like
      the
      Bank subject to unexpected changes in ownership; and

    


    WHEREAS,
      the
      performance by Employee of services to the Bank may be negatively affected
      by
      his uncertainty over the possibility of a change in ownership of the Bank and
      possible affect thereof on his employment with the Bank; and

    


    WHEREAS,
      the
      Bank wishes to mitigate the fears of Employee regarding a potential Bank
      ownership change, so as to avoid a negative effect on his performance of
      services to the Bank, and in that interest the Bank desires to afford certain
      protection to Employee in the event of dismissal or substantial change in duties
      or compensation upon the occurrence of certain events as specified
      herein.

    


    NOW,
      THEREFORE,
      to
      further the above recited corporate objective, and for other good and valuable
      consideration, the receipt and adequacy of which each party hereby acknowledges,
      the Bank and the Employee agree as follows:

    


    
      	
              1.

            	
              (a)

            	
              The
                term of this Agreement shall be from July 1, 2006 until July 1, 2007,
                subject to renewal and extension as provided for in subparagraph
                (1) (b)
                hereof. Such period, as from time to time renewed, is referred to
                herein
                as the “term hereof”.

            
	 	 	 
	 	
              (b)

            	
              On
                each July 1st
                commencing in 2007 (a “Renewal Date”), this Agreement shall be
                automatically renewed for an additional year, so that after such
                extension, this Agreement shall have a term ending one (1) year after
                such
                Renewal Date, unless prior to such Renewal Date either party hereto
                shall
                have given notice to the other that such renewal shall not take place
                (but
                no such notice shall have the effect of terminating this Agreement
                prior
                to the expiration of one (1) year from and after the Effective Date
                hereof); provided, however, that upon the occurrence of any Change
                in
                Control Event (as defined in paragraph 2 hereof) during the term
                hereof,
                this Agreement shall be automatically extended for the one period
                following the date of Change of
                Control.

            


    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              2.

            	
              Should
                at any time there occur any one of the following events (any one
                of which
                shall be referred to as a “Change in Control Event”):

            
	 	 	 
	 	
              (a)

            	
              Any
                person shall become the beneficial owner, directly or indirectly,
                of
                securities representing 20 percent or more of the combined voting
                power of
                the then outstanding securities of the Bank (as used in this subparagraph
                (a), the term “beneficial ownership” shall have the meaning ascribed to
                that term from time to time under the rules and regulations promulgated
                by
                the Federal Deposit Insurance Corporation (“FDIC”) (currently codified at
                12 C.F.R. Section 335.403 or any similar, successor statute and rules);
                a
                “person” shall include any natural person, corporation, partnership,
                trust, association or any group of persons, whose ownership of the
                Bank’s
                securities would be required to be reported collectively pursuant
                to rules
                and regulations of the FDIC; and “affiliate” shall mean a person that
                directly, or indirectly through one or more intermediaries, controls,
                or
                is controlled by, or is under common control with, the person specified,
                pursuant to the rules and regulations of the FDIC.

            
	 	 	 
	 	
              (b)

            	
              The
                Bank shall be a party to any merger or consolidation with another
                corporation, association or business entity, which merger or consolidation
                shall be consummated or shall sell, exchange or transfer all or
                substantially all of its respective assets to some other person (as
                “person” is defined in subparagraph (a), above), except in any such case
                in a transaction in which immediately after such merger or consolidation
                or such sale, exchange or transfer, the shareholders of the Bank,
                in their
                capacities as such and as a result thereof, shall own at least 50
                percent
                in voting power of the then outstanding securities of the Bank or
                of any
                surviving corporation or business entity pursuant to any such merger
                (or
                of its parent), the consolidated corporation or business entity in
                any
                such consolidation or of all the persons or their parents to which
                such
                sale, exchange or transfer of assets is made; or

            
	 	 	 
	 	
              (c)

            	
              The
                Bank shall cease to be a publicly owned corporation; or

            
	 	 	 
	 	
              (d)

            	
              During
                the period of one year, individuals who at the beginning of any such
                period constitute the Directors of the Bank shall have ceased for
                any
                reason to constitute at least a majority thereof unless the election,
                or
                the nomination for election by the Bank’s shareholders, of each new
                director of the Bank was approved by a vote of at least two-thirds
                of the
                Directors of the Bank then still in office who were Directors of
                the Bank
                at the beginning of such period, provided, that a majority is composed
                of
                Directors who were Directors before the occurrence of an event which
                would
                otherwise constitute a Change in Control Event (the “Continuing
                Directors”), together with any Directors whose election was approved by
                amajority of the Continuing Directors in office at that time, may
                specifically determine in the good faith exercise of their judgment
                that
                such event does not constitute a Change in Control Event because
                it is not
                likely to change the existing management, personnel or management
                policies
                of the Bank;

            


    

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    
      	
            	
              then
                (i) if in any such case within one (1) year thereafter there shall
                be a
                termination of Employee’s employment other than for Good Cause as defined
                in paragraph 3, or (ii) if within one (1) year thereafter the Employee
                terminates his employment for Good Reason as defined in paragraph
                4, then
                in either such case the Bank shall, subject to the restriction contained
                in paragraph 5 thereof:

            
	 	 	 
	 	
              (A)

            	
              within
                fifteen (15) days of such termination, make a cash payment to the
                Employee
                in an amount equal to three (3) times Employee’s Annual Compensation as
                defined below in this paragraph less one dollar and minus any and
                all cash
                compensation that has actually been paid to Employee following the
                Change
                in Control Event by the Bank or its successor; and

            
	 	 	 
	 	
              (B)

            	
              maintain
                and provide for a period ending at the earlier of (i) one (1) year
                after
                the date of termination of the Employee’s employment, or (ii) the date of
                Employee’s full-time employment by another employer (provided that
                Employee is entitled under the terms of such employment to benefits
                substantially similar to those described in this subparagraph (B),
                at a
                cost to Employee not greater than it would have been had he continued
                as
                an employee at the Bank), Employee’s continued participation in all group
                insurance, life insurance, health and accident, disability and other
                employee benefit plans, programs and arrangements (other than any
                retirement benefit plan, program or arrangement) in which the Employee
                was
                entitled to participate immediately prior to the date of termination,
                provided that the Employee’s continued participation is possible under the
                general terms and provisions of such plans, programs and
                arrangements.

            
	 	 	 
	
              Unless
                otherwise prohibited under paragraph 5 hereof, in the event that
                the
                Employee’s participation in any plan, program or arrangement as provided
                in subparagraph (B) above is barred, or any such plan, program or
                arrangement is discontinued or the benefits thereunder are materially
                reduced, during such period the Bank shall arrange to provide Employee
                with, or reimburse Employee for his cost of obtaining, benefits
                substantially similar to those which the Employee was entitled to
                receive
                under such plans, programs and arrangements (other than any retirement
                benefit plan, program or arrangement) immediately prior to the date
                of
                termination. At the end of the period of coverage hereinabove provided
                for, the Employee shall have apportionment of prepaid premiums, any
                assignable insurance owned by the Bank and relating specifically
                to the
                Employee. 

            


    

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    
      	
              For
                purposes of this Agreement, Employee’s “Annual Compensation” shall be
                deemed to mean the greater of (i) the annual base salary and average
                bonus
                for the past three years of Employee as in effect on the date of
                the
                occurrence of the Change of Control Event immediately preceding Employee’s
                termination, or (ii) the annual base salary and projected bonus
                compensation of Employee as of the date of termination of Employee’s
                employment. Employee’s annual base salary for purposes of calculating
                Employee’s Annual Compensation shall include any annual base salary paid
                to Employee by any Subsidiary (as defined in subparagraph 9(d) hereof).
                

            
	 	 	 
	
              3.

            	
              For
                purposes of this Agreement, termination of the Employee by the Bank
                for
                “Good Cause” shall mean termination only by reason of one or more of the
                following occurrences:

            
	 	 	 
	 	
              (a)

            	
              His
                conviction, by a court of competent jurisdiction, of a crime involving
                moral turpitude, whether or not committed during the term hereof;
                or

            
	 	 	 
	 	
              (b)

            	
              His
                commission of an act of fraud upon, or materially evidencing bad
                faith
                toward, the Bank; or

            
	 	 	 
	 	
              (c)

            	
              A
                willful breach by him of any material duty or obligation imposed
                upon him
                under the terms of his employment with the Bank, as to which breach
                the
                Bank shall have given him thirty (30) days’ notice, and which breach shall
                not have been cured within such thirty-day period; or

            
	 	 	 
	 	
              (d)

            	
              His
                inability, by reason of physical or mental disability, to carry out
                the
                normal and usual duties of his employment for six (6) consecutive
                months.
                Such disability shall, in the event of a dispute between Employee
                and the
                Bank concerning Employee’s physical or mental ability to perform his
                duties, be finally determined by a competent physician mutually agreeable
                to both parties; or

            
	 	 	 
	 	
              (e)

            	
              His
                breach of a fiduciary duty to the Bank or violation of any banking
                law or
                regulation.

            
	 	 	 
	 	
              (f)

            	
              For
                purposes of this paragraph 3, no act, or failure to act, on Employee’s
                part shall be considered, “willful” unless done, or omitted to be done, by
                Employee not in good faith and without reasonable belief that Employee’s
                action or omission was in the best interest of the Bank; provided
                that any
                act or omission to act on the Employee’s behalf in reliance upon an
                opinion of counsel to the Bank or counsel to the Employee received
                prior
                to such act or omission to act shall not be deemed to be
                willful.

            
	 	 	 
	
              4.

            	
              For
                purposes of this Agreement, termination by the Employee of his employment
                for “Good Reason” shall mean:

            


    

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    
      	 	
              (a)

            	
              The
                assignment of duties to the Employee by the Bank or a Subsidiary
                which (i)
                are materially inferior to the Employee’s duties immediately prior to a
                Change in Control Event, or (ii) result in the Employee having
                significantly less authority and/or responsibility than he had prior
                to a
                Change in Control Event, without his express written consent;
                or

            
	 	 	 
	 	
              (b)

            	
              The
                removal of the Employee from, or any failure to reelect him to, the
                position(s) held by Employee immediately prior to a Change in Control
                Event, except in connection with a termination of his employment
                by the
                Bank or a Subsidiary for Good Cause; or 

            
	 	 	 
	 	
              (c)

            	
              A
                reduction by the Bank or a Subsidiary of the Employee’s base salary as in
                effect on the date of a Change in Control Event or as the same may
                be
                increased from time to time thereafter; or 

            
	 	 	 
	 	
              (d)

            	
              The
                relocation of the Bank’s principal executive offices to a location outside
                of the Bristol, Connecticut area, or the Bank’s or a Subsidiary’s
                requiring the Employee to be located anywhere other than the Bank’s
                principal executive offices except for required travel on business
                to an
                extent substantially consistent with his business travel obligations
                at
                the time this Agreement was entered into, or, in the event the Employee
                consents to any such relocation of the Bank’s executive offices, the
                failure by the Bank or a Subsidiary to pay (or reimburse him for)
                all
                reasonable moving expenses incurred by him relating to a change in
                his
                principal residence in connection with such relocation and to indemnify
                him against any loss realized in the sale of his principal residence
                in
                connection with any such change of residence; or 

            
	 	 	 
	 	
              (e)

            	
              The
                failure of the Bank or a Subsidiary to provide the Employee with
                substantially the same fringe benefits (including paid vacations)
                that
                were provided to him immediately prior to a Change in Control Event,
                or
                with a package of fringe benefits that, though one or more of such
                benefits may vary from those in effect immediately prior to a Change
                in
                Control Event, is substantially comparable in all material respects
                to
                such fringe benefits taken as a whole; or 

            
	 	 	 
	 	
              (f)

            	
              The
                failure of the Bank or a Subsidiary to obtain the assumption of an
                agreement to perform this Agreement by any successor as contemplated
                in
                subparagraph 9(b) (ii) hereof.

            
	 	 	 
	
              5.

            	
              Nothing
                in this Agreement shall be interpreted as requiring the Bank to make
                payments which would constitute a prohibited excess parachute payment
                pursuant to Section 280G of the Internal Revenue Code or which would
                be in
                violation of restrictions imposed, if any, pursuant to Section 18
                of the
                Federal Deposit 

            


    

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    
      	 	
              Insurance
                Act. The Employee expressly disclaims any right to a payment, which
                would
                be so prohibited.

            
	 	 	 
	
              6.

            	
              Employee
                acknowledges that he relies for the payments to be made to him hereunder
                solely upon the contractual obligations herein undertaken by the
                Bank and
                solely as a general creditor of the Bank. The parties acknowledge
                that
                Employee shall have no right to receive any payments or benefits
                except at
                the time, in the amounts, and in the manner herein provided, all
                of which
                are essential terms of this Agreement and essential considerations
                to the
                Bank in obligating itself to make the payments herein
                provided.

            
	 	 	 
	
              7.

            	
              A
                waiver by either party of any of the terms and conditions of this
                Agreement in any instance shall not be deemed or construed to be
                a waiver
                of such terms or conditions for the future, or of any subsequent
                breach
                thereof.

            
	 	 	 
	
              8.

            	
              Any
                and all notices required or permitted to be given hereunder shall
                be in
                writing and shall be deemed to have been given when deposited in
                the
                United States mails, certified or registered mail, postage prepaid
                and
                addressed as follows:

            


    

    


    
      	 	
              To
                Employee:

            	
              Donald
                G. Lorusso

            
	 	 	
              100
                Pacer Lane

            
	 	 	
              Southington,
                CT 06489

            
	 	 	 
	 	
              To
                the Bank:

            	
              President\CEO

            
	 	 	
              Valley
                Bank

            
	 	 	
              Four
                Riverside Avenue

            
	 	 	
              Bristol,
                CT 06010

            


    

    


    
      	 	
              Either
                party may change by notice the address to which notices to him or
                it are
                to be addressed.

            
	 	 	 
	
              9.

            	
              (a)

            	
              Employee
                shall not have any right to commute, encumber or dispose of the right
                to
                receive payment hereunder or of the right to receive any of the benefits
                provided for hereunder.

            
	 	 	 
	 	
              (b)

            	
              The
                Bank may: (i) remaining obligated with respect to this Agreement,
                cause
                its obligations hereunder to be performed by a Subsidiary or Subsidiaries,
                in whole or in part, and may, to the extent provided herein, cause
                Employee to be assigned duties with respect to any such Subsidiary
                or
                Subsidiaries; (ii) assign this Agreement and its right hereunder
                in whole,
                but not in part, to any bank, corporation or other entity with or
                into
                which it may hereafter merge or consolidate or to which it may transfer
                all or substantially all of its respective assets, if in any such
                case
                such bank, corporation or other entity shall by operation of law
                or
                expressly in writing assume
                all liabilities of the Bank hereunder as fully as if it had been
                originally named the Bank herein; but may not otherwise assign this
                Agreement or its rights hereunder.


            


    

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    
      	 	
              (c)

            	
              This
                Agreement does not constitute an agreement for the employment of
                Employee
                and shall not give Employee any right to be retained in the service
                or
                employ of the Bank or any Subsidiary. The Bank and its Subsidiaries
                retain
                the right to discharge Employee at any time (provided that Employee
                is an
                employee of such institution) at will, with or without cause, as
                if this
                Agreement had never been entered into; provided, however, that upon
                any
                such termination and discharge following a Change in Control Event
                Employee shall be entitled to the benefits of this Agreement, if
                any,
                payable or to be provided in connection with such
                termination.

            
	 	 	 
	 	
              (d)

            	
              For
                purposes of this Agreement, the term “Subsidiary” means a bank,
                corporation or other entity at least 50 percent of the total combined
                voting power of all classes of stock of which is owned by the Bank,
                either
                directly or through one or more subsidiaries.

            
	 	 	 
	 	
              (e)

            	
              Nothing
                herein contained shall affect the terms and conditions of any other
                written agreement between Employee and the Bank or any
                Subsidiary.

            
	 	 	 
	
              10.

            	
              If
                any provision of this Agreement, as applied to either party or to
                any
                circumstances, shall be adjudged by a court to be void or unenforceable,
                the same shall in no way affect any other provision of this Agreement
                or
                the applicability of such provision to any other
                circumstance.

            
	 	 	 
	
              11.

            	
              This
                Agreement may not be varied, altered, modified, changed, or in any
                way
                amended except by an instrument in writing, executed by the parties
                hereto
                or their legal representatives.

            


    

    


    


    


    


    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    IN
      WITNESS WHEREOF,
      the
      parties have executed this Agreement as the day and year above
      written.

    


    


    EMPLOYEE

    


    


    /s/
      Donald G. LoRusso

    DONALD
      G.
      LORUSSO

    


    


    


    VALLEY
      BANK

    


    


    By:
      /s/ Robert L. Messier, Jr.

    ROBERT
      L.
      MESSIER, JR.

    Its:
      President & CEO

    


    


    
      
         

      

      
        8