EXHIBIT 10.11

                    SAVINGS INSTITUTE BANK AND TRUST COMPANY
                           CHANGE IN CONTROL AGREEMENT

      This  AGREEMENT  ("Agreement")  is hereby entered into as of September 30,
2004, by and between  Savings  Institute Bank and Trust Company (the "Bank"),  a
federally-chartered  savings bank with its principal offices at 803 Main Street,
Willimantic,  Connecticut 06226,  Sonia M. Dudas  ("Executive") and SI Financial
Group, Inc. (the "Company"),  a federally-chartered  corporation and the holding
company of the Bank, as guarantor.

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

      WHEREAS,  Executive and the Board of Directors of the Bank desire to enter
into an  agreement  setting  forth the terms and  conditions  of payments due to
Executive  in the  event of a change  in  control  and the  related  rights  and
obligations of each of the parties.

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

1.    Term of Agreement.

      (a)   The term of this Agreement shall be (i) the initial term, consisting
of the period  commencing on the date of this Agreement (the  "Effective  Date")
and ending on the second  anniversary of the Effective  Date,  plus (ii) any and
all extensions of the initial term made pursuant to this Section 1.

      (b)   Commencing  on the  first  anniversary  of the  Effective  Date  and
continuing each anniversary date thereafter,  the Board of Directors of the Bank
(the  "Board  of  Directors")  may  extend  the  term of this  Agreement  for an
additional  one (1) year  period  beyond  the then  effective  expiration  date,
provided that  Executive  shall not have given at least sixty (60) days' written
notice of his desire that the term not be extended.

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

2.    Change in Control.

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


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voluntarily  terminate  his  employment  at any  time  during  the  term of this
Agreement following an event constituting "Good Reason."

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

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

            (ii)  a  reduction  by  the  Bank  or  Executive's  employer  of the
                  Executive's  base  salary in effect  immediately  prior to the
                  Change in Control;

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

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

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

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

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

            (ii) Acquisition of Significant  Share Ownership:  There is filed or
            required  to be filed a report on  Schedule  13D or another  form or
            schedule  (other than


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            Schedule  13G)  required  under  Sections  13(d)  or  14(d)  of  the
            Securities  Exchange Act of 1934, if the schedule discloses that the
            filing  person or persons  acting in concert  has or have become the
            beneficial  owner of 25% or more of a class of the Company's  voting
            securities,  but this  clause  (b)  shall  not  apply to  beneficial
            ownership of Company  voting shares held in a fiduciary  capacity by
            an entity of which the Company  directly or indirectly  beneficially
            owns 50% or more of its outstanding voting securities.

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

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

      Notwithstanding  anything in this  Agreement to the contrary,  in no event
shall the  reorganization  of the Bank from the mutual  holding  company form of
organization to the full stock holding  company form of organization  (including
the elimination of the mutual holding company)  constitute a "Change in Control"
for purposes of this Agreement.

      (c)   Executive shall not have the right to receive  termination  benefits
pursuant to Section 3 hereof  upon  termination  for Just Cause.  The term "Just
Cause"  shall mean  termination  because  of  Executive's  personal  dishonesty,
incompetence,  willful  misconduct,  any  breach  of  fiduciary  duty  involving
personal profit, intentional failure to perform stated duties, willful violation
of  any  law,  rule,  regulation  (other  than  traffic  violations  or  similar
offenses), final cease and desist order, or any material breach of any provision
of this Agreement.  Notwithstanding the foregoing, Executive shall not be deemed
to have been  terminated  for Just Cause  unless and until there shall have been
delivered to him a copy of a resolution duly adopted by the affirmative  vote of
a majority of the entire  membership  of the Board of  Directors at a meeting of
the Board of Directors called and held for that purpose (after reasonable notice
to Executive and an  opportunity  for him,  together  with counsel,  to be heard
before the Board of  Directors),  finding that in the good faith  opinion of the
Board of Directors,  Executive was guilty of conduct justifying  termination for
Just Cause and specifying the particulars thereof in detail. Executive shall not
have the right to receive  compensation  or other  benefits for any period after
termination  for Just  Cause.  During  the period  beginning  on the date of the
Notice of  Termination  for Just Cause  pursuant to Section 4 hereof through the
Date of  Termination,  stock options granted to Executive under any stock option
plan shall not be  exercisable  nor shall any unvested  stock awards  granted to
Executive  under  any  stock  benefit  plan  of the  Bank,  the  Company  or any
subsidiary or affiliate  thereof,  vest. At the Date of Termination,  such stock
options and any such


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unvested stock awards shall become null and void and shall not be exercisable by
or delivered to Executive at any time  subsequent to such  termination  for Just
Cause.

3.    Termination Benefits.

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

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

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

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

4.    Notice of Termination.

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


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

5.    Source of Payments.

      All payments  provided in this  Agreement  shall be timely paid in cash or
check from the general funds of the Bank. The Company, however,  unconditionally
guarantees  payment and  provision of all amounts and benefits due  hereunder to
Executive  and, if such  amounts and  benefits  due from the Bank are not timely
paid or  provided  by the  Bank,  such  amounts  and  benefits  shall be paid or
provided by the Company.

6.    Effect on Prior Agreements and Existing Benefit Plans.

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

7.    No Attachment.

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

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

8.    Modification and Waiver.

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

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


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9.    Severability.

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

10.   Headings for Reference Only.

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

11.   Governing Law.

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

12.   Arbitration.

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

13.   Payment of Legal Fees.

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

14.   Indemnification.

      The  Company or the Bank shall  provide  Executive  (including  his heirs,
executors and  administrators)  with coverage  under a standard  directors'  and
officers'  liability  insurance  policy  at  its  expense  and  shall  indemnify
Executive (and his heirs,  executors and  administrators)  to the fullest extent
permitted under  applicable law against all expenses and liabilities  reasonably
incurred  by him in  connection  with  or  arising  out of any  action,  suit or
proceeding  in which he may be  involved by reason of his having been a director
or  officer of the  Company or the Bank


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(whether  or not he  continues  to be a  director  or  officer  at the  time  of
incurring  such  expenses or  liabilities),  such  expenses and  liabilities  to
include, but not be limited to, judgments,  court costs, attorneys' fees and the
cost of reasonable settlements.

15.   Successors to the Bank and the Company.

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

16.   Required Provisions.

      In the event any of the  foregoing  provisions  of this  Section 16 are in
conflict with the terms of this Agreement, this Section 16 shall prevail. 18.

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

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

      c.    If  Executive  is  removed  and/or   permanently   prohibited   from
            participating  in the  conduct  of the  Bank's  affairs  by an order
            issued  under  Section  8(e)(4) or 8(g)(1)  of the  Federal  Deposit
            Insurance  Act,  12  U.S.C.   Section   1818(e)(4)  or  (g)(1),  all
            obligations  of the Bank under this contract  shall  terminate as of
            the  effective  date  of  the  order,   but  vested  rights  of  the
            contracting parties shall not be affected.

      d.    If the Bank is in  default  as  defined  in  Section  3(x)(1) of the
            Federal  Deposit  Insurance  Act, 12 U.S.C.  Section  1813(x)(1) all
            obligations  of the Bank under this contract  shall  terminate as of
            the date of default,  but this paragraph shall not affect any vested
            rights of the contracting parties.

      e.    All obligations  under this contract shall be terminated,  except to
            the extent determined that continuation of the contract is necessary
            for the continued


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            operation  of the  Bank:  (i) by the  Director  of the  OTS  (or his
            designee), at the time the FDIC or the Resolution Trust Corporation,
            at the time the FDIC enters into an agreement to provide  assistance
            to or on behalf of the Bank under the authority contained in Section
            13(c) of the  Federal  Deposit  Insurance  Act,  12  U.S.C.  Section
            1823(c); or (ii) by the Director of the OTS (or his designee) at the
            time the Director (or his designee) approves a supervisory merger to
            resolve  problems  related to the operations of the Bank or when the
            Bank is  determined  by the  Director  to be in an unsafe or unsound
            condition.  Any  rights of the  parties  that have  already  vested,
            however, shall not be affected by such action.

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


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                                   SIGNATURES

      IN  WITNESS  WHEREOF,  Savings  Institute  Bank and Trust  Company  and SI
Financial Group,  Inc. have caused this Agreement to be executed and their seals
to be affixed  hereunto by their duly  authorized  officers,  and  Executive has
signed this Agreement, on the 30th day of September, 2004.

ATTEST:                                    SAVINGS INSTITUTE BANK AND
                                           TRUST COMPANY


/s/ Sandra M. Mitchell                     By: /s/ Rheo A. Brouillard
----------------------------                   ---------------------------------
Corporate Secretary                            For the Entire Board of Directors

ATTEST:                                    SI FINANCIAL GROUP, INC.
                                                  (Guarantor)


/s/ Sandra M. Mitchell                     By: /s/ Rheo A. Brouillard
----------------------------                   ---------------------------------
Corporate Secretary                            For the Entire Board of Directors

           [SEAL]

WITNESS:                                   EXECUTIVE

/s/ Sandra M. Mitchell                     /s/ Sonia M. Dudas
----------------------------               -------------------------------------
Corporate Secretary                        Sonia M. Dudas


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