EXHIBIT 2.1

PLAN OF REORGANIZATION AND MINORITY
STOCK ISSUANCE

NAUGATUCK VALLEY SAVINGS AND LOAN, S.B.

NAUGATUCK, CONNECTICUT

Adopted as of May 17, 2004 and
Amended and Restated as of June 15, 2004

TABLE OF CONTENTS

PAGE
----

1. Introduction.................................................................. 1

2. Definitions................................................................... 2

3. General Procedure for the Reorganization...................................... 6

3A. Establishment and Funding of Charitable Foundation............................ 11

4. Total Number of Shares and Purchase Price of Conversion Stock................. 12

5. Subscription Rights of Eligible Account Holders (First Priority).............. 13

6. Subscription Rights of Tax-qualified Employee Stock Benefit
Plans (Second Priority).................................................... 14

7. Subscription Rights of Supplemental Eligible Account Holders
(Third Priority)........................................................... 14

8. Subscription Rights of Other Members (Fourth Priority)........................ 15

9. Community Offering, Syndicated Community Offering and
Other Offerings............................................................ 15

10. Limitations on Subscriptions and Purchases of Conversion Stock................ 17

11. Timing of Subscription Offering; Manner of Exercising Subscription
Rights and Order Forms..................................................... 20

12. Payment for Conversion Stock.................................................. 22

13. Account Holders in Nonqualified States or Foreign Countries................... 23

14. Voting Rights of Shareholders................................................. 23

15. Transfer of Deposit Accounts.................................................. 23

16. Requirements Following Conversion for Registration, Market Making and
Stock Exchange Listing..................................................... 24

17. Directors and Officers of the Bank............................................ 24

18. Requirements for Stock Purchases by Directors and Officers
Following the Reorganization............................................... 24

19. Restrictions on Transfer of Stock............................................. 24

20. Restrictions on Voting Holding Company Stock.................................. 25

21. Adoption of Federal Stock Charter and Bylaws.................................. 25

22. Tax Rulings or Opinions....................................................... 25

23. Stock Compensation Plans...................................................... 26

24. Dividend and Repurchase Restrictions on Stock................................. 26

25. Payment of Fees to Brokers.................................................... 26

26. Effective Date................................................................ 27

27. Amendment or Termination of the Plan.......................................... 27

28. Interpretation of the Plan.................................................... 27

1. INTRODUCTION.

For purposes of this section, all capitalized terms have the meanings
ascribed to them in Section 2.

The Board of Directors of the Bank has unanimously adopted this Plan of
Reorganization and Minority Stock Issuance pursuant to which the Bank will
reorganize into a mutual holding company structure under the laws of the United
States. This Plan is being adopted in connection with the Bank's adoption of a
separate Plan of Charter Conversion pursuant to which the Bank will convert from
a Connecticut-chartered mutual savings bank to a federal mutual savings bank. It
is intended that the Charter Conversion will occur immediately or as soon as
practicable prior to the Reorganization. As a result, this Plan has been drafted
and should be interpreted assuming the Bank is in the federal mutual savings
bank form of organization and the Charter Conversion has been consummated. As
part of the Reorganization and in accordance with this Plan, a mutual holding
company to be known as Naugatuck Valley Mutual Holding Company (the "MHC") will
be established, as well as Naugatuck Valley Financial Corporation (the "Holding
Company"), which will be a federal corporation. In addition, a
federally-chartered stock savings bank, which will be named Naugatuck Valley
Savings and Loan, will also be established. The Holding Company will be a
majority-owned subsidiary of the MHC at all times so long as the MHC remains in
existence, and the Bank will be a wholly-owned subsidiary of the Holding
Company. The Plan also provides that non-transferable subscription rights to
purchase up to 49.9% of the common stock of the Holding Company ("Conversion
Stock") shall be granted to certain deposit account holders of the Bank pursuant
to the Plan and in accordance with the regulations of the OTS. This
Reorganization and the Offerings will permit the Bank to control the amount of
capital being raised to enable the Bank to more prudently deploy the proceeds,
while at the same time enabling the Bank to: (1) support future lending and
operational growth, including branching activities and acquisitions of other
financial institutions or financial services companies; (2) increase its ability
to render services to the communities it serves; (3) compete more effectively
with commercial banks and other financial institutions for new business
opportunities; and (4) increase its equity capital base and access the capital
markets when needed.

In furtherance of the Bank's commitment to its community, the Plan
provides for the establishment of a charitable foundation as part of the
Reorganization and Offerings. The charitable foundation is intended to
complement the Bank's existing community reinvestment activities in a manner
that will allow the Bank's local communities to share in the growth and
profitability of the Holding Company and the Bank over the long term. Consistent
with the Bank's goal, the Holding Company intends to donate to the charitable
foundation immediately following the Offerings a number of shares of its
authorized but unissued Holding Company Common Stock in an amount up to 2% of
the Holding Company Common Stock issued in the Offerings and to the MHC in the
Reorganization.

This Plan is subject to the approval of the OTS and must be adopted by
at least a majority of the total number of outstanding votes eligible to be cast
by Voting Members at the Special Meeting.

2. DEFINITIONS.

As used in this Plan, the terms set forth below have the following
meaning:

ACTING IN CONCERT means (i) knowing participation in a joint activity
or interdependent conscious parallel action towards a common goal whether or not
pursuant to an express agreement or understanding; or (ii) a combination or
pooling of voting or other interests in the securities of an issuer for a common
purpose pursuant to any contract, understanding, relationship, agreement or
other arrangement, whether written or otherwise. A person or company which acts
in concert with another Person or company ("other party") shall also be deemed
to be acting in concert with any Person who is also acting in concert with that
other party, except that any Tax-Qualified Employee Stock Benefit Plan will not
be deemed to be acting in concert with its trustee or a person who serves in a
similar capacity solely for the purpose of determining whether stock held by the
trustee and stock held by the plan will be aggregated and participants or
beneficiaries of any such Tax-Qualified Employee Stock Benefit Plan will not be
deemed to be acting in concert solely as a result of their common interests as
participants or beneficiaries. When Persons act together for such purpose, their
group is deemed to have acquired their stock. The determination of whether a
group is Acting in Concert shall be made solely by the Board of Directors of the
Bank or by Officers designated by such Board and may be based on any evidence
upon which the Board or such designees chooses to rely, including, without
limitation, joint account relationships or the fact that such Persons have filed
joint Schedules 13D or Schedules 13G with the SEC with respect to other
companies. Directors of the Holding Company, the Bank and the MHC shall not be
deemed to be Acting in Concert solely as a result of their membership on any
such board or boards.

ACTUAL PURCHASE PRICE means the price per share at which the Conversion
Stock is ultimately sold by the Holding Company in the Offerings in accordance
with the terms hereof.

AFFILIATE means a Person who, directly or indirectly, through one or
more intermediaries, controls or is controlled by or is under common control
with the Person specified.

ASSOCIATE, when used to indicate a relationship with any Person, means
(i) savings association, a corporation or organization (other than the MHC, the
Holding Company, the Bank or a majority-owned subsidiary of the MHC, the Holding
Company or the Bank) of which such Person is a senior officer or partner or is,
directly or indirectly, the beneficial owner of 10% or more of any class of
equity securities, (ii) any trust or other estate in which such Person has a
substantial beneficial interest or as to which such Person

serves as trustee or in a similar fiduciary capacity, provided, however, that
such term shall not include any Tax-Qualified Employee Stock Benefit Plan in
which such Person has a substantial beneficial interest or serves as a trustee
or in a similar fiduciary capacity, and (iii) any relative or spouse of such
Person, or any relative of such spouse, who has the same home as such Person or
who is a director or officer of the MHC, the Holding Company or the Bank or any
of their subsidiaries.

BANK means Naugatuck Valley Savings and Loan, S.B., a
Connecticut-chartered mutual savings bank, or Naugatuck Valley Savings and Loan,
a federally-chartered mutual savings bank, as the context of this Plan requires.

BANK BENEFIT PLANS includes, but is not limited to, Tax Qualified
Employee Stock Benefit Plans and Non-Tax Qualified Employee Stock Benefit Plans.

BANK COMMON STOCK means the common stock of the Bank, par value $1.00
per share, which stock will not be insured by the FDIC or any other governmental
authority, all of which will be held by the Holding Company.

CHARTER CONVERSION means the conversion of the Bank's charter from a
Connecticut state-chartered mutual savings bank charter to a federally chartered
mutual savings bank charter.

CODE means the Internal Revenue Code of 1986, as amended.

COMMUNITY OFFERING means the offering for sale by the Holding Company
of any shares of Conversion Stock not subscribed for in the Subscription
Offering to such Persons within or without counties of Fairfield and New Haven
Counties, Connecticut as may be selected by the Holding Company and the Bank in
their sole discretion and to whom a copy of the Prospectus is delivered by or on
behalf of the Holding Company.

CONTROL (including the terms "controlling," "controlled by," and "under
common control with") means the possession, directly or indirectly, of the power
to direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or otherwise.

CONVERSION STOCK means the Holding Company Common Stock to be issued to
the MHC, to be contributed by the Holding Company to the Foundation and to be
sold by the Holding Company in the Offerings pursuant to the Plan. The
Conversion Stock will not be insured by the FDIC or any other governmental
authority.

DEPOSIT ACCOUNT means any withdrawable account as defined in Section
561.42 of the Rules and Regulations of the OTS, including a demand account as
defined in Section 561.16 of the Rules and Regulations of the OTS.

ELIGIBLE ACCOUNT HOLDER means any Person holding a Qualifying Deposit
on the Eligibility Record Date for purposes of determining Subscription Rights.

ELIGIBILITY RECORD DATE means the date for determining Eligible Account
Holders and is the close of business on April 30, 2003.

ESOP means a Tax Qualified Employee Stock Benefit Plan adopted by the
MHC, Holding Company or the Bank in connection with the Reorganization, the
purpose of which shall be to acquire capital stock of the Holding Company,
including Conversion Stock.

ESTIMATED PRICE RANGE means the range of the estimated aggregate pro
forma market value of the total number of shares of Conversion Stock to be
issued in the Offerings, as determined by the Independent Appraiser in
accordance with Section 4 hereof.

FOUNDATION means a charitable foundation that will qualify as an exempt
organization under Section 501(c)(3) of the Code the establishment and funding
of which is contemplated by Section 3A herein.

FDIC means the Federal Deposit Insurance Corporation or any successor
thereto.

HOLDING COMPANY means Naugatuck Valley Financial Corporation, a stock
corporation to be organized under the laws of the United States. Upon completion
of the Reorganization, the Holding Company shall hold all of the outstanding
capital stock of the Bank.

HOLDING COMPANY COMMON STOCK means the common stock of the Holding
Company, par value $.01 per share, which stock cannot and will not be insured by
the FDIC or any other governmental authority.

INDEPENDENT APPRAISER means the independent investment banking or
financial consulting firm retained by the Holding Company and the Bank to
prepare an appraisal of the estimated pro forma market value of the Conversion
Stock.

INITIAL PURCHASE PRICE means the price per share to be paid initially
by Participants for shares of Conversion Stock subscribed for in the
Subscription Offering and by Persons for shares of Conversion Stock ordered in
the Community Offering and/or Syndicated Community Offering.

MANAGEMENT PERSON means any Officer or director of the Bank or any
Affiliate of the Bank and any person Acting in Concert with such Officer or
director.

MEMBER means any Person qualifying as a member of the Bank in
accordance with its federal mutual charter and bylaws adopted in connection with
the Plan of Charter Conversion, or any Person who would qualify as a member of
the Bank in accordance with such federal mutual charter and bylaws but for the
fact that such federal mutual charter and bylaws are not yet effective with the
OTS, as the context of this Plan requires, and the

laws of the United States, and any Person qualifying as a member of the MHC in
accordance with the mutual charter and bylaws and the laws of the United States.

MHC means Naugatuck Valley MHC, a company organized under the laws of
the United States. Upon completion of the Reorganization, the MHC shall hold at
least 50.1% of the outstanding Holding Company Common Stock.

MINORITY STOCKHOLDER means any owner of the Holding Company's Common
Stock other than the MHC and the Foundation.

OFFERINGS mean the offering of Conversion Stock to Persons other than
the MHC and the Foundation in the Subscription Offering, the Community Offering
and the Syndicated Community or Public Offering.

OFFICER means the president, chief executive officer, vice-president,
secretary, treasurer or principal financial officer, comptroller or principal
accounting officer and any other person performing similar functions with
respect to any organization whether incorporated or unincorporated.

ORDER FORM means the form or forms to be provided by the Holding
Company, containing all such terms and provisions as set forth in Section 11
hereof, to a Participant or other Person by which Conversion Stock may be
ordered in the Offerings.

OTHER MEMBER means a Voting Member who is not an Eligible Account
Holder or a Supplemental Eligible Account Holder.

OTS means the Office of Thrift Supervision or any successor thereto.

PARTICIPANT means any Eligible Account Holder, Tax-Qualified Employee
Stock Benefit Plan, Supplemental Eligible Account Holder or Other Member, but
does not include the MHC or the Foundation.

PERSON means an individual, a corporation, a partnership, an
association, a joint stock company, a limited liability company, a limited
liability partnership, a trust, an unincorporated organization or a government
or any political subdivision thereof.

PLAN and PLAN OF REORGANIZATION mean this Plan of Reorganization and
Minority Stock Issuance as adopted by the Board of Directors of the Bank and any
amendment hereto approved as provided herein.

PROSPECTUS means the one or more documents to be used in offering the
Conversion Stock in the Offerings.

PROXY STATEMENT means the document used to solicit approval of the Plan
and the funding of the Foundation by Voting Members.

PUBLIC OFFERING means an underwritten firm commitment offering to the
public through one or more underwriters.

QUALIFYING DEPOSIT means the aggregate balance of all Deposit Accounts
in the Bank of (i) an Eligible Account Holder at the close of business on the
Eligibility Record Date, provided such aggregate balance is not less than $50,
and (ii) a Supplemental Eligible Account Holder at the close of business on the
Supplemental Eligibility Record Date, provided such aggregate balance is not
less than $50.

REORGANIZATION means the reorganization of the Bank into the MHC and
the organization of the Holding Company as a subsidiary of the MHC and the Stock
Bank as a subsidiary of the Holding Company pursuant to this Plan.

STOCK BANK means the federally chartered stock savings bank resulting
from the conversion of the Bank to stock form pursuant to this Plan.

SEC means the Securities and Exchange Commission.

SPECIAL MEETING means the Special Meeting of Members of the Bank called
for the purpose of soliciting the Members' approval of this Plan and the funding
of the Foundation, including any adjournments or postponents of such meeting.

SUBSCRIPTION OFFERING means the offering of the Conversion Stock to
Participants.

SUBSCRIPTION RIGHTS mean nontransferable rights to subscribe for
Conversion Stock granted to Participants pursuant to the terms of this Plan.

SUPPLEMENTAL ELIGIBLE ACCOUNT HOLDER means any Person, except directors
and Officers of the Bank and their Associates, holding a Qualifying Deposit at
the close of business on the Supplemental Eligibility Record Date.

SUPPLEMENTAL ELIGIBILITY RECORD DATE, if applicable, means the date for
determining Supplemental Eligible Account Holders and shall be required if the
Eligibility Record Date is more than 15 months prior to the date of the approval
of the Plan by the OTS. If applicable, the Supplemental Eligibility Record Date
shall be the last day of the calendar quarter preceding OTS approval of the
Plan.

SYNDICATED COMMUNITY OFFERING means the offering for sale by a
syndicate of broker-dealers to the general public of shares of Conversion Stock
not purchased in the Subscription Offering and the Community Offering.

TAX-QUALIFIED EMPLOYEE STOCK BENEFIT PLAN means any defined benefit
plan or defined contribution plan, such as an employee stock ownership plan,
stock bonus plan, profit-sharing plan or other plan, which is established for
the benefit of the

employees of the MHC, the Holding Company and/or the Bank and any Affiliate
thereof and which, with its related trust, meets the requirements to be
"qualified" under Section 401 of the Code as from time to time in effect. A
"Non-Tax-Qualified Employee Stock Benefit Plan" is any defined benefit plan or
defined contribution stock benefit plan that is not so qualified.

VOTING MEMBER means a Person who at the close of business on the Voting
Record Date is entitled to vote as a Member of the Bank in accordance with its
federal mutual charter and bylaws adopted in connection with the Plan of Charter
Conversion.

VOTING RECORD DATE means the date or dates for determining the
eligibility of Members to vote at the Special Meeting.

3. GENERAL PROCEDURE FOR REORGANIZATION.

(1) Organization of the Holding Companies and the Bank

The Reorganization will occur immediately or as soon as
practicable after the Charter Conversion. The Reorganization will be effected as
follows: (i) the Bank will organize an interim stock savings bank as a wholly
owned subsidiary ("Interim One"); (ii) Interim One will organize a stock
corporation as a wholly owned subsidiary ("Holding Company"); (iii) Interim One
will organize an interim federal savings bank as a wholly owned subsidiary
("Interim Two"); (iv) the Bank will convert its charter to a federal stock
savings bank charter and Interim One will exchange its charter for a federal
mutual holding company charter to become the MHC; (v) sequentially with step
(iv), Interim Two will merge with and into the Stock Bank with the Stock Bank as
the resulting institution; (vi) former members of the Bank will become members
of the MHC; (vii) MHC will contribute 100% of the issued common stock of the
Stock Bank to the Holding Company; and (viii) the Holding Company will issue a
majority of its common stock to the MHC.

Contemporaneously with the Reorganization, the Holding Company will
offer for sale in the Offerings shares of Holding Company Common Stock
representing up to 49.9% the pro forma market value of the Holding Company and
the Bank. Upon the consummation of the Reorganization, the legal existence of
the Bank will not terminate, but the MHC will be a continuation of the Bank. All
assets, rights, obligations and liabilities of whatever nature of the Bank that
are not expressly retained by the MHC shall be transferred to the Stock Bank as
part of the Reorganization. All property of the Bank (not expressly retained by
the MHC), including its right, title and interest in all property of whatsoever
kind and nature, interest and asset of every conceivable value or benefit then
existing or pertaining to the Bank, or which would inure to the Bank immediately
by operation of law and without the necessity of any conveyance or transfer and
without any further act or deed, will vest in the MHC and will then be
transferred to the Stock Bank. The Stock Bank will have, hold and enjoy the same
in its right and fully and to the same extent as the same was possessed, held
and enjoyed by the Bank. The Stock Bank will continue to have, succeed to and be
responsible for all the rights, liabilities and obligations the

Bank had when it was in mutual form and will maintain its headquarters and
operations at the Bank's present locations.

Upon consummation of the Reorganization, substantially all of the
assets and liabilities (including the savings accounts, demand accounts, tax and
loan accounts, United States Treasury general accounts, or United States
Treasury Time Deposit Accounts, as defined in the OTS regulations) of the Bank
that are not expressly retained by the MHC shall become the assets and
liabilities of the Stock Bank, which will thereupon become an operating savings
association subsidiary of the Holding Company and of the MHC. The Bank will
apply to the OTS to have the Holding Company receive or retain (as the case may
be) up to 50% of the net proceeds of the Stock Offering, or such other amount as
may be determined by the Board of Directors. The Stock Bank may distribute
additional capital to the Holding Company following the Reorganization, subject
to the OTS regulations governing capital distributions.

The Board of Director of the Bank also intend to take all necessary
steps to establish the Foundation and to fund the Foundation in the manner set
forth in Section 3A hereof.

(b) Effect on Deposit Accounts and Borrowings

Each deposit account in the Bank on the effective date of the
Reorganization will remain a deposit account in the Stock Bank in the same
amount and upon the same terms and conditions, and will continue to be federally
insured up to the legal maximum by the FDIC in the same manner as each deposit
account existed in the Bank immediately prior to the Reorganization. Upon
consummation of the Reorganization, all loans and other borrowings from the Bank
shall retain the same status with the Stock Bank after the Reorganization as
they had with the Bank immediately prior to the Reorganization.

(3) The Bank

Upon completion of the Reorganization, the Stock Bank will be
authorized to exercise any and all powers, rights and privileges of, and will be
subject to all limitations applicable to, capital stock savings associations
under federal law and regulations. A copy of the proposed charter and bylaws of
the Stock Bank is attached hereto as EXHIBIT A and made a part of this Plan. The
Reorganization will not result in any reduction of the amount of retained
earnings and general loss reserves will be accounted for by the MHC, the Holding
Company and the Stock Bank on a consolidated basis in accordance with generally
accepted accounting principles.

The initial members of the Board of Directors of the Stock Bank will be
the members of the existing Board of Directors of the Bank. The Stock Bank will
be wholly-owned by the Holding Company. The Holding Company will be wholly-owned
by its stockholders who will consist of the MHC and, initially, the persons who
purchase Conversion Stock. Upon the effective date of the Reorganization, the
voting and membership rights of Members will be transferred to the MHC, subject
to the conditions specified below.

(4) The Holding Company

The Holding Company will be authorized to exercise any and all powers,
rights and privileges, and will be subject to all limitations applicable to
savings and loan holding companies and mutual holding companies under federal
law and regulations. The initial members of the Board of Directors of the
Holding Company will be appointed by the Bank. Thereafter, the voting
stockholders of the Holding Company will elect approximately one-third of the
Holding Company's directors annually. A copy of the proposed charter and bylaws
of the Holding Company is attached hereto as EXHIBIT B and made a part of this
Plan.

The Holding Company will have the power to issue shares of Holding
Company Common Stock to persons other than the MHC. However, so long as the MHC
is in existence, the MHC will be required to own at least a majority of the
Holding Company Common Stock. The Holding Company may issue any amount of
non-voting stock to persons other than the MHC. The Holding Company will be
authorized to undertake one or more minority stock offerings of less than 50% in
the aggregate of the total outstanding Holding Company Common Stock, and the
Holding Company intends to offer for sale up to 49.9% of Holding Company Common
Stock in the Offerings.

(5) The Mutual Holding Company

As a mutual corporation, the MHC will have no stockholders. The members
of the MHC will have exclusive voting authority as to all matters requiring a
vote of members under the charter of the MHC. Persons who have membership rights
with respect to the Bank under its existing charter immediately prior to the
Reorganization shall continue to have such rights solely with respect to the MHC
after Reorganization so long as such persons remain depositors of the Stock Bank
after the Reorganization. In addition, all persons who become depositors of the
Stock Bank following the Reorganization will have membership rights with respect
to the MHC. The rights and powers of the MHC will be defined by the MHC's
charter and bylaws as attached hereto as EXHIBIT C and by the statutory and
regulatory provisions applicable to savings and loan holding companies and
mutual holding companies. In particular, the MHC shall be subject to the
limitations and restrictions imposed on savings and loan holding companies by
Section 10(o)(5) of the Home Owners' Loan Act of 1933, as amended.

The initial members of the Board of Directors of the MHC will be the
existing Board of Directors of the Bank. Thereafter, approximately one-third of
the directors of the MHC will be elected annually by the members of the MHC who
will consist of the former Members of the Bank and all persons who become
depositors of the Stock Bank after the Reorganization.

(6) Charters and Bylaws

Copies of the proposed charter and bylaws of the Stock Bank, the
Holding Company and the MHC are attached hereto as EXHIBIT A, EXHIBIT B AND
EXHIBIT C, respectively, and made a part of this Plan. By their approval of this
Plan, the Voting Members

shall have approved and adopted the charter and bylaws of the Stock Bank, the
Holding Company and the MHC. The total shares of Holding Company Common Stock
authorized under the Holding Company charter will exceed the shares of Holding
Company Common Stock to be issued to the MHC and the Minority Stockholders in
the Reorganization.

(g) Rights of Owners of the MHC

Following the Reorganization, all persons who had membership
or liquidation rights with respect to the Bank as of the effective date of the
Reorganization will continue to have such rights solely with respect to the MHC.
All existing proxies granted by members of the Bank to the Board of Directors of
the Bank shall automatically become proxies granted to the Board of Directors of
the MHC; provided, however, such proxies may not be voted by the Board of
Directors of the Bank at the Special Meeting. In addition, all persons who
become depositors of the Stock Bank subsequent to the Reorganization also will
have membership and liquidation rights with respect to the MHC. In each case, no
person who ceases to be the holder of a Deposit Account with the Stock Bank
shall have any membership or liquidation rights with respect to the MHC.

(h) Conversion of MHC to Stock Form

Following the completion of the Reorganization, the MHC may
elect to convert to stock form in accordance with applicable law and regulation
(a "Conversion Transaction"). There can be no assurance when, if ever, a
Conversion Transaction will occur, and the Board of Directors has no present
intent or plan to undertake a Conversion Transaction. If the Conversion
Transaction does not occur, the MHC will continue to own a majority of the
Holding Company Common Stock of the Holding Company.

In a Conversion Transaction, the MHC would merge with and into
the Stock Bank or the Holding Company (at the discretion of the MHC), and
certain depositors of the Stock Bank would receive the right to subscribe for a
number of shares of common stock of the new stock holding company formed in
connection with the Conversion Transaction, as determined by the formula set
forth in the following paragraphs. The additional shares of Holding Company
Common Stock of the new Holding Company issued in the Conversion Transaction
would be sold at their aggregate pro forma market value determined by an
independent appraisal.

Any Conversion Transaction shall be fair and equitable to
Minority Stockholders. In any Conversion Transaction, Minority Stockholders, if
any, will be entitled to maintain the same percentage ownership interest in the
new Holding Company after the Conversion Transaction as their ownership interest
in the Holding Company immediately prior to the Conversion Transaction (i.e.,
the Minority Ownership Interest), subject only to the adjustments (if required
by federal or state law, regulation, or regulatory policy) to reflect the market
value of assets of the MHC (other than common stock of the Holding Company).

At the sole discretion of the Board of Directors of the MHC
and the Holding Company, a Conversion Transaction may be effected in any other
manner necessary to qualify

the Conversion Transaction as a tax-free reorganization under applicable federal
and state tax laws, provided such Conversion Transaction does not diminish the
rights and ownership interest of Minority Stockholders as set forth in the
preceding paragraphs.

A Conversion Transaction would require the approval of
applicable federal regulators, and would be presented to a vote of the members
of the MHC. Under current OTS policy, if a Conversion Transaction were to occur,
the transaction would require the approval of a majority of the holders of the
Holding Company Common Stock, other than the MHC. In addition, federal
regulatory policy requires that in any Conversion Transaction the members of the
MHC will be accorded the same stock purchase priorities as if the MHC were a
mutual savings association converting to stock form.

(i) Applications and Regulatory and Member Approval

The Bank will take the necessary steps to prepare and file the
Notice of Reorganization and Application for Approval of a Minority Stock
Issuance, including the Plan, together with all requisite material, with the OTS
for approval. The Bank also will cause copies of the Plan to be made available
at each office of the Bank for inspection by Members. Once the Notice of
Reorganization and Application for Approval of a Minority Stock Issuance are
filed, the Bank will cause to be published, in accordance with the requirements
of applicable regulations of the OTS, notice of the filing with the OTS of the
Notice of Reorganization and Application for Approval of a Minority Stock
Issuance, and will post notice of the filing of the Notice of Reorganization and
Application for Approval of a Minority Stock Issuance in each office of the
Bank.

Promptly following receipt of requisite approval of the OTS,
this Plan and the funding of the Foundation will be submitted to the Voting
Members for their consideration and approval at the Special Meeting. The Bank
shall mail to all Voting Members as of the Voting Record Date, at their last
known address appearing on the records of the Bank, a proxy statement describing
the Plan and the funding of the Foundation which will be submitted to a vote of
the Voting Members at the Special Meeting. If the Plan and the funding of the
Foundation are approved by the affirmative vote of a majority of the total
number of votes eligible to be cast by Voting Members at the Special Meeting,
the Bank shall take all other necessary organizational steps pursuant to
applicable laws and regulations to amend its charter and bylaws to authorize the
issuance of its capital stock to the Holding Company and to fund the Foundation
at the time the Reorganization is consummated.

As soon as practicable after the adoption of the Plan by the
Board of Directors of the Bank, the proposed Board of Directors of the Holding
Company shall adopt the Plan by at least a two-thirds vote. The proposed Board
of Directors of the Holding Company shall cause to be submitted to the OTS such
applications as may be required for approval of the Holding Company's
acquisition of the Bank and a Registration Statement to the SEC to register the
Conversion Stock under the Securities Act of 1933, as amended. The proposed
Board of Directors of the Holding Company shall also register the Conversion
Stock under any applicable state securities laws, subject to Section 13 hereof.
Upon registration and after the receipt of all

required regulatory approvals, the Conversion Stock shall be first offered for
sale in a Subscription Offering to Eligible Account Holders, Tax-Qualified
Employee Stock Benefit Plans, Supplemental Eligible Account Holders, if
applicable, and Other Members. It is anticipated that any shares of Conversion
Stock remaining unsold after the Subscription Offering will be sold through a
Community Offering, a Syndicated Community Offering and/or a Public Offering.
The purchase price per share for the Conversion Stock shall be a uniform price
determined in accordance with Section 4 hereof. The Holding Company shall
purchase all of the capital stock of the Bank with an amount of the net proceeds
received by the Holding Company from the sale of Conversion Stock as shall be
determined by the Boards of Directors of the Holding Company and the Bank and as
shall be approved by the OTS.

(j) Expenses

The Holding Company and the Bank may retain and pay for the
services of financial and other advisors and investment bankers to assist in
connection with any or all aspects of the Reorganization, including in
connection with the Subscription Offering, Community Offering and/or any
Syndicated Community Offering or Public Offering, the payment of fees to brokers
and investment bankers for assisting Persons in completing and/or submitting
Order Forms. All fees, expenses, retainers and similar items shall be
reasonable.

3A. ESTABLISHMENT AND FUNDING OF CHARITABLE FOUNDATION.

As part of the Reorganization, the Bank intends to establish a
charitable foundation that will qualify as an exempt organization under Section
501(c)(3) of the Code and to donate to the Foundation from authorized but
unissued shares of Holding Company Common Stock, an amount up to 2% of the
number of shares of Holding Company Common Stock issued in the Offerings and to
the MHC in the Reorganization. The Foundation is being formed in connection with
the Reorganization to complement the Bank's existing community reinvestment
activities and to share with the Bank's local community a part of the Bank's
financial success as a locally headquartered, community minded, financial
services institution. The funding of the Foundation with Holding Company Common
Stock accomplishes this goal as it enables the community to share in the growth
and profitability of the Holding Company and the Bank over the long-term.

The Foundation will be dedicated to the promotion of charitable
purposes including community development, grants or donations to support housing
assistance, not-for-profit community groups and other types of organizations or
civic minded projects. The Foundation will annually distribute total grants to
assist charitable organizations or to fund projects within its local community
of not less than 5% of the average fair value of Foundation assets each year,
less certain expenses. To serve the purposes for which it was formed and
maintain its Section 501(c)(3) qualification, the Foundation may sell, on an
annual basis, a limited portion of the Holding Company Common Stock contributed
to it by the Holding Company.

The Board of Directors of the Foundation will be comprised of
individuals who are Officers and/or Directors of the Holding Company or the
Bank. Additionally, for at least five years after the Foundation's organization,
one member of the Foundation's Board of Directors must be a member of the local
community that is not an officer, director or employee of the

MHC, the Holding Company, the Bank or any of its Affiliates and who has
experience with local charitable organizations and grant making. The Board of
Directors of the Foundation will be responsible for establishing the policies of
the Foundation with respect to grants or donations, consistent with the stated
purposes of the Foundation.

4. TOTAL NUMBER OF SHARES AND PURCHASE PRICE OF CONVERSION STOCK.

(a) The aggregate price at which shares of Conversion Stock shall
be sold in the Offerings shall be based on a pro forma valuation of the
aggregate market value of the Conversion Stock prepared by the Independent
Appraiser. The valuation shall be based on financial information relating to the
Holding Company and the Bank, market, financial and economic conditions, a
comparison of the Holding Company and the Bank with selected publicly-held
financial institutions and holding companies and with comparable financial
institutions and holding companies and such other factors as the Independent
Appraiser may deem to be important, including, but not limited to, the projected
operating results and financial condition of the Holding Company and Bank. The
valuation shall be stated in terms of an Estimated Price Range, the maximum of
which shall generally be no more than 15% above the average of the minimum and
maximum of such price range and the minimum of which shall generally be no more
than 15% below such average. The valuation shall be updated during the pendency
of the Reorganization as market and financial conditions warrant and as may be
required by the OTS.

(b) Based upon the independent valuation, the Boards of Directors
of the Holding Company and the Bank shall fix the Initial Purchase Price and the
number of shares of Conversion Stock to be offered in the Subscription Offering,
Community Offering and/or Syndicated Community Offering. The purchase price per
share for the Holding Company Common Stock shall be a uniform price determined
in accordance with applicable OTS rules and regulations. The Actual Purchase
Price and the total number of shares of Conversion Stock to be issued in the
Offerings shall be determined by the Boards of Directors of the Holding Company
and the Bank upon conclusion of the Offerings in consultation with the
Independent Appraiser and any financial advisor or investment banker retained by
the Holding Company and the Bank in connection with such Offerings.

(c) Subject to the approval of the OTS, the Estimated Price Range
may be increased or decreased to reflect market, financial and economic
conditions prior to completion of the Reorganization or to fill the Order of the
Tax-Qualified Employee Stock Benefit Plans, and under such circumstances the
Holding Company and the Bank may increase or decrease the total number of shares
of Conversion Stock to be issued in the Reorganization to reflect any such
change. Notwithstanding anything to the contrary contained in this Plan, no
resolicitation of subscribers shall be required and subscribers shall not be
permitted to modify or cancel their subscriptions unless the gross proceeds from
the sale of the Conversion Stock in the Offerings are less than the minimum or
more than 15% above the maximum of the Estimated Price Range set forth in the
Prospectus. In the event of an increase in the total number of shares offered in
the

Offerings due to an increase in the Estimated Price Range, the priority of share
allocation shall be as set forth in this Plan.

5. SUBSCRIPTION RIGHTS OF ELIGIBLE ACCOUNT HOLDERS (FIRST PRIORITY).

(a) Each Eligible Account Holder shall receive, as first priority
and without payment, Subscription Rights to purchase up to the greater of (i)
$150,000 of Conversion Stock (or such maximum purchase limitation as may be
established for the Community Offering and/or Syndicated Community Offering),
(ii) one-tenth of 1% of the total offering of shares in the Subscription
Offering, or (iii) 15 times the product (rounded down to the next whole number)
obtained by multiplying the total number of shares of Conversion Stock offered
in the Subscription Offering by a fraction, of which the numerator is the amount
of the Qualifying Deposits of the Eligible Account Holder and the denominator is
the total amount of all Qualifying Deposits of all Eligible Account Holders, in
each case subject to Sections 10 and 13 hereof.

(b) In the event of an oversubscription for shares of Conversion
Stock pursuant to Section 5(a), available shares shall be allocated among
subscribing Eligible Account Holders so as to permit each such Eligible Account
Holder, to the extent possible, to purchase a number of shares which will make
his or her total allocation equal to the lesser of the number of shares
subscribed for or 100 shares. Any available shares remaining after each
subscribing Eligible Account Holder has been allocated the lesser of the number
of shares subscribed for or 100 shares shall be allocated among the subscribing
Eligible Account Holders whose subscriptions remain unsatisfied in the
proportion that the Qualifying Deposit of each such subscribing Eligible Account
Holder bears to the total Qualifying Deposits of all such subscribing Eligible
Account Holders whose orders are unfilled, provided that no fractional shares
shall be issued. Subscription Rights of Eligible Account Holders who are also
directors or Officers of the Holding Company or the Bank and their Associates
shall be subordinated to those of other Eligible Account Holders to the extent
that they are attributable to increased deposits during the one-year period
preceding the Eligibility Record Date.

6. SUBSCRIPTION RIGHTS OF TAX-QUALIFIED EMPLOYEE STOCK BENEFIT PLANS
(SECOND PRIORITY).

Tax-Qualified Employee Stock Benefit Plans shall receive, without
payment, Subscription Rights to purchase in the aggregate up to 10% of the
Holding Company Common Stock issued in the Offerings and contributed to the
Foundation, including any shares of Holding Company Common Stock to be issued as
a result of an increase in the Estimated Price Range after commencement of the
Subscription Offering and prior to completion of the Reorganization. The
subscription rights granted to Tax-Qualified Employee Stock Benefit Plans shall
be subject to the availability of shares of Conversion Stock after taking into
account the shares of Conversion Stock purchased by Eligible Account Holders;
provided, however, that in the event that the total number of shares of
Conversion Stock is increased to any amount greater than the number of shares
representing the maximum of the Estimated Price Range as set forth in the
Prospectus ("Maximum Shares"), the ESOP shall have a priority right to purchase
any such shares exceeding the Maximum Shares up to an aggregate of 10% of
Holding Company Common Stock issued in the Offerings and contributed to the
Foundation. Shares of Conversion Stock purchased by any individual participant
("Plan Participant") in a Tax-Qualified Employee Stock Benefit Plan using funds
therein pursuant to the exercise of subscription rights granted to such
Participant in his individual capacity as an Eligible Account Holder and/or
supplemental Eligible Account Holder and/or purchases by such Plan Participant
in the Community Offering shall not be deemed to be purchases by a Tax-Qualified
Employee Stock Benefit Plan for purposes of calculating the maximum amount of
Conversion Stock that Tax-Qualified Employee Stock Benefit Plans may purchase
pursuant to the first sentence of this Section 6 if the individual Plan
Participant controls or directs the investment authority with respect to such
account or subaccount. Consistent with applicable laws and regulations and
policies and practices of the OTS, the Tax-Qualified Employee Stock Benefit
Plans may use funds contributed by the Holding Company or the Bank and/or
borrowed from an independent financial institution to exercise such Subscription
Rights, and the Holding Company and the Bank may make scheduled discretionary
contributions thereto, provided that such contributions do not cause the Holding
Company or the Bank to fail to meet any applicable regulatory capital
requirement.

The Tax-Qualified Employee Stock Benefit Plans shall not be deemed to
be an Associate or Affiliate of or Person Acting in Concert with any Management
Person.

7. SUBSCRIPTION RIGHTS OF SUPPLEMENTAL ELIGIBLE ACCOUNT HOLDERS (THIRD
PRIORITY).

(a) In the event that the Eligibility Record Date is more than 15
months prior to the date of the OTS approval, then, and only in that event, a
Supplemental Eligibility Record Date shall be set and each Supplemental Eligible
Account Holder shall receive, without payment, Subscription Rights to purchase
up to the greater of (i) $150,000 of Conversion Stock in the Subscription
Offering (or such maximum purchase limitation as may be established for the
Community Offering and/or Syndicated Community Offering), (ii) one-tenth of 1%
of the total offering of shares in the Subscription Offering and (iii) 15 times
the product (rounded down to the next whole number) obtained by multiplying the
total number of shares of Conversion Stock

offered in the Subscription Offering by a fraction, of which the numerator is
the amount of the Qualifying Deposits of the Supplemental Eligible Account
Holder and the denominator is the total amount of all Qualifying Deposits of all
Supplemental Eligible Account Holders, in each case subject to Sections 10 and
13 hereof and the availability of shares of Conversion Stock for purchase after
taking into account the shares of Conversion Stock purchased by Eligible Account
Holders and Tax-Qualified Employee Stock Benefit Plans through the exercise of
Subscription Rights under Sections 5 and 6 hereof.

(b) In the event of an oversubscription for shares of Conversion
Stock pursuant to Section 7(a), available shares shall be allocated among
subscribing Supplemental Eligible Account Holders so as to permit each such
Supplemental Eligible Account Holder, to the extent possible, to purchase a
number of shares sufficient to make his or her total allocation (including the
number of shares, if any, allocated in accordance with Section 5(a)) equal to
the lesser of the number of shares subscribed for or 100 shares. Any remaining
available shares shall be allocated among subscribing Supplemental Eligible
Account Holders whose subscriptions remain unsatisfied in the proportion that
the amount of their respective Qualifying Deposits bears to the total amount of
the Qualifying Deposits of all such subscribing Supplemental Eligible Account
Holders whose orders are unfilled, provided that no fractional shares shall be
issued.

8. SUBSCRIPTION RIGHTS OF OTHER MEMBERS (FOURTH PRIORITY).

(a) Each Other Member shall receive, without payment, Subscription
Rights to purchase up to the greater of (i) $150,000 of Conversion Stock in the
Subscription Offering (or such maximum purchase limitation as may be established
for the Community Offering and/or Syndicated Community Offering) and (ii)
one-tenth of 1% of the total offering of shares in the Subscription Offering,
subject to Sections 10 and 13 hereof and the availability of shares of
Conversion Stock for purchase after taking into account the shares of Conversion
Stock purchased by Eligible Account Holders, Tax-Qualified Employee Stock
Benefit Plans and Supplemental Eligible Account Holders, if any, through the
exercise of Subscription Rights under Sections 5, 6 and 7 hereof.

(b) If, pursuant to this Section 8, Other Members subscribe for a
number of shares of Conversion Stock in excess of the total number of shares of
Conversion Stock remaining, available shares shall be allocated among
subscribing Other Members so as to permit each such Other Member, to the extent
possible, to purchase a number of shares which will make his or her total
allocation equal to the lesser of the number of shares subscribed for or 100
shares. Any remaining available shares shall be allocated among subscribing
Other Members whose subscriptions remain unsatisfied on a pro rata basis in the
same proportion as each such Other Member's subscription bears to the total
subscriptions of all such subscribing Other Members, provided that no fractional
shares shall be issued.

9. COMMUNITY OFFERING, SYNDICATED COMMUNITY OFFERING, PUBLIC OFFERING AND
OTHER OFFERINGS.

(a) If less than the total number of shares of Conversion Stock
are sold in the Subscription Offering, it is anticipated that all remaining
shares of Conversion Stock shall, if practicable, be sold in a Community
Offering. Subject to the requirements set forth herein, the manner in which the
Conversion Stock is sold in the Community Offering shall have as the objective
the achievement of the widest possible distribution of such stock.

(b) In the event of a Community Offering, all shares of Conversion
Stock which are not subscribed for in the Subscription Offering shall be offered
for sale by means of a direct community marketing program, which may provide for
the use of brokers, dealers or investment banking firms experienced in the sale
of financial institution securities. Any available shares in excess of those not
subscribed for in the Subscription Offering will be available for purchase by
members of the general public to whom a Prospectus is delivered by the Holding
Company or on its behalf, with preference given first to natural persons and
trusts of natural persons residing in Fairfield and New Haven counties,
Connecticut ("Preferred Subscribers").

(c) A Prospectus and Order Form shall be furnished to such Persons
as the Holding Company and the Bank may select in connection with the Community
Offering, and each order for Conversion Stock in the Community Offering shall be
subject to the absolute right of the Holding Company and the Bank to accept or
reject any such order in whole or in part either at the time of receipt of an
order or as soon as practicable following completion of the Community Offering.
Available shares will be allocated first to each Preferred Subscriber whose
order is accepted in an amount equal to the lesser of 100 shares or the number
of shares subscribed for by each such Preferred Subscriber, if possible.
Thereafter, unallocated shares shall be allocated among the Preferred
Subscribers whose accepted orders remain unsatisfied in the same proportion that
the unfilled order bears to the total unfilled orders of all Preferred
Subscribers whose accepted orders remain unsatisfied, provided that no
fractional shares shall be issued. If there are any shares remaining after all
accepted orders by Preferred Subscribers have been satisfied, such remaining
shares shall be allocated to other members of the general public who purchase in
the Community Offering, applying the same allocation described above for
Preferred Subscribers.

(d) The amount of Conversion Stock that any Person may purchase in
the Community Offering shall not exceed $150,000 of Conversion Stock, provided,
however, that this amount may be increased to up to 5% of the total offering of
shares of Conversion Stock or decreased to less than $150,000, subject to any
required regulatory approval but without the further approval of Members or the
resolicitation of subscribers; and provided further that to the extent
applicable, and subject to the preferences set forth in Section 9(b) and (c) of
this Plan and the limitations on purchases of Conversion Stock set forth in this
Section 9(d) and Section 10 of this Plan, orders for Conversion Stock in the
Community Offering shall first be filled to a maximum of 2% of the total number
of shares of Conversion Stock sold in the Offerings and thereafter any remaining
shares shall be allocated on an equal number of shares basis per order until all
orders have been filled, provided no fractional shares shall be issued. The
Holding Company and the Bank may commence the Community Offering concurrently
with, at any time during, or as soon as practicable after the end of, the
Subscription Offering, and the Community Offering must be

completed within 45 days after the completion of the Subscription Offering,
unless extended by the Holding Company and the Bank with any required regulatory
approval.

(e) Subject to such terms, conditions and procedures as may be
determined by the Holding Company and the Bank, all shares of Conversion Stock
not subscribed for in the Subscription Offering or ordered in the Community
Offering may be sold by a syndicate of broker-dealers to the general public in a
Syndicated Community Offering. Each order for Conversion Stock in the Syndicated
Community Offering shall be subject to the absolute right of the Holding Company
and the Bank to accept or reject any such order in whole or in part either at
the time of receipt of an order or as soon as practicable after completion of
the Syndicated Community Offering. The amount of Conversion Stock that any
Person may purchase in the Syndicated Community Offering shall not exceed
$150,000 of Conversion Stock, provided, however, that this amount may be
increased to up to 5% of the total offering of shares of Conversion Stock or
decreased to less than $150,000, subject to any required regulatory approval but
without the further approval of Members or the resolicitation of subscribers;
and provided further that, to the extent applicable, and subject to the
limitations on purchases of Conversion Stock set forth in this Section 9(e) and
Section 10 of this Plan, orders for Conversion Stock in the Syndicated Community
Offering shall first be filled to a maximum of 2% of the total number of shares
of Conversion Stock sold in the Offerings and thereafter any remaining shares
shall be allocated on an equal number of shares basis per order until all orders
have been filled, provided no fractional shares shall be issued. The Holding
Company and the Bank may commence the Syndicated Community Offering concurrently
with, at any time during, or as soon as practicable after the end of, the
Subscription Offering and/or Community Offering, and the Syndicated Community
Offering must be completed within 45 days after the completion of the
Subscription Offering, unless extended by the Holding Company and the Bank with
any required regulatory approval.

(f) The Holding Company and the Bank may sell any shares of
Conversion Stock remaining following the Subscription Offering, Community
Offering and/or the Syndicated Community Offering in a Public Offering. The
provisions of Section 10 hereof shall not be applicable to the sales to
underwriters for purposes of the Public Offering but shall be applicable to
sales by the underwriters to the public. The price to be paid by the
underwriters in such an offering shall be equal to the Actual Purchase Price
less an underwriting discount to be negotiated among such underwriters and the
Bank and the Holding Company, subject to any required regulatory approval or
consent.

(g) If for any reason a Syndicated Community Offering or Public
Offering of shares of Conversion Stock not sold in the Subscription Offering and
the Community Offering cannot be effected, or in the event that any
insignificant residue of shares of Conversion Stock is not sold in the
Subscription Offering, Community Offering or Syndicated Community Offering, the
Holding Company and the Bank shall use their best efforts to obtain other
purchasers for such shares in such manner and upon such conditions as may be
satisfactory to the OTS.

10. LIMITATIONS ON SUBSCRIPTIONS AND PURCHASES OF CONVERSION STOCK.

The following limitations shall apply to all purchases of Holding
Company Common Stock in the Offerings:

(1) The aggregate amount of outstanding Holding Company Common
Stock owned or controlled by persons other than the MHC at the close of the
Offerings shall be less than 50% of all outstanding Holding Company Common
Stock.

(b) Except in the case of Tax-Qualified Employee Stock Benefit
Plans in the aggregate, as set forth in Section 10(h) hereof, and certain
Eligible Account Holders and Supplemental Eligible Account Holders, as set forth
in Sections 5(a)(ii) and (iii) and 7(a)(ii) and (iii) hereof, and in addition to
the other restrictions and limitations set forth herein, the maximum amount of
Holding Company Common Stock that any Person, any Person together with any
Associates, or Persons otherwise Acting in Concert may, directly or indirectly,
subscribe for or purchase in the Offerings, shall not exceed $200,000 of
Conversion Stock in the Subscription Offering.

(c) No Person may purchase fewer than 25 shares of Holding Company
Common Stock in the Offerings, to the extent such shares are available;
provided, however, that if the Actual Purchase Price is greater than $20.00 per
share, such minimum number of shares shall be adjusted so that the aggregate
Actual Purchase Price for such minimum shares will not exceed $500.00.

(d) The aggregate amount of Holding Company Common Stock acquired
in the Offerings, plus all prior issuances by the Holding Company, by any
Non-Tax-Qualified Employee Stock Benefit Plan or any Management Person and his
or her Associates, exclusive of any shares of Holding Company Common Stock
acquired by such plan or Management Person and his or her Associates in the
secondary market, shall not exceed 4.9% of the outstanding shares of Holding
Company Common Stock at the conclusion of the Offerings. In calculating the
number of shares held by any Management Person and his or her Associates under
this paragraph, shares held by any Tax-Qualified Employee Stock Benefit Plan or
Non-Tax-Qualified Employee Stock Benefit Plan of the Holding Company or the Bank
that are attributable to such Person shall not be counted.

(e) The aggregate amount of Holding Company Common Stock or
preferred stock acquired in the Offerings, plus all prior issuances by the
Holding Company, by any Non-Tax-Qualified Employee Stock Benefit Plan or any
Management Person and his or her Associates, exclusive of any Holding Company
Common Stock acquired by such plan or Management Person and his or her
Associates in the secondary market, shall not exceed 4.9% of the stockholders'
equity of the Holding Company at the conclusion of the Offerings. In calculating
the number of shares held by any Management Person and his or her Associates
under this paragraph, shares held by any Tax-Qualified Employee Stock

Benefit Plan or Non-Tax-Qualified Employee Stock Benefit Plan of the Holding
Company or the Bank that are attributable to such Person shall not be counted.

(f) The aggregate amount of Holding Company Common Stock acquired
in the Offerings, plus all prior issuances by the Holding Company, by any one or
more Tax-Qualified Employee Stock Benefit Plans, exclusive of any shares of
Holding Company Common Stock acquired by such plans in the secondary market,
shall not exceed 4.9% of the outstanding shares of Holding Company Common Stock
at the conclusion of the Offerings.

(g) The aggregate amount of Holding Company Common Stock or
preferred stock acquired in the Offerings, plus all prior issuances by the
Holding Company, by one or more Tax-Qualified Employee Stock Benefit Plans,
exclusive of any shares of Holding Company Common Stock acquired by such plans
in the secondary market, shall not exceed 4.9% of the stockholders' equity of
the Holding Company at the conclusion of the Offerings.

(h) The aggregate amount of Holding Company Common Stock acquired
in the Offerings, plus all prior issuances by the Holding Company, by all stock
benefit plans of the Holding Company or the Bank, other than employee stock
ownership plans, shall not exceed 25% of the outstanding Holding Company Common
Stock held by persons other than the MHC.

(i) The aggregate amount of Holding Company Common Stock acquired
in the Offerings, plus all prior issuances by the Holding Company, by all
Non-Tax-Qualified Employee Stock Benefit Plans or Management Persons and their
Associates, exclusive of any Holding Company Common Stock acquired by such plans
or Management Persons and their Associates in the secondary market, shall not
exceed 31% of the outstanding shares of Holding Company Common Stock, held by
persons other than that MHC, at the conclusion of the Offerings. In calculating
the number of shares held by Management Persons and their Associates under this
paragraph or paragraph j. below, shares held by any Tax-Qualified Employee Stock
Benefit Plan or Non-Tax-Qualified Employee Stock Benefit Plan that are
attributable to such persons shall not be counted.

(j) The aggregate amount of Holding Company Common Stock or
preferred stock acquired in the Offerings, plus all prior issuances by the
Holding Company, by all Non-Tax-Qualified Employee Stock Benefit Plans or
Management Persons and their Associates, exclusive of any Holding Company Common
Stock acquired by such plans or Management Persons and their Associates in the
secondary market, shall not exceed 31% of the stockholders' equity of the
Holding Company, held by persons other than MHC, at the conclusion of the
Offerings.

(k) For purposes of the foregoing limitations and the
determination of Subscription Rights, (i) directors, Officers and employees of
the Holding Company, the Bank or their subsidiaries shall not be deemed to be
Associates or a group Acting in Concert solely as a result of their capacities
as such, (ii) shares purchased by Tax-Qualified Employee Stock Benefit Plans
shall not be attributable to the individual trustees or beneficiaries of any
such plan for purposes of determining compliance with the limitations set forth
in Section 10(b) hereof, and (iii) shares purchased by a Tax-Qualified Employee
Stock Benefit Plan pursuant to instructions of an individual in an account in
such plan in which the individual has the right to direct the investment,
including any plan of the Bank qualified under Section 401(k) of the Code, shall
be aggregated and included in that individual's purchases and not attributed to
the Tax-Qualified Employee Stock Benefit Plan.

(l) Subject to any required regulatory approval and the
requirements of applicable laws and regulations, but without further approval of
the Members or resolicitation of subscribers, the Holding Company and the Bank
may increase or decrease any of the individual or aggregate purchase limitations
set forth herein to a percentage which does not exceed 5% of the total offering
of shares of Holding Company Common Stock in the Offerings whether prior to,
during or after the Subscription Offering, Community Offering and/or Syndicated
Community Offering. In the event that an individual purchase limitation is
increased after commencement of the Subscription Offering or any other offering,
the Holding Company and the Bank shall permit any Person who subscribed for the
maximum number of shares of Conversion Stock to purchase an additional number of
shares, so that such Person shall be permitted to subscribe for the then maximum
number of shares permitted to be subscribed for by such Person, subject to the
rights and preferences of any Person who has priority Subscription Rights. In
the event that any of the individual or aggregate purchase limitations are
decreased after commencement of the Subscription Offering or any other offering,
the orders of any Person who subscribed for more than the new purchase
limitation shall be decreased by the minimum amount necessary so that such
Person shall be in compliance with the then maximum number of shares permitted
to be subscribed for by such Person.

(m) The Holding Company and the Bank shall have the right to take
all such action as they may, in their sole discretion, deem necessary,
appropriate or advisable in order to monitor and enforce the terms, conditions,
limitations and restrictions contained in this Section 10 and elsewhere in this
Plan and the terms, conditions and representations contained in the Order Form,
including, but not limited to, the absolute right (subject only to any necessary
regulatory approvals or concurrences) to reject, limit or revoke acceptance of
any subscription or order and to delay, terminate or refuse to consummate any
sale of Conversion Stock that they believe might violate, or is designed to, or
is any part of a plan to, evade or circumvent such terms, conditions,
limitations, restrictions and representations. Any such action shall be final,
conclusive and binding on all persons, and the Holding Company and the Bank and
their respective Boards shall be free from any liability to any Person on
account of any such action.

11. TIMING OF SUBSCRIPTION OFFERING; MANNER OF EXERCISING SUBSCRIPTION
RIGHTS AND ORDER FORMS.

(a) The Offerings shall be conducted in compliance with 12 C.F.R.
Part 563g and, to the extent applicable, Form OC. The Subscription Offering may
be commenced concurrently with or at any time after the mailing of the Proxy
Statement. The Subscription Offering may be closed before the Special Meeting,
provided that the offer and sale of the Conversion Stock shall be conditioned
upon the approval of the Plan by the Voting Members at the Special Meeting.

(b) The exact timing of the commencement of the Subscription
Offering shall be determined by the Holding Company and the Bank in consultation
with the Independent Appraiser and any financial or advisory or investment
banking firm retained by them in connection with the Reorganization. The Holding
Company and the Bank may consider a number of factors, including, but not
limited to, their current and projected future earnings, local and national
economic conditions, and the prevailing market for stocks in general and stocks
of financial institutions in particular. The Holding Company and the Bank shall
have the right to withdraw, terminate, suspend, delay, revoke or modify any such
Subscription Offering, at any time and from time to time, as they in their sole
discretion may determine, without liability to any Person, subject to compliance
with applicable securities laws and any necessary regulatory approval or
concurrence.

(c) The Holding Company and the Bank shall, promptly after the SEC
has declared the Registration Statement, which includes the Prospectus,
effective and all required regulatory approvals have been obtained, distribute
or make available the Prospectus, together with Order Forms for the purchase of
Conversion Stock, to all Participants for the purpose of enabling them to
exercise their respective Subscription Rights, subject to Section 13 hereof. To
the extent permitted by applicable law and regulation, the Holding Company and
the Bank may elect to mail a Prospectus and Order Form only to those
Participants who request such materials by returning a postage-paid card to the
Holding Company and the Bank by a date specified in the letter informing them of
their Subscription Rights. Under such circumstances, the Subscription Offering
shall not be closed prior to the expiration of 30 days after the mailing by the
Holding Company and the Bank of the postage-paid card to Participants.

(d) A single Order Form for all Deposit Accounts maintained with
the Bank by an Eligible Account Holder and any Supplemental Eligible Account
Holder may be furnished, irrespective of the number of Deposit Accounts
maintained with the Bank on the Eligibility Record Date and Supplemental
Eligibility Record Date, respectively. No person holding a Subscription Right
may exceed any otherwise applicable purchase limitation by submitting multiple
orders for Conversion Stock. Multiple orders are subject to adjustment, as
appropriate, on a pro rata basis and deposit balances will be divided equally
among such orders in allocating shares in the event of an oversubscription.

(e) The recipient of an Order Form shall have no less than 20 days
and no more than 45 days from the date of mailing of the Order Form (with the
exact termination date to be set forth on the Order Form) to properly complete
and execute the Order Form and deliver it to the

Holding Company and the Bank. The Holding Company and the Bank may extend such
period by such amount of time as they determine is appropriate. Failure of any
Participant to deliver a properly executed Order Form to the Holding Company and
the Bank, along with full payment (or authorization for full payment by
withdrawal) for the shares of Conversion Stock subscribed for, within the time
limits prescribed, shall be deemed a waiver and release by such person of any
rights to subscribe for shares of Conversion Stock. Each Participant shall be
required to confirm to the Holding Company and the Bank by executing an Order
Form that such Person has fully complied with all of the terms, conditions,
limitations and restrictions in the Plan.

(f) The Holding Company and the Bank shall have the absolute
right, in their sole discretion and without liability to any Participant or
other Person, to reject any Order Form, including, but not limited to, any Order
Form that is (i) improperly completed or executed; (ii) not timely received;
(iii) not accompanied by the proper and full payment (or authorization of
withdrawal for full payment) or, in the case of institutional investors in the
Community Offering, not accompanied by an irrevocable order together with a
legally binding commitment to pay the full amount of the purchase price prior to
48 hours before the completion of the Offerings; or (iv) submitted by a Person
whose representations the Holding Company and the Bank believe to be false or
who they otherwise believe, either alone, or Acting in Concert with others, is
violating, evading or circumventing, or intends to violate, evade or circumvent,
the terms and conditions of the Plan. Furthermore, in the event Order Forms (i)
are not delivered and are returned to the Bank by the United States Postal
Service or the Bank is unable to locate the addressee, or (ii) are not mailed
pursuant to a "no mail" order placed in effect by the account holder, the
Subscription Rights of the person to which such rights have been granted will
lapse as though such person failed to return the contemplated Order Form within
the time period specified thereon. The Holding Company and the Bank may, but
will not be required to, waive any irregularity on any Order Form or may require
the submission of corrected Order Forms or the remittance of full payment for
shares of Conversion Stock by such date as they may specify. The interpretation
of the Holding Company and the Bank of the terms and conditions of the Order
Forms shall be final and conclusive.

12. PAYMENT FOR CONVERSION STOCK.

(a) Payment for shares of Conversion Stock subscribed for by
Participants in the Subscription Offering and payment for shares of Conversion
Stock ordered by Persons in the Community Offering shall be equal to the Initial
Purchase Price multiplied by the number of shares that are being subscribed for
or ordered, respectively. Such payment may be made in cash, if delivered in
person, or by check or money order at the time the Order Form is delivered to
the Bank. The Bank, in its sole and absolute discretion, may also elect to
receive payment for shares of Conversion Stock by wire transfer. In addition,
the Holding Company and the Bank may elect to provide Participants and/or other
Persons who have a Deposit Account with the Bank the opportunity to pay for
shares of Conversion Stock by authorizing the Bank to withdraw from such Deposit
Account an amount equal to the aggregate Initial Purchase Price of such shares.
Payment may also be made by a Participant using funds held for such
Participant's benefit by a Bank Benefit Plan to the extent that such plan allows
participants or any related trust established for the benefit of such
participants to direct that some or all of their individual accounts or
sub-accounts be invested in Conversion Stock. If the Actual Purchase Price is
less than the Initial Purchase Price, the Bank shall refund the difference to
all Participants and other Persons, unless the Holding Company and the Bank
choose to provide Participants and other Persons the opportunity on the Order
Form to elect to have such difference applied to the purchase of additional
whole shares of Conversion Stock. If the Actual Purchase Price is more than the
Initial Purchase Price, the Bank shall reduce the number of shares of Conversion
Stock ordered by Participants and other Persons and refund any remaining amount
which is attributable to a fractional share interest, unless the Bank chooses to
provide Participants and other Persons the opportunity to increase the Actual
Purchase Price submitted by them.

(b) Notwithstanding the above, if the Tax-Qualified Employee Stock
Benefit Plans subscribe for shares during the Subscription Offering, such plans
will not be required to pay for the shares at the time they subscribe but rather
may pay for such shares of Holding Company Common Stock subscribed for by such
plans at the Actual Purchase Price upon consummation of the Offerings, provided
that, in the case of the ESOP, there is in force from the time of its
subscription until the consummation of the Offerings, a loan commitment to lend
to the ESOP, at such time, the aggregated price of the shares for which it
subscribed.

(c) If a Participant or other Person authorizes the Bank to
withdraw the amount of the Initial Purchase Price from his or her Deposit
Account, the Bank shall have the right to make such withdrawal or to freeze
funds equal to the aggregate Initial Purchase Price upon receipt of the Order
Form. Notwithstanding any regulatory provisions regarding penalties for early
withdrawals from certificate accounts, the Bank may allow payment by means of
withdrawal from certificate accounts without the assessment of such penalties.
In the case of an early withdrawal of only a portion of such account, the
certificate evidencing such account shall be canceled if any applicable minimum
balance requirement ceases to be met. In such case, the remaining balance will
earn interest at the regular passbook rate. However, where any applicable
minimum balance is maintained in such certificate account, the rate of return on
the balance of the certificate account shall remain the same as prior to such
early withdrawal. This waiver of

the early withdrawal penalty applies only to withdrawals made in connection with
the purchase of Conversion Stock and is entirely within the discretion of the
Holding Company and the Bank.

(d) The Bank shall pay interest, at not less than the passbook
rate, for all amounts paid in cash, by check or money order to purchase shares
of Conversion Stock in the Subscription Offering and the Community Offering from
the date payment is received until the date the Reorganization is completed or
terminated.

(e) The Holding Company will not offer or sell any of the Holding
Company Common Stock proposed to be issued to any Person whose purchase would be
financed by funds loaned, directly or indirectly, to the Person by the Bank.

(f) Each share of Conversion Stock shall be non-assessable upon
payment in full of the Actual Purchase Price.

13. ACCOUNT HOLDERS IN NONQUALIFIED STATES OR FOREIGN COUNTRIES.

The Holding Company and the Bank shall make reasonable efforts to
comply with the securities laws of all jurisdictions in the United States in
which Participants reside. However, no Participant will be offered or receive
any Conversion Stock under the Plan if such Participant resides in a foreign
country or resides in a jurisdiction of the United States with respect to which
all of the following apply: (a) there are few Participants otherwise eligible to
subscribe for shares under this Plan who reside in such jurisdiction; (b) the
granting of Subscription Rights or the offer or sale of shares of Conversion
Stock to such Participants would require any of the Holding Company or the Bank
or their respective directors and Officers, under the laws of such jurisdiction,
to register as a broker-dealer, salesman or selling agent or to register or
otherwise qualify the Conversion Stock for sale in such jurisdiction, or any of
the Holding Company or the Bank would be required to qualify as a foreign
corporation or file a consent to service of process in such jurisdiction; and
(c) such registration, qualification or filing in the judgment of the Holding
Company and the Bank would be impracticable or unduly burdensome for reasons of
cost or otherwise.

14. VOTING RIGHTS OF SHAREHOLDERS.

Following consummation of the Reorganization, voting rights with
respect to the Bank shall be held and exercised exclusively by the Holding
Company as holder of all of the Bank's outstanding voting capital stock, voting
rights with respect to the Holding Company shall be held and exercised
exclusively by the holders of the Holding Company's voting capital stock, and
voting rights with respect to the MHC shall be held and exercised exclusively by
its eligible members.

15. TRANSFER OF DEPOSIT ACCOUNTS.

Each Deposit Account in the Bank at the time of the consummation of the
Reorganization shall become, without further action by the holder, a Deposit
Account in the Bank equivalent in withdrawable amount to the withdrawal value
(as adjusted to give effect to any withdrawal made for the purchase of
Conversion Stock), and subject to the same terms and conditions (except as to
voting and liquidation rights) as such Deposit Account in the Bank immediately
preceding consummation of the Reorganization. Holders of Deposit Accounts in the
Bank shall not, as such holders, have any voting rights.

16. REQUIREMENTS FOLLOWING REORGANIZATION FOR REGISTRATION, MARKET MAKING
AND STOCK EXCHANGE LISTING.

In connection with the Reorganization, the Holding Company shall
register the Holding Company Common Stock pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended, and shall undertake not to
deregister such stock for a period of three years thereafter. The Holding
Company also shall use its best efforts to (i) encourage and assist a market
maker to establish and maintain a market for the Holding Company Common Stock,
and (ii) list the Holding Company Common Stock on a national or regional
securities exchange or to have quotations for such stock disseminated on the
Nasdaq Stock Market.

17. DIRECTORS AND OFFICERS OF THE BANK.

Each person serving as a director or Officer of the Bank at the
effective time of the Reorganization shall continue to serve as a director or
Officer of the Bank for the balance of the term for which the person was elected
prior to the Reorganization, and until a successor is elected and qualified.

18. REQUIREMENTS FOR STOCK PURCHASES BY DIRECTORS AND OFFICERS FOLLOWING
THE REORGANIZATION.

For a period of three years following the Reorganization, the directors
and Officers of the Holding Company and the Bank and their Associates may not
purchase, without the prior written approval of the OTS, Holding Company Common
Stock except from a broker-dealer registered with the SEC. This prohibition
shall not apply, however, to (i) a negotiated transaction and involving more
than 1% of the outstanding Holding Company Common Stock, and (ii) purchases of
stock made by and held by any Tax-Qualified Employee Stock Benefit Plan (and
purchases of stock made by and held by any Non-Tax-Qualified Employee Stock
Benefit Plan following the receipt of shareholder approval of such plan) even if
such Holding Company Common Stock may be attributable to individual Officers or
directors and their Associates. The foregoing restriction on purchases of
Holding Company Common Stock shall be in addition to any restrictions that may
be imposed by federal and state securities laws.

19. RESTRICTIONS ON TRANSFER OF STOCK.

All shares of Conversion Stock which are purchased by Persons other
than directors and Officers of the Holding Company or the Bank shall be
transferable without restriction. Shares of Conversion Stock purchased by
directors and Officers of the Holding Company or the Bank and their Associates
on original issue from the Holding Company (by subscription or otherwise) shall
be subject to the restriction that such shares shall not be sold or otherwise
disposed of for value for a period of one year following the date of purchase,
except for any disposition of such shares following the death of the original
purchaser. The shares of Conversion Stock issued by the Holding Company to such
directors and Officers shall bear the following legend giving appropriate notice
of such one-year restriction:

"The shares of stock evidenced by this Certificate are
restricted as to transfer for a period of one year from the
date of this Certificate pursuant to Part 575 of the Rules and
Regulations of the Office of Thrift Supervision. These shares
may not be transferred during such one-year period without a
legal opinion of counsel for the Company that said transfer is
permissible under the provisions of applicable law and
regulation. This restrictive legend shall be deemed null and
void after one year from the date of this Certificate."

In addition, the Holding Company shall give appropriate instructions to the
transfer agent for the Holding Company Common Stock with respect to the
applicable restrictions relating to the transfer of restricted stock. Any shares
issued at a later date as a stock dividend, stock split or otherwise with
respect to any such restricted stock shall be subject to the same holding period
restrictions as may then be applicable to such restricted stock. The foregoing
restriction on transfer shall be in addition to any restrictions on transfer
that may be imposed by federal and state securities laws.

20. RESTRICTIONS ON VOTING HOLDING COMPANY COMMON STOCK.

The Charter of the Holding Company shall provide that in no event shall
any record owner of any outstanding shares of Holding Company Common Stock who
beneficially owns in excess of 10% of such outstanding shares, except the MHC,
shall be entitled or permitted to any vote in respect to any shares held in
excess of 10%. In addition, the Charter and Bylaws of the Holding Company will
include provisions that eliminate cumulative voting for the election of
directors and prohibit persons other than the Board of Directors of the Holding
Company from calling special meetings of the stockholders of the Holding
Company.

21. ADOPTION OF FEDERAL STOCK CHARTER AND BYLAWS.

As part of the Reorganization, the Bank shall take all appropriate
steps to adopt a federal stock charter and bylaws to authorize the issuance of
capital stock and otherwise to read in a form consistent with a federally
chartered stock form savings bank.

22. TAX RULINGS OR OPINIONS.

Consummation of the Reorganization is conditioned upon prior receipt by
the Holding Company and the Bank of either a ruling or an opinion of counsel
with respect to federal tax laws, and either a ruling or an opinion with respect
to Connecticut tax laws, to the effect that consummation of the transactions
contemplated hereby will not result in a taxable reorganization under the
provisions of the applicable codes or otherwise result in any adverse tax
consequences to the Holding Company and the Bank or to account holders receiving
Subscription Rights before or after the Reorganization, except in each case to
the extent, if any, that Subscription Rights are deemed to have fair market
value on the date such rights are issued.

23. STOCK COMPENSATION PLANS.

(a) The Holding Company and the Bank are authorized to adopt
Tax-Qualified Employee Stock Benefit Plans in connection with the
Reorganization, including without limitation an employee stock ownership plan.

(b) Subsequent to the Reorganization, the Holding Company and the
Bank are authorized to adopt Non-Tax Qualified Employee Stock Benefit Plans,
including without limitation, stock option plans and restricted stock plans,
provided however that, with respect to any such plan, the total number of shares
of common stock for which options may be granted and the total amount of common
stock granted as restricted stock must not exceed limitations set forth in
Section 10 hereof. In addition, any such plan implemented during the one-year
period subsequent to the date of consummation of the Reorganization: (i) shall
be disclosed in the proxy solicitation materials for the Special Meeting of
Members and in the Prospectus; (ii) in the case of stock option plans and
employee recognition or grant plans, shall be submitted for approval by the
holders of the Holding Company Common Stock no earlier than six months following
consummation of the Reorganization; and (iii) shall comply with all other
applicable requirements of the OTS.

(c) Existing, as well as any newly-created, Tax-Qualified Employee
Stock Benefit Plans may purchase shares of Conversion Stock in the Offerings, to
the extent permitted by the terms of such benefit plans and this Plan.

(d) The Holding Company and the Bank are authorized to enter into
employment or severance agreements with their executive officers.

24. DIVIDEND AND REPURCHASE RESTRICTIONS ON STOCK.

The Holding Company may not declare or pay a cash dividend on its
Holding Company Common Stock if the effect thereof would cause the regulatory
capital of the Bank to be reduced

below the amount required under Section 567.2 of the Regulations. Otherwise, the
Holding Company may declare dividends or make other capital distributions in
accordance with Section 563b.520 of the Regulations. Following completion of the
Offerings, the Holding Company may repurchase its Holding Company Common Stock
consistent with Section 563b.510 and Section 563b.515 of the Regulations
relating to stock repurchases, as long as such repurchases do not cause the
regulatory capital of the Bank to be reduced below the amount required under
Section 567.2 of the Regulations. The MHC may from time to time purchase Holding
Company Common Stock. Subject to any notice or approval requirements of the OTS
under the Regulations, the MHC may waive its right to receive dividends declared
by the Holding Company.

25. PAYMENT OF FEES TO BROKERS.

The Bank may elect to offer to pay fees on a per share basis to
securities brokers who assist purchasers of Conversion Stock in the Offerings.

26. EFFECTIVE DATE.

The effective date of the Reorganization shall be the date of the
closing of the sale of all shares of Conversion Stock. The closing of the sale
of all shares of Conversion Stock sold in the Offerings shall occur
simultaneously and shall be conditioned upon the prior receipt of all requisite
regulatory and other approvals.

27. AMENDMENT OR TERMINATION OF THE PLAN.

If deemed necessary or desirable by the Board of Directors of the Bank,
this Plan may be substantively amended, as a result of comments from regulatory
authorities or otherwise, at any time prior to the solicitation of proxies from
Members to vote on the Plan and at any time thereafter with the concurrence of
the OTS. Any amendment to this Plan made after approval by the Members with the
concurrence of the OTS shall not necessitate further approval by the Members
unless otherwise required by the OTS. This Plan shall terminate if the sale of
all shares of Conversion Stock is not completed within 24 months from the date
of the Special Meeting. Prior to the earlier of the Special Meeting, this Plan
may be terminated by the Board of Directors of the Bank without approval of the
OTS; after the Special Meeting, the Board of Directors may terminate this Plan
only with the approval of the OTS.

28. INTERPRETATION OF THE PLAN.

All interpretations of this Plan and application of its provisions to
particular circumstances by a majority of each of the Boards of Directors of the
Holding Company and Bank shall be final, subject to the authority of the OTS.

NAUGATUCK VALLEY SAVINGS AND LOAN

CHARTER

SECTION 1. CORPORATE TITLE. The full corporate title of the savings
bank is Naugatuck Valley Savings and Loan (the "Bank").

SECTION 2. OFFICE. The home office shall be located in the Borough of
Naugatuck, Connecticut.

SECTION 3. DURATION. The duration of the Bank is perpetual.

SECTION 4. PURPOSE AND POWERS. The purpose of the Bank is to pursue
any or all of the lawful objectives of a Federal savings bank chartered under
section 5 of the Home Owners' Loan Act and to exercise all of the express,
implied, and incidental powers conferred thereby and by all acts amendatory
thereof and supplemental thereto, subject to the Constitution and laws of the
United States as they are now in effect, or as they may hereafter be amended,
and subject to all lawful and applicable rules, regulations, and orders of the
Office of Thrift Supervision (the "OTS").

SECTION 5. CAPITAL STOCK. The total number of shares of all classes of
the capital stock that the Bank has the authority to issue is five thousand
(5,000), of which four (4,000) shares shall be common stock, par value $1.00
per share, and of which one thousand (1,000) shares shall be serial preferred
stock, par value $1.00 per share. The shares may be issued from time to time as
authorized by the Board of Directors without the approval of the shareholders,
except as otherwise provided in this Section 5 or to the extent that such
approval is required by governing law, rule, or regulation. The consideration
for the issuance of the shares shall be paid in full before their issuance and
shall not be less than the par value. Neither promissory notes nor future
services shall constitute payment or part payment for the issuance of shares of
the Bank. The consideration for the shares shall be cash, tangible or
intangible property (to the extent direct investment in such property would be
permitted to the Bank), labor, or services actually performed for the Bank, or
any combination of the foregoing. In the absence of actual fraud in the
transaction, the value of such property, labor, or services, as determined by
the Board of Directors of the Bank, shall be conclusive. Upon payment of such
consideration, such shares shall be deemed to be fully paid and nonassessable.
In the case of a stock dividend, that part of the retained earnings of the Bank
that is transferred to common stock or paid-in capital accounts upon the
issuance of shares as a stock dividend shall be deemed to be the consideration
for their issuance.

Except for the shares issued in the initial organization of the Bank
or in connection with the conversion of the Bank from the mutual to stock form
of capitalization, no shares of capital stock (including shares issuable upon
conversion, exchange or exercise of other securities) shall be issued, directly
or indirectly, to officers, directors, or controlling persons of the Bank other
than as part of a general public offering or as qualifying shares to a
director, unless their issuance or the plan under which they would be issued
has been approved by a majority of the total votes eligible to be cast at a
legal meeting.

Nothing contained in this Section 5 (or in any supplementary sections
hereto) shall entitle the holders of any class or series of capital stock to
vote as a separate class or series or to more than one vote per share provided,
that this restriction on voting separately by class or series shall not apply:

(i) to any provision that would authorize the holders of
preferred stock, voting as a class or series, to elect some members of the
Board of Directors, less than a majority thereof, in the event of default in
the payment of dividends on any class or series of preferred stock;

(ii) to any provision that would require the holders of preferred
stock, voting as a class or series, to approve the merger or consolidation of
the Bank with another corporation or the sale, lease, or conveyance (other than
by mortgage or pledge) of properties or business in exchange for securities of
a corporation other than the Bank if the preferred stock is exchanged for
securities of such other corporation; provided, that no provision may require
such approval for transactions undertaken with the assistance or pursuant to
the direction of the OTS, or the Federal Deposit Insurance Corporation;

(iii) to any amendment that would adversely change the specific
terms of any class or series of capital stock as set forth in this Section 5
(or in any supplementary sections hereto), including any amendment which would
create or enlarge any class or series ranking prior thereto in rights and
preferences. An amendment that increases the number of authorized shares of any
class or series of capital stock, or substitutes the surviving bank in a merger
or consolidation for the Bank, shall not be considered to be such an adverse
change.

A description of the different classes and series (if any) of the
Bank's capital stock and a statement of the designations, and the relative
rights, preferences, and limitations of the shares of each class of and series
(if any) of capital stock are as follows:

A. COMMON STOCK. Except as provided in this Section 5 (or in any
supplementary sections hereto) the holders of the common stock shall
exclusively possess all voting power. Each holder of shares of common stock
shall be entitled to one vote for each share held by such holder and there
shall be no right to cumulate votes in an election of directors.

Whenever there shall have been paid, or declared and set aside for
payment, to the holders of the outstanding shares of any class of stock having
preference over the common stock as to payment of dividends, the full amount of
dividends and of sinking fund, retirement fund, or other retirement payments,
if any, to which such holders are respectively entitled in preference to the
common stock, then dividends may be paid on the common stock and on any class
or series of stock entitled to participate therewith as to dividends out of any
assets legally available for the payment of dividends.

In the event of any liquidation, dissolution, or winding up of the
Bank, the holders of the common stock (and the holders of any class or series
of stock entitled to participate with the common stock in the distribution of
assets) shall be entitled to receive, in cash or in kind, the assets of the
Bank available for distribution remaining after: (i) payment or provision for

payment of the Bank's debts and liabilities; (ii) distributions or provision
for distributions in settlement of its liquidation account; and (iii)
distributions or provision for distributions to holders of any class or series
of stock having preference over the common stock in the liquidation,
dissolution, or winding up of the Bank. Each share of common stock shall have
the same relative rights as and be identical in all respects with all the other
shares of common stock.

B. PREFERRED STOCK. The Bank may provide in supplementary
sections to its charter for one or more classes of preferred stock, which shall
be separately identified. The shares of any class may be divided into and
issued in series, with each series separately designated so as to distinguish
the shares thereof from the shares of all other series and classes. The terms
of each series shall be set forth in a supplementary section to the charter.
All shares of the same class shall be identical except as to the following
relative rights and preferences, as to which there may be variations between
different series:

(i) the distinctive serial designation and the number of shares
constituting such series;

(ii) the dividend rate or the amount of dividends to be paid on
the shares of such series, whether dividends shall be cumulative and, if so,
from which date(s), the payment date(s) for dividends, and the participating or
other special rights, if any, with respect to dividends;

(iii) the voting powers, full or limited, if any, of shares of such
series;

(iv) whether the shares of such series shall be redeemable and, if
so, the price(s) at which, and the terms and conditions on which, such shares
may be redeemed;

(v) the amount(s) payable upon the shares of such series in the
event of voluntary or involuntary liquidation, dissolution, or winding up of
the Bank;

(vi) whether the shares of such series shall be entitled to the
benefit of a sinking or retirement fund to be applied to the purchase or
redemption of such shares, and if so entitled, the amount of such fund and the
manner of its application, including the price(s) at which such shares may be
redeemed or purchased through the application of such fund;

(vii) whether the shares of such series shall be convertible into,
or exchangeable for, shares of any other class or classes of stock of the Bank
and, if so, the conversion price(s) or the rate(s) of exchange, and the
adjustments thereof, if any, at which such conversion or exchange may be made,
and any other terms and conditions of such conversion or exchange;

(viii) the price or other consideration for which the shares of such
series shall be issued; and

(ix) whether the shares of such series which are redeemed or
converted shall have the status of authorized but unissued shares of serial
preferred stock and whether such shares may be reissued as shares of the same
or any other series of serial preferred stock.

Each share of each series of serial preferred stock shall have the
same relative rights as and be identical in all respects with all the other
shares of the same series.

The Board of Directors shall have authority to divide, by the adoption
of supplementary charter sections, any authorized class of preferred stock into
series and, within the limitations set forth in this section and the remainder
of this charter, fix and determine the relative rights and preferences of the
shares of any series so established.

Prior to the issuance of any preferred shares of a series established
by a supplementary charter section adopted by the Board of Directors, the Bank
shall file with the Secretary of the OTS a dated copy of that supplementary
section of this charter establishing and designating the series and fixing and
determining the relative rights and preferences thereof.

SECTION 6. PREEMPTIVE RIGHTS. Holders of the capital stock of the Bank
shall not be entitled to preemptive rights with respect to any shares of the
Bank that may be issued.

SECTION 7. DIRECTORS. The Bank shall be under the direction of a Board
of Directors. The authorized number of directors, as stated in the Bank's
bylaws, shall not be fewer than five (5) nor more than fifteen (15), except
when a greater or lesser number is approved by the Director of the OTS, or his
or her delegate.

SECTION 8. CERTAIN PROVISIONS APPLICABLE FOR FIVE YEARS.
Notwithstanding anything contained in the Bank's charter and or bylaws to the
contrary, for a period of five (5) years from the date of completion of an
initial minority stock offering of shares of common stock of Naugatuck Valley
Financial Corporation, the following provisions shall apply:

A. BENEFICIAL OWNERSHIP LIMITATION. No person shall directly or
indirectly offer to acquire or acquire the beneficial ownership of more than
ten percent (10%) of any class of an equity security of the Bank. This
limitation shall not apply to Naugatuck Valley Mutual Holding Company or
Naugatuck Valley Financial Corporation, a transaction in which the Bank forms a
holding company without change in the respective beneficial ownership interests
of its stockholders other than pursuant to the exercise of any dissenter and
appraisal rights, the purchase of shares by underwriters in connection with a
public offering, or the purchase of shares by a tax-qualified employee stock
benefit plan that is exempt from the approval requirements under
574.3(c)(1)(vii) of the OTS's regulations.

In the event shares are acquired in violation of this Section 8, all
shares beneficially owned by any person in excess of ten percent (10%) shall be
considered "excess shares" and shall not be counted as shares entitled to vote
and shall not be voted by any person or counted as voting shares in connection
with any matters submitted to the stockholders for a vote.

For the purposes of this Section 8, the following definitions apply.

(A) The term "person" includes an individual, a group acting in
concert, a corporation, a partnership, an association, a joint stock company, a
trust, an unincorporated organization or similar company, a syndicate or any
other group formed for the purpose of acquiring, holding or disposing of the
equity securities of the Bank.

(B) The term "offer" includes every offer to buy or otherwise
acquire, solicitation of an offer to sell, tender offer for, or request or
invitation for tenders of, a security or interest in a security for value.

(C) The term "acquire" includes every type of acquisition,
whether effected by purchase, exchange, operation of law or otherwise.

(D) The term "security" includes non_transferable subscription
rights issued pursuant to a plan of stock issuance as well as a "security" as
defined in 15 U.S.C. ss. 78c(a)(10).

(E) The term "acting in concert" means (i) knowing participation
in a joint activity or conscious parallel action towards a common goal whether
or not pursuant to an express agreement, or (ii) a combination or pooling of
voting or other interests in the securities of an issuer for a common purpose
pursuant to any contract, understanding, relationship, agreement or other
arrangements, whether written or otherwise.

B. CALL FOR SPECIAL MEETINGS. Special meetings of stockholders
relating to changes in control of the Bank or amendments to its charter shall
be called only upon direction of the Board of Directors.

SECTION 9. DEPOSIT ACCOUNTS. In any situation in which the priority of
the accounts of the Bank is in controversy, all such accounts shall, to the
extent of their withdrawable value, be debts of the Bank having at least as
high a priority as the claims of general creditors of the Bank not having
priority (other than any priority arising or resulting from consensual
subordination) over other general creditors of the Bank.

SECTION 10. AMENDMENT OF CHARTER. Except as provided in Section 5
hereof, no amendment, addition, alteration, change, or repeal of this charter
shall be made, unless such is first proposed by the Board of Directors of the
Bank, approved by the stockholders by a majority of the total votes eligible to
be cast at a legal meeting, unless a higher vote is otherwise required, and
approved or preapproved by the OTS.

NAUGATUCK VALLEY SAVINGS AND LOAN

Attest: By:
----------------------------- ------------------------------------
Bernadette A. Mole John C. Roman
Secretary of the Bank President and Chief Executive
Officer

OFFICE OF THRIFT SUPERVISION

Attest: By:
----------------------------- ------------------------------------
Secretary of the Office of Director of the Office of Thrift
Thrift Supervision Supervision

Effective Date:
---------------------

NAUGATUCK VALLEY SAVINGS AND LOAN

BYLAWS

ARTICLE I - HOME OFFICE

The home office of Naugatuck Valley Savings and Loan (the "Bank") shall
be located at 333 Church Street, Naugatuck, Connecticut, in the County of New
Haven, in the State of Connecticut.

ARTICLE II - SHAREHOLDERS

SECTION 1. PLACE OF MEETINGS. All annual and special meetings of
shareholders shall be held at the home office of the Bank or at such other
convenient place as the Board of Directors may determine.

SECTION 2. ANNUAL MEETING. A meeting of the shareholders of the Bank
for the election of directors and for the transaction of any other business of
the Bank shall be held annually within 150 days after the end of the Bank's
fiscal year on such date as the Board of Directors may determine.

SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders for
any purpose or purposes, unless otherwise prescribed by the regulations of the
Office of Thrift Supervision (the "OTS") or the Federal Stock Charter of the
Bank, may be called at any time by the chairman of the board, the president, or
a majority of the Board of Directors, and shall be called by the chairman of the
board, the president, or the secretary upon the written request of the holders
of ten percent or more of all the outstanding capital stock of the Bank entitled
to vote at the meeting. Such written request shall state the purpose or purposes
of the meeting and shall be delivered at the home office of the Bank addressed
to the chairman of the board, the president, or the secretary.

SECTION 4. CONDUCT OF MEETINGS. Annual and special meetings shall be
conducted by the chairman of the annual or special meeting in accordance with
the written procedures agreed to by the Board of Directors. The Board of
Directors shall designate, when present, either the chairman of the board or one
of its members to preside at such meetings.

SECTION 5. NOTICE OF MEETINGS. Written notice stating the place, day
and hour of the meeting and the purpose(s) for which the meeting is called shall
be delivered not fewer than 20 nor more than 50 days before the date of the
meeting, either personally or by mail, by or at the direction of the chairman of
the board, the president, or the secretary, or the directors calling the
meeting, to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the mail,
addressed to the shareholder at the address as it appears on the stock transfer
books or records of the Bank as of the record date prescribed in Section 6 of
this Article II with postage prepaid. When any shareholders' meeting, either
annual or special, is adjourned for 30 days or more, notice of the adjourned
meeting shall be given as in the case of an original meeting. It shall not be
necessary to give any notice of the time and place of any meeting

adjourned for less than 30 days or of the business to be transacted at the
meeting, other than an announcement at the meeting at which such adjournment is
taken.

SECTION 6. FIXING OF RECORD DATE. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment, or shareholders entitled to receive payment of any dividend, or
in order to make a determination of shareholders for any other proper purpose,
the Board of Directors shall fix in advance a date as the record date for any
such determination of shareholders. Such date in any case shall be not more than
60 days and, in case of a meeting of shareholders, not fewer than 10 days prior
to the date on which the particular action, requiring such determination of
shareholders, is to be taken. When a determination of shareholders entitled to
vote at any meeting of shareholders has been made as provided in this section,
such determination shall apply to any adjournment.

SECTION 7. VOTING LISTS. At least 20 days before each meeting of the
shareholders, the officer or agent having charge of the stock transfer books for
shares of the Bank shall make a complete list of the shareholders entitled to
vote at such meeting, or any adjournment thereof, arranged in alphabetical
order, with the address and the number of shares held by each. This list of
shareholders shall be kept on file at the home office of the Bank and shall be
subject to inspection by any shareholder of record or the shareholder's agent at
any time during usual business hours for a period of 20 days prior to such
meeting. Such list shall also be produced and kept open at the time and place of
the meeting and shall be subject to inspection by any shareholder during the
entire time of the meeting. The original stock transfer book shall constitute
prima facie evidence of the shareholders entitled to examine such list or
transfer books or to vote at any meeting of shareholders.

In lieu of making the shareholder list available for inspection by
shareholders as provided in the preceding paragraph, the Board of Directors may
elect to follow the procedures prescribed in Section 552.6(d) of the OTS's
regulations as now or hereafter in effect.

SECTION 8. QUORUM. A majority of the outstanding shares of the Bank
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. If less than a majority of the outstanding shares
is represented at a meeting, a majority of the shares so represented may adjourn
the meeting from time to time without further notice. At such adjourned meeting
at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified. The shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to constitute less than a quorum. If a quorum is present, the
affirmative vote of the majority of the shares represented at the meeting and
entitled to vote on the subject matter shall be the act of the shareholders,
unless the vote of a greater number of shareholders voting together or voting by
classes is required by law or the charter. Directors, however, are elected by a
plurality of the votes cast at an election of directors.

SECTION 9. PROXIES. At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or by his or her duly
authorized attorney in fact. Proxies may be given telephonically or
electronically as long as the holder uses a procedure for verifying the identity
of the shareholder. Proxies solicited on behalf of the management shall be voted
as directed by the shareholder or, in the absence of such direction, as
determined by a majority of the Board of

Directors. No proxy shall be valid more than eleven months from the date of its
execution except for a proxy coupled with an interest.

SECTION 10. VOTING OF SHARES IN THE NAME OF TWO OR MORE PERSONS. When
ownership stands in the name of two or more persons, in the absence of written
directions to the Bank to the contrary, at any meeting of the shareholders of
the Bank, any one or more of such shareholders may cast, in person or by proxy,
all votes to which such ownership is entitled. In the event an attempt is made
to cast conflicting votes, in person or by proxy, by the several persons in
whose names shares of stock stand, the vote or votes to which those persons are
entitled shall be cast as directed by a majority of those holding such stock and
present in person or by proxy at such meeting, but no votes shall be cast for
such stock if a majority cannot agree.

SECTION 11. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the
name of another corporation may be voted by any officer, agent, or proxy as the
bylaws of such corporation may prescribe, or, in the absence of such provision,
as the Board of Directors of such corporation may determine. Shares held by an
administrator, executor, guardian, or conservator may be voted by him or her,
either in person or by proxy, without a transfer of such shares into his or her
name. Shares standing in the name of a trustee may be voted by him or her,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him or her without a transfer of such shares into his or her name.
Shares held in trust in an IRA or Keogh Account, however, may be voted by the
Bank if no other instructions are received. Shares standing in the name of a
receiver may be voted by such receiver, and shares held by or under the control
of a receiver may be voted by such receiver without the transfer into his or her
name if authority to do so is contained in an appropriate order of the court or
other public authority by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Bank nor shares
held by another corporation, if a majority of the shares entitled to vote for
the election of directors of such other corporation are held by the Bank, shall
be voted at any meeting, or counted in determining the total number of
outstanding shares at any given time for purposes of any meeting.

SECTION 12. INSPECTORS OF ELECTION. In advance of any meeting of
shareholders, the Board of Directors may appoint any person other than nominees
for office as inspectors of election to act at such meeting or any adjournment.
The number of inspectors shall be either one or three. Any such appointment
shall not be altered at the meeting. If inspectors of election are not so
appointed, the chairman of the Board or the president may, or on the request of
not fewer than 10 percent of the votes represented at the meeting shall, make
such appointment at the meeting. If appointed at the meeting, the majority of
the votes present shall determine whether one or three inspectors are to be
appointed. In case any person appointed as inspector fails to appear or fails or
refuses to act, the vacancy may be filled by appointment by the Board of
Directors in advance of the meeting or at the meeting by the chairman of the
board or the president.

Unless otherwise prescribed by regulations of the OTS, the duties of
such inspectors shall include: determining the number of shares of stock and the
voting power of each share, the shares

represented at the meeting, the existence of a quorum, and the authenticity,
validity and effect of proxies; receiving votes, ballots, or consents; hearing
and determining all challenges and questions in any way arising in connection
with the rights to vote; counting and tabulating all votes or consents;
determining the result; and such acts as may be proper to conduct the election
or vote with fairness to all shareholders.

SECTION 13. NOMINATING COMMITTEE. The Board of Directors shall act as a
nominating committee for selecting the management nominees for election as
directors. Except in the case of a nominee substituted as a result of the death
or other incapacity of a management nominee, the nominating committee shall
deliver written nominations to the secretary at least 20 days prior to the date
of the annual meeting. Upon delivery, such nominations shall be posted in a
conspicuous place in each office of the Bank. No nominations for directors
except those made by the nominating committee shall be voted upon at the annual
meeting unless other nominations by shareholders are made in writing and
delivered to the secretary of the Bank at least five days prior to the date of
the annual meeting. Upon delivery, such nominations shall be posted in a
conspicuous place in each office of the Bank. Ballots bearing the names of all
persons nominated by the nominating committee and by shareholders shall be
provided for use at the annual meeting. However, if the nominating committee
shall fail or refuse to act at least 20 days prior to the annual meeting,
nominations for directors may be made at the annual meeting by any shareholder
entitled to vote and shall be voted upon.

SECTION 14. NEW BUSINESS. Any new business to be taken up at the annual
meeting of shareholders shall be stated in writing and filed with the secretary
of the Bank at least five days before the date of the annual meeting, and all
business so stated, proposed and filed shall be considered at the annual
meeting; but no other proposal shall be acted upon the annual meeting. Any
shareholder may make any other proposal at the annual meeting and the same may
be discussed and considered but unless stated in writing and filed with the
secretary at least five days before the meeting, such proposal shall be laid
over for action at an adjourned, special, or annual meeting of the shareholders
taking place 30 days or more thereafter. This provision shall not prevent the
consideration and approval or disapproval at the annual meeting of reports of
officers, directors and committees; but in connection with such reports, no new
business shall be acted upon at such annual meeting unless stated and filed as
herein provided.

SECTION 15. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be
taken at a meeting of the shareholders, or any other action which may be taken
at a meeting of the shareholders, may be taken without a meeting if consent in
writing, setting forth the action so taken, shall be given by all of the
shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE III - BOARD OF DIRECTORS

SECTION 1. GENERAL POWERS. The business and affairs of the Bank shall
be under the direction of its Board of Directors. The Board of Directors shall
annually elect a chairman of the board from among its members and, when present,
the chairman of the board shall preside at its meetings. If the chairman of the
board is not present, the directors present shall select one of its members to
preside at its meetings.

SECTION 2. NUMBER AND TERM. The Board of Directors shall consist of
eight (8) members and shall be divided into three classes as nearly equal in
number as possible. The members of each class shall be elected for a term of
three years and until their successors are elected and qualified. One class
shall be elected by ballot annually.

SECTION 3. REGULAR MEETINGS. A regular meeting of the Board of
Directors shall be held without other notice than this bylaw following the
annual meeting of shareholders. The Board of Directors may provide by
resolution, the time and place, for holding of additional regular meetings
without other notice than such resolution. Directors may participate in a
meeting by means of conference telephone or similar communications device by
which all persons participating can hear each other at the same time.
Participation by such means shall constitute presence in person for all
purposes.

SECTION 4. QUALIFICATION. Each director shall at all times be the
beneficial owner of not less than 100 shares of capital stock of the Bank unless
the Bank is a wholly owned subsidiary of a holding company.

SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of the chairman of the board or one-third of
the directors. The persons authorized to call special meetings of the Board of
Directors may fix any place, within the Bank's normal lending territory, as the
place for holding any special meeting of the Board of Directors called by such
persons.

Members of the Board of Directors may participate in special meetings
by means of conference telephone or similar communications equipment by which
all persons participating in the meeting can hear each other. Such participation
shall constitute presence in person for all purposes.

SECTION 6. NOTICE. Written notice of any special meeting shall be given
to each director at least 24 hours prior thereto when delivered personally or by
telegram or at least five days prior thereto when delivered by mail at the
address at which the director is most likely to be reached. Such notice shall be
deemed to be delivered when deposited in the mail so addressed, with postage
prepaid if mailed, when delivered to the telegraph company if sent by telegram,
or when the Bank receives notice of delivery if electronically transmitted. Any
director may waive notice of any meeting by a writing filed with the secretary.
The attendance of a director at a meeting shall constitute a waiver of notice of
such meeting, except where a director attends a meeting for the express purpose
of objecting to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.

SECTION 7. QUORUM. A majority of the number of directors fixed by
Section 2 of this Article III shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors; but if less than such
majority is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time. Notice of any adjourned meeting shall be
given in the same manner as prescribed by Section 6 of this Article III.

SECTION 8. MANNER OF ACTING. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors, unless a greater number is prescribed by regulation of the OTS or
by these bylaws.

SECTION 9. ACTION WITHOUT A MEETING. Any action required or permitted
to be taken by the Board of Directors at a meeting may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the directors.

SECTION 10. RESIGNATION. Any director may resign at any time by sending
a written notice of such resignation to the home office of the Bank addressed to
the chairman of the board. Unless otherwise specified, such resignation shall
take effect upon receipt thereof by the chairman of the board. More than three
consecutive absences from regular meetings of the Board of Directors, unless
excused by resolution of the Board of Directors, shall automatically constitute
a resignation, effective when such resignation is accepted by the Board of
Directors.

SECTION 11. VACANCIES. Any vacancy occurring on the Board of Directors
may be filled by the affirmative vote of a majority of the remaining directors
although less than a quorum of the Board of Directors. A director elected to
fill a vacancy shall be elected to serve only until the next election of
directors by the shareholders. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election by the Board of
Directors for a term of office continuing only until the next election of
directors by the shareholders.

SECTION 12. COMPENSATION. Directors, as such, may receive a stated fee
for their services. By resolution of the Board of Directors, a reasonable fixed
sum, and reasonable expenses of attendance, if any, may be allowed for
attendance at each regular or special meeting of the Board of Directors. Members
of either standing or special committees may be allowed such compensation for
attendance at committee meetings as the Board of Directors may determine.

SECTION 13. PRESUMPTION OF ASSENT. A director of the Bank who is
present at a meeting of the Board of Directors at which action on any bank
matter is taken shall be presumed to have assented to the action taken unless
his or her dissent or abstention shall be entered in the minutes of the meeting
or unless he or she shall file a written dissent to such action with the person
acting as the secretary of the meeting before the adjournment thereof or shall
forward such dissent by registered mail to the secretary of the Bank within five
days after the date a copy of the minutes of the meeting is received. Such right
to dissent shall not apply to a director who voted in favor of such action.

SECTION 14. REMOVAL OF DIRECTORS. At a meeting of shareholders called
expressly for that purpose, any director may be removed for cause by a vote of
the holders of a majority of the shares then entitled to vote at an election of
directors. Whenever the holders of the shares of any class are entitled to elect
one or more directors by the provisions of the charter or supplemental sections

thereto, the provisions of this section shall apply, in respect to the removal
of a director or directors so elected, to the vote of the holders of the
outstanding shares of that class and not to the vote of the outstanding shares
as a whole.

For purposes of this section, removal for cause includes, as defined in
12 C.F.R. Section 563.39, or any successor regulation enacted by the OTS,
"personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty
involving personal profit, intentional failure to perform stated duties, [or a]
willful violation of any law, rule or regulation (other than traffic violations
or similar offenses) or final cease-and-desist order."

SECTION 15. INTEGRITY OF DIRECTORS. A person is not qualified to serve
as director if he or she: (1) is under indictment for, or has ever been
convicted of, a criminal offense involving dishonesty or breach of trust and the
penalty for such offense could be imprisonment for more than one year, or (2) is
a person against who a banking agency has, within the past ten years, issued a
cease and desist order for conduct involving dishonesty or breach of trust and
that order is final and not subject to appeal, or (3) has been found either by a
regulatory agency whose decision is final and not subject to appeal or by a
court to have (i) breached a fiduciary duty involving personal profit or (ii)
committed a willful violation of any law, rule or regulation governing banking,
securities, commodities or insurance, or any final cease and desist order issued
by a banking, securities, commodities or insurance regulatory agency.

SECTION 16. AGE LIMITATION. No person 70 years of age shall be eligible
for election, reelection, appointment, or reappointment to the board of the
Bank. No director shall serve as such beyond the annual meeting of the Bank
following the director becoming 70. This age limitation does not apply to an
advisory director.

ARTICLE IV - EXECUTIVE AND OTHER COMMITTEES

SECTION 1. APPOINTMENT. The Board of Directors, by resolution adopted
by a majority of the full board, may designate the chief executive officer and
two or more of the other directors to constitute an executive committee. The
designation of any committee pursuant to this Article IV and the delegation of
authority shall not operate to relieve the Board of Directors, or any director,
of any responsibility imposed by law or regulation.

SECTION 2. AUTHORITY. The executive committee, when the Board of
Directors is not in session, shall have and may exercise all of the authority of
the Board of Directors, except to the extent, if any, that such authority shall
be limited by the resolution appointing the executive committee; and except also
that the executive committee shall not have the authority of the Board of
Directors with reference to: the declaration of dividends; the amendment of the
charter or bylaws of the Bank, or recommending to the shareholders a plan of
merger, consolidation, or conversion; the sale, lease, or other disposition of
all or substantially all of the property and assets of the Bank otherwise than
in the usual and regular course of its business; a voluntary dissolution of the
Bank; a revocation of any of the foregoing; or the approval of a transaction in
which any member of the executive committee, directly or indirectly, has any
material beneficial interest.

SECTION 3. TENURE. Subject to the provisions of Section 8 of this
Article IV, each member of the executive committee shall hold office until the
next regular annual meeting of the

Board of Directors following his or her designation and until a successor is
designated as a member of the executive committee.

SECTION 4. MEETINGS. Regular meetings of the executive committee may be
held without notice at such times and places as the executive committee may fix
from time to time by resolution. Special meetings of the executive committee may
be called by any member thereof upon not less than one day's notice stating the
place, date, and hour of the meeting, which notice may be written or oral. Any
member of the executive committee may waive notice of any meeting and no notice
of any meeting need be given to any member thereof who attends in person. The
notice of a meeting of the executive committee need not state the business
proposed to be transacted at the meeting.

SECTION 5. QUORUM. A majority of the members of the executive committee
shall constitute a quorum for the transaction of business at any meeting
thereof, and action of the executive committee must be authorized by the
affirmative vote of a majority of the members present at a meeting at which a
quorum is present.

SECTION 6. ACTION WITHOUT A MEETING. Any action required or permitted
to be taken by the executive committee at a meeting may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the members of the executive committee.

SECTION 7. VACANCIES. Any vacancy in the executive committee may be
filled by a resolution adopted by a majority of the full Board of Directors.

SECTION 8. RESIGNATIONS AND REMOVAL. Any member of the executive
committee may be removed at any time with or without cause by resolution adopted
by a majority of the full Board of Directors. Any member of the executive
committee may resign from the executive committee at any time by giving written
notice to the president or secretary of the Bank. Unless otherwise specified,
such resignation shall take effect upon its receipt; the acceptance of such
resignation shall not be necessary to make it effective.

SECTION 9. PROCEDURE. The executive committee shall elect a presiding
officer from its members and may fix its own rules of procedure, which shall not
be inconsistent with these bylaws. It shall keep regular minutes of its
proceedings and report the same to the Board of Directors for its information at
the meeting held next after the proceedings shall have occurred.

SECTION 10. OTHER COMMITTEES. The Board of Directors may by resolution
establish an audit, loan, or other committee composed of directors as they may
determine to be necessary or appropriate for the conduct of the business of the
Bank and may prescribe the duties, constitution, and procedures thereof.

ARTICLE V - OFFICERS

SECTION 1. POSITIONS. The officers of the Bank shall be a president,
one or more vice presidents, a secretary, and a treasurer or comptroller, each
of whom shall be elected by the Board of Directors. The Board of Directors may
also designate the Chairman of the Board as an officer. The offices of the
secretary and treasurer or comptroller may be held by the same person and a vice
president may also be either the secretary or the treasurer or comptroller. The
Board of Directors

may designate one or more vice presidents as executive vice president or senior
vice president. The Board of Directors may also elect or authorize the
appointment of such other officers as the business of the Bank may require. The
officers shall have such authority and perform such duties as the Board of
Directors may from time to time authorize or determine. In the absence of action
by the Board of Directors, the officers shall have such powers and duties as
generally pertain to their respective offices.

SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Bank shall
be elected annually at the first meeting of the Board of Directors held after
each annual meeting of the shareholders. If the election of officers is not held
at such meeting, such election shall be held as soon thereafter as possible.
Each officer shall hold office until a successor has been duly elected and
qualified or until the officer's death, resignation, or removal in the manner
hereinafter provided. Election or appointment of an officer, employee, or agent
shall not of itself create contractual rights. The Board of Directors may
authorize the Bank to enter into an employment contract with any officer in
accordance with regulations of the Office; but no such contract shall impair the
right of the Board of Directors to remove any officer at any time in accordance
with Section 3 of this Article V.

SECTION 3. REMOVAL. Any officer may be removed by the Board of
Directors whenever, in its judgment, the best interests of the Bank will be
served thereby, but such removal, other than for cause, shall be without
prejudice to any contractual rights, if any, of the person so removed.

For purposes of this section, removal for cause includes, as defined in
12 C.F.R. Section 563.39 or any successor regulation enacted by the Office,
removal because of the officer's "personal dishonesty, incompetence, willful
misconduct, breach of fiduciary duty involving personal profit, intentional
failure to perform stated duties, [or, a] willful violation of any law, rule or
regulation (other than traffic violations or similar offenses) or final
cease-and-desist order."

SECTION 4. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification, or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.

SECTION 5. REMUNERATION. The remuneration of the officers shall be
fixed from time to time by the Board of Directors.

ARTICLE VI - CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1. CONTRACTS. To the extent permitted by regulations of the
Office, and except as otherwise prescribed by these bylaws with respect to
certificates for shares, the Board of Directors may authorize any officer,
employee or agent of the Bank to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the Bank. Such authority may be
general or confined to specific instances.

SECTION 2. LOANS. No loans shall be contracted on behalf of the Bank
and no evidence of indebtedness shall be issued in its name unless authorized by
the Board of Directors. Such authority may be general or confined to specific
instances.

SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts, or other orders for
the payment of money, notes, or other evidences of indebtedness issued in the
name of the Bank shall be signed by one or more officers, employees, or agents
of the Bank in such manner as shall from time to time be determined by the Board
of Directors.

SECTION 4. DEPOSITS. All funds of the Bank not otherwise employed shall
be deposited from time to time to the credit of the Bank in any duly authorized
depositories as the Board of Directors may select.

ARTICLE VII - CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares of
capital stock of the Bank shall be in such form as shall be determined by the
Board of Directors and approved by the Office. Such certificates shall be signed
by the chief executive officer or by any other officer of the Bank authorized by
the Board of Directors, attested by the secretary or an assistant secretary, and
sealed with the corporate seal or a facsimile thereof. The signatures of such
officers upon a certificate may be facsimiles if the certificate is manually
signed on behalf of a transfer agent or a registrar, other than the Bank itself
or one of its employees. Each certificate for shares of capital stock shall be
consecutively numbered or otherwise identified. The name and address of the
person to whom the shares are issued, with the number of shares and date of
issue, shall be entered on the stock transfer books of the Bank. All
certificates surrendered to the Bank for transfer shall be cancelled and no new
certificate shall be issued until the former certificate for a like number of
shares has been surrendered and cancelled, except that in the case of a lost or
destroyed certificate, a new certificate may be issued upon such terms and
indemnity to the Bank as the Board of Directors may prescribe.

SECTION 2. TRANSFER OF SHARES. Transfer of shares of capital stock of
the Bank shall be made only on its stock transfer books. Authority for such
transfer shall be given only by the holder of record or by his or her legal
representative, who shall furnish proper evidence of such authority, or by his
or her attorney authorized by a duly executed power of attorney and filed with
the Bank. Such transfer shall be made only on surrender for cancellation of the
certificate for such shares. The person in whose name the shares of capital
stock stand on the books of the Bank shall be deemed by the Bank to be the owner
for all purposes.

ARTICLE VIII - FISCAL YEAR

The fiscal year of the Bank shall end on the 31st day of December of
each year. The appointment of accountants shall be subject to annual
ratification by the shareholders.

ARTICLE IX - DIVIDENDS

Subject only to the terms of the Bank's charter and the regulations and
orders of the Office, the Board of Directors may, from time to time, declare,
and the Bank may pay, dividends on its outstanding shares of capital stock.

ARTICLE X - CORPORATE SEAL

The Board of Directors shall provide a Bank seal, which shall be two
concentric circles between which shall be the name of the Bank. The year of
incorporation or an emblem may appear in the center.

ARTICLE XI - AMENDMENTS

These bylaws may be amended in a manner consistent with regulations of
the OTS and shall be effective after: (i) approval of the amendment by a
majority vote of the authorized Board of Directors, or by a majority vote of the
votes cast by the shareholders of the Bank at any legal meeting; and (ii)
receipt of any applicable regulatory approval. If the Bank fails to meet its
quorum requirements solely due to vacancies on the board, then the affirmative
vote of a majority of the sitting board will be required to amend the bylaws.

ARTICLE XII - INDEMNIFICATION

The Bank shall indemnify all officers, directors and employees of the
Bank, and their heirs, executors and administrators, to the fullest extent
permitted under federal law against all expenses and liabilities reasonably
incurred by them in connection with or arising out of any action, suit or
proceeding in which they may be involved by reason of their having been a
director or officer of the Bank, whether or not they continue 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 and
attorneys' fees and the cost of reasonable settlements.

FEDERAL MHC SUBSIDIARY HOLDING COMPANY CHARTER
FOR
NAUGATUCK VALLEY FINANCIAL CORPORATION

SECTION 1. CORPORATE TITLE.

The full corporate title of the MHC subsidiary holding company is
Naugatuck Valley Financial Corporation (the "Holding Company").

SECTION 2. DOMICILE

The domicile of the Holding Company is in the Borough of Naugatuck, in
the State of Connecticut.

SECTION 3. DURATION.

The duration of the Holding Company is perpetual.

SECTION 4. PURPOSE AND POWERS.

The purpose of the Holding Company is to pursue any or all of the
lawful objectives of a federal mutual holding company chartered under Section
10(o) of the Home Owners' Loan Act, 12 U.S.C. 1467a(o), and to exercise all the
express, implied, and incidental powers conferred thereby and by all acts
amendatory thereof and supplemental thereto, subject to the Constitution and
laws of the United States as they are now in effect, or as they may hereafter be
amended, and subject to all lawful and applicable rules, regulations, and orders
of the Office of Thrift Supervision ("OTS").

SECTION 5. CAPITAL STOCK.

The total number of shares of all classes of the capital stock which
the Holding Company has authority to issue is twenty-six million shares
(26,000,000), of which twenty-five million shares (25,000,000) shall be common
stock, par value $.01 per share, and of which one million shares (1,000,000)
shall be preferred stock, par value $.01 per share. The shares may be issued
from time to time as authorized by the Board of Directors without further
approval of shareholders except as otherwise provided in this Section 5 or to
the extent that such approval is required by governing law, rule, or regulation.
The consideration for the issuance of the shares shall be paid in full before
their issuance and shall not be less than the par value. Neither promissory
notes nor future services shall constitute payment or part payment for the
issuance of shares of the Holding Company. The consideration for the shares
shall be cash, tangible or intangible property (to the extent direct investment
in such property would be permitted), labor, or services actually performed for
the Holding Company, or any combination of the foregoing. In the absence of
actual fraud in the transaction, the value of such

property, labor, or services, as determined by the Board of Directors of the
Holding Company, shall be conclusive. Upon payment of such consideration, such
shares shall be deemed to be fully paid and nonassessable. In the case of a
stock dividend, that part of the retained earnings of the Holding Company that
is transferred to common stock or paid-in capital accounts upon the issuance of
shares as a stock dividend shall be deemed to be the consideration for their
issuance.

Except for the initial offering of shares of the Holding Company, no
shares of capital stock (including shares issuable upon conversion, exchange, or
exercise of other securities) shall be issued, directly or indirectly, to
officers, directors, or controlling persons of the Holding Company other than as
part of a general public offering or as qualifying shares to a director, unless
their issuance or the plan under which they would be issued has been approved by
a majority of the total votes eligible to be cast at a legal meeting.

Nothing contained in this Section 5 (or in any supplementary sections
hereto) shall entitle the holders of any class or series of capital stock to
vote as a separate class or series or to more than one vote per share: provided,
that this restriction on voting separately by class or series shall not apply:

(i) To any provision which would authorize the holders of
preferred stock, voting as a class or series, to elect some
members of the Board of Directors, less than a majority
thereof, in the event of default in the payment of dividends
on any class or series of preferred stock;

(ii) To any provision which would require the holders of preferred
stock, voting as a class or series, to approve the merger or
consolidation of the Holding Company with another corporation
or the sale, lease, or conveyance (other than by mortgage or
pledge) of properties or business in exchange for securities
of a corporation other than the Holding Company if the
preferred stock is exchanged for securities of such other
corporation; provided, that no provision may require such
approval for transactions undertaken with the assistance or
pursuant to the direction of the OTS or the Federal Deposit
Insurance Corporation;

(iii) To any amendment which would adversely change the specific
terms of any class or series of capital stock as set forth in
this Section 5 (or in any supplementary sections hereto),
including any amendment which would create or enlarge any
class or series ranking prior thereto in rights and
preferences. An amendment which increases the number of
authorized shares of any class or series of capital stock, or
substitutes the surviving Holding Company in a merger or
consolidation for the Holding Company, shall not be considered
to be such an adverse change.

A description of the different classes and series (if any) of the
Holding Company's capital stock and a statement of the designations, and the
relative rights, preferences, and limitations of the shares of each class of and
series (if any) of capital stock are as follows:

A. Common Stock. Except as provided in this Section 5 (or in any
supplementary sections thereto) the holders of the common
stock shall exclusively possess all voting power. Each holder
of shares of common stock shall be entitled to one vote for
each share held by such holder and there shall be no right to
cumulate votes in an election of directors.

Whenever there shall have been paid, or declared and set aside
for payment, to the holders of the outstanding shares of any
class of stock having preference over the common stock as to
the payment of dividends, the full amount of dividends and of
sinking fund, or retirement fund, or other retirement
payments, if any, to which such holders are respectively
entitled in preference to the common stock, then dividends may
be paid on the common stock and on any class or series of
stock entitled to participate therewith as to dividends out of
any assets legally available for the payment of dividends.

In the event of any liquidation, dissolution, or winding up of
the Holding Company, the holders of the common stock (and the
holders of any class or series of stock entitled to
participate with the common stock in the distribution of
assets) shall be entitled to receive, in cash or in kind, the
assets of the Holding Company available for distribution
remaining after: (i) payment or provision for payment of the
Holding Company's debts and liabilities; (ii) distributions or
provision for distributions in settlement of a liquidation
account; and (iii) distributions or provision for
distributions to holders of any class or series of stock
having preference over the common stock in the liquidation,
dissolution, or winding up of the Holding Company. Each share
of common stock shall have the same relative rights as and be
identical in all respects with all the other shares of common
stock.

B. Preferred Stock. The Holding Company may provide in
supplementary sections to its charter for one or more classes
of preferred stock, which shall be separately identified. The
shares of any class may be divided into and issued in series,
with each series separately designated so as to distinguish
the shares thereof from the shares of all other series and
classes. The terms of each series shall be set forth in a
supplementary section to the charter. All shares of the same
class shall be identical except as to the following relative
rights and preferences, as to which there may be variations
between different series:

(a) The distinctive serial designation and the number of
shares constituting such series;

(b) The dividend rate or the amount of dividends to be
paid on the shares of such series, whether dividends
shall be cumulative and, if so, from which date(s)
the payment date(s) for dividends, and the
participating or other special rights, if any, with
respect to dividends;

(d) Whether the shares of such series shall be redeemable
and, if so, the price(s) at which, and the terms and
conditions on which, such shares may be redeemed;

(e) The amount(s) payable upon the shares of such series
in the event of voluntary or involuntary liquidation,
dissolution, or winding up of the Holding Company;

(f) Whether the shares of such series shall be entitled
to the benefit of a sinking or retirement fund to be
applied to the purchase or redemption of such shares,
and if so entitled, the amount of such fund and the
manner of its application, including the price(s) at
which such shares may be redeemed or purchased
through the application of such fund;

(g) Whether the shares of such series shall be
convertible into, or exchangeable for, shares of any
other class or classes of stock of the Holding
Company and, if so, the conversion price(s) or the
rate(s) of exchange, and the adjustments thereof, if
any, at which such conversion or exchange may be
made, and any other terms and conditions of such
conversion or exchange;

(h) The price or other consideration for which the shares
of such series shall be issued; and

(i) Whether the shares of such series which are redeemed
or converted shall have the status of authorized but
unissued shares of serial preferred stock and whether
such shares may be reissued as shares of the same or
any other series of serial preferred stock.

Each share of each series of serial preferred stock shall have the same
relative rights as and be identical in all respects with all the other shares of
the same series.

The Board of Directors shall have authority to divide, by the adoption
of supplementary charter sections, any authorized class of preferred stock into
series, and, within the limitations set forth in this

section and the remainder of this charter, fix and determine the relative rights
and preferences of the shares of any series so established.

Prior to the issuance of any preferred shares of a series established
by a supplementary charter section adopted by the Board of Directors, the
Holding Company shall file with the Secretary to the OTS a dated copy of that
supplementary section of this charter establishing and designating the series
and fixing and determining the relative rights and preferences thereof.

SECTION 6. CERTAIN PROVISIONS APPLICABLE FOR FIVE YEARS.

Notwithstanding anything contained in the Holding Company's charter or
bylaws to the contrary, for a period of five years from the date of an initial
minority stock offering of shares of common stock of the Holding Company, the
following provisions shall apply:

A. Beneficial Ownership Limitation. No person other than
Naugatuck Valley Mutual Holding Company shall directly or
indirectly offer to acquire or acquire the beneficial
ownership of more than 10 percent of any class of any equity
security of the Holding Company. This limitation shall not
apply to a transaction in which the Holding Company forms a
holding company in conjunction with conversion, or thereafter,
if such formation is without change in the respective
beneficial ownership interests of the Holding Company's
shareholders other than pursuant to the exercise of any
dissenter and appraisal rights, the purchase of shares by
underwriters in connection with a public offering, or the
purchase of shares by a tax-qualified employee stock benefit
plan which is exempt from the approval requirements under
Section 574.3(c)(1)(vi) of the OTS's Regulations.

In the event shares are acquired in violation of this Section
6, all shares beneficially owned by any person in excess of 10
percent shall be considered "excess shares" and shall not be
counted as shares entitled to vote and shall not be voted by
any person or counted as voting shares in connection with any
matters submitted to the shareholders for a vote.

For the purposes of this Section 6, the following definitions apply:

(i) The term "person" includes an individual, a group
acting in concert, a corporation, a partnership, an
association, a joint stock company, a trust, any
unincorporated organization or similar company, a
syndicate or any other group formed for the purpose
of acquiring, holding or disposing of the equity
securities of the Holding Company.

(ii) The term "offer" includes every offer to buy or
otherwise acquire, solicitation of an offer to sell,
tender offer for, or request or invitation for
tenders of, a security or interest in a security for
value.

(iii) The term "acquire" includes every type of
acquisition, whether effected by purchase, exchange,
operation of law or otherwise.

(iv) The term "acting in concert" means (a) knowing
participation in a joint activity or conscious
parallel action towards a common goal whether or not
pursuant to an express agreement, or (b) a
combination or pooling of voting or other interests
in the securities of an issuer for a common purpose
pursuant to any contract, understanding,
relationship, agreement or other arrangement, whether
written or otherwise.

B. Call for Special Meetings. Special meetings of shareholders
relating to changes in control of the Holding Company or
amendments to its charter shall be called only at the
direction of the Board of Directors.

SECTION 7. PREEMPTIVE RIGHTS.

Holders of the capital stock of the Holding Company are not entitled to
preemptive rights with respect to any shares of the Holding Company that may be
issued.

SECTION 8. DIRECTORS.

The Holding Company shall be under the direction of a Board of
Directors. The authorized number of directors, as stated in the Holding
Company's bylaws, shall be not be fewer than five nor more than 15 except when a
greater or lesser number is approved by the Director of the OTS, or his or her
delegate.

SECTION 9. AMENDMENT OF CHARTER.

Except as provided in Section 5, no amendment, addition, alteration,
change, or repeal of this charter shall be made, unless such is proposed by the
Board of Directors of the Holding Company, approved by the shareholders by a
majority of the votes eligible to be cast at a legal meeting, unless a higher
vote is otherwise is required, and approved or preapproved by the OTS.

NAUGATUCK VALLEY FINANCIAL
CORPORATION

Attest:

__________________________ _______________________________________
Bernadette A. Mole John C. Roman
Corporate Secretary President and Chief Executive Officer

Attest: Office of Thrift Supervision

__________________________ By: _____________________________
Secretary
Office of Thrift Supervision

EFFECTIVE DATE: _______________________

BYLAWS OF
NAUGATUCK VALLEY FINANCIAL CORPORATION

ARTICLE I. HOME OFFICE

The home office of Naugatuck Valley Financial Corporation (the
"Subsidiary Holding Company") is 333 Church Street, Naugatuck, in the County of
New Haven, in the State of Connecticut.

ARTICLE II. SHAREHOLDERS

Section 1. Place of Meetings. All annual and special meetings of
shareholders shall be held at the home office of the Subsidiary Holding Company
or at such other convenient place as the board of directors may determine.

Section 2. Annual Meeting. A meeting of the shareholders of the
Subsidiary Holding Company for the election of directors and for the transaction
of any other business of the Subsidiary Holding Company shall be held annually
within 150 days after the end of the Subsidiary Holding Company's fiscal year on
such date as the board of directors may determine.

Section 3. Special Meetings. Special meetings of the shareholders for
any purpose or purposes, unless otherwise prescribed by the regulations of the
Office of Thrift Supervision ("OTS") or the Federal Stock Charter of the
Subsidiary Holding Company, may be called at any time by the chairman of the
board, the president or a majority of the board of directors, and shall be
called by the chairman of the board, the president or the secretary upon the
written request of the holders of not less than one-tenth of all of the
outstanding capital stock of the Subsidiary Holding Company entitled to vote at
the meeting. Such written request shall state the purpose or purposes of the
meeting and shall be delivered to the home office of the Subsidiary Holding
Company addressed to the chairman of the board, the president or the secretary.

Section 4. Conduct of Meetings. Annual and special meetings shall be
conducted by the person designated by the board of directors to preside at such
meetings in accordance with the written procedures agreed to by the board of
directors. The board of directors shall designate, when present, either the
chairman of the board or such other person as designated by the board of
directors to preside at such meetings.

Section 5. Notice of Meetings. Written notice stating the place, day
and hour of the meeting and the purpose(s) for which the meeting is called shall
be delivered not fewer than 20 nor more than 50 days before the date of the
meeting, either personally or by mail, by or at the direction of the chairman of
the board, the president, the secretary or the directors calling the meeting, to
each shareholder of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be

delivered when deposited in the mail, addressed to the shareholder at the
address as it appears on the stock transfer books or records of the Subsidiary
Holding Company as of the record date prescribed in Section 6 of this Article
II, with postage prepaid. When any shareholders' meeting, either annual or
special, is adjourned for 30 days or more, notice of the adjourned meeting shall
be given as in the case of an original meeting. It shall not be necessary to
give any notice of the time and place of any meeting adjourned for less than 30
days or of the business to be transacted at the meeting, other than an
announcement at the meeting at which such adjournment is taken.

Section 6. Fixing of Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment, or shareholders entitled to receive payment of any dividend, or
in order to make a determination of shareholders for any other proper purpose,
the board of directors shall fix in advance a date as the record date for any
such determination of shareholders. Such date in any case shall be not more than
60 days and, in case of a meeting of shareholders, not fewer than 10 days prior
to the date on which the particular action, requiring such determination of
shareholders, is to be taken. When a determination of shareholders entitled to
vote at any meeting of shareholders has been made as provided in this section,
such determination shall apply to any adjournment.

Section 7. Voting Lists. At least 20 days before each meeting of the
shareholders, the officer or agent having charge of the stock transfer books for
shares of the Subsidiary Holding Company shall make a complete list of the
shareholders entitled to vote at such meeting, or any adjournment thereof,
arranged in alphabetical order, with the address and the number of shares held
by each. This list of shareholders shall be kept on file at the home office of
the Subsidiary Holding Company and shall be subject to inspection by any
shareholder of record or the shareholder's agent at any time during usual
business hours, for a period of 20 days prior to such meeting. Such list shall
also be produced and kept open at the time and place of the meeting and shall be
subject to inspection by any shareholder of record or any shareholder's agent
during the entire time of the meeting. The original stock transfer book shall
constitute prima facie evidence of the shareholders entitled to examine such
list or transfer books or to vote at any meeting of shareholders.

In lieu of making the shareholder list available for inspection by
shareholders as provided in the preceding paragraph, the board of directors may
elect to follow the procedures prescribed in Section 552.6(d) of the OTS's
Regulations as now or hereafter in effect.

Section 8. Quorum. A majority of the outstanding shares of the
Subsidiary Holding Company entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of shareholders. If less than a majority
of the outstanding shares is represented at a meeting, a majority of the shares
so represented may adjourn the meeting from time to time without further notice.
At such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified. The shareholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the

withdrawal of enough shareholders to constitute less than a quorum. If a quorum
is present, the affirmative vote of the majority of the shares represented at
the meeting and entitled to vote on the subject matter shall be the act of the
shareholders, unless the vote of a greater number of shareholders voting
together or voting by classes is required by law or the charter. Directors,
however, are elected by a plurality of the votes cast at an election of
directors.

Section 9. Proxies. At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or by his duly authorized
attorney in fact. Proxies may be given telephonically or electronically as long
as the holder uses a procedure for verifying the identity of the shareholder.
Proxies solicited on behalf of the management shall be voted as directed by the
shareholder or, in the absence of such direction, as determined by a majority of
the board of directors. No proxy shall be valid more than eleven months from the
date of its execution except for a proxy coupled with an interest.

Section 10. Voting of Shares in the Name of Two or More Persons. When
ownership stands in the name of two or more persons, in the absence of written
directions to the Subsidiary Holding Company to the contrary, at any meeting of
the shareholders of the Subsidiary Holding Company any one or more of such
shareholders may cast, in person or by proxy, all votes to which such ownership
is entitled. In the event an attempt is made to cast conflicting votes, in
person or by proxy, by the several persons in whose names shares of stock stand,
the vote or votes to which those persons are entitled shall be cast as directed
by a majority of those holding such and present in person or by proxy at such
meeting, but no votes shall be cast for such stock if a majority cannot agree.

Section 11. Voting of Shares by Certain Holders. Shares standing in the
name of another corporation may be voted by any officer, agent or proxy as the
bylaws of such corporation may prescribe, or, in the absence of such provision,
as the board of directors of such corporation may determine. Shares held by an
administrator, executor, guardian or conservator may be voted by him or her,
either in person or by proxy, without a transfer of such shares into his or her
name. Shares standing in the name of a trustee may be voted by him or her,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him or her without a transfer of such shares into his or her name.
Shares held in trust in an IRA or Keogh Account, however, may be voted by the
Subsidiary Holding Company if no other instructions are received. Shares
standing in the name of a receiver may be voted by such receiver, and shares
held by or under the control of a receiver may be voted by such receiver without
the transfer thereof into his or her name if authority to do so is contained in
an appropriate order of the court or other public authority by which such
receiver was appointed.

Neither treasury shares of its own stock held by the Subsidiary Holding
Company, nor shares held by another corporation, if a majority of the shares
entitled to vote for the election of directors of such other corporation are
held by the Subsidiary Holding Company, shall be voted at any meeting or counted
in determining the total number of outstanding shares at any given time for
purposes of any meeting.

Section 12. Inspectors of Election. In advance of any meeting of
shareholders, the board of directors may appoint any persons other than nominees
for office as inspectors of election to act at such meeting or any adjournment.
The number of inspectors shall be either one or three. Any such appointment
shall not be altered at the meeting. If inspectors of election are not so
appointed, the chairman of the board or the president may, or on the request of
not fewer than 10 percent of the votes represented at the meeting shall, make
such appointment at the meeting. If appointed at the meeting, the majority of
the votes present shall determine whether one or three inspectors are to be
appointed. In case any person appointed as inspector fails to appear or fails or
refuses to act, the vacancy may be filled by appointment by the board of
directors in advance of the meeting, or at the meeting by the chairman of the
board or the president.

Unless otherwise prescribed by regulations of the OTS, the duties of
such inspectors shall include: determining the number of shares of stock and the
voting power of each share, the shares represented at the meeting, the existence
of a quorum, and the authenticity, validity and effect of proxies; receiving
votes, ballots, or consents; hearing and determining all challenges and
questions in any way arising in connection with the rights to vote; counting and
tabulating all votes or consents; determining the result; and such acts as may
be proper to conduct the election or vote with fairness to all shareholders.

Section 13. Nominating Committee. Except in the case of a nominee
substituted as a result of the death or other incapacity of a management
nominee, the nominating committee shall deliver written nominations to the
secretary at least 20 days prior to the date of the annual meeting. Upon
delivery, such nominations shall be posted in a conspicuous place in each office
of the Subsidiary Holding Company. No nominations for directors except those
made by the nominating committee shall be voted upon at the annual meeting
unless other nominations by shareholders are made in writing and delivered to
the secretary of the Subsidiary Holding Company at least 30 days prior to the
date of the annual meeting; provided, however, that in the event that less than
40 days notice or prior public disclosure of the date of the meeting is given or
made to shareholders, notice by the shareholder must be received not later than
the close of business on the 10th day following the day on which notice of the
date of the annual meeting was mailed or such public disclosure was made. Upon
delivery, such nominations shall be posted in a conspicuous place in each office
of the Subsidiary Holding Company. Ballots bearing the names of all persons
nominated by the nominating committee and by shareholders shall be provided for
use at the annual meeting. However, if the nominating committee shall fail or
refuse to act at least 20 days prior to the annual meeting, nominations for
directors may be made at the annual meeting by any shareholder entitled to vote
and shall be voted upon.

Section 14. New Business. Any new business to be taken up at the annual
meeting shall be stated in writing and filed with the secretary at least 30 days
before the date of the annual meeting; provided, however, that in the event that
less than 40 days notice or prior public disclosure of the date of the meeting
is given or made to shareholders, notice by the shareholder must be received not
later than the close of business on the 10th day following the day on which
notice of the date of the annual meeting was mailed or such public disclosure
was made, and all business so stated, proposed and filed shall be considered at
the annual meeting so long as such business relates to a proper subject matter
for shareholder action. Any shareholder may make any other proposal at the
annual meeting and the same may be discussed and considered, but unless stated
in writing and filed with the secretary at least 30 days before the meeting,
such proposal shall be laid over for action at an adjourned, special or annual
meeting of the shareholders taking place 30 days or more thereafter. A
shareholder's notice to the secretary shall set forth as to each matter the
shareholder proposed to bring before the annual meeting (a) a brief description
of the proposal desired to be brought before the annual meeting and (b) the name
and address of such shareholder and the class and number of shares of the
Subsidiary Holding Company which are owned of record or beneficially by such
shareholder. This provision shall not prevent the consideration and approval or
disapproval at the annual meeting of reports of officers, directors and
committees; but in connection with such reports, no new business shall be acted
upon at such annual meeting unless stated and filed as herein provided.

Section 15. Informal Action by Shareholders. Any action required to be
taken at a meeting of shareholders, or any other action which may be taken at a
meeting of the shareholders, may be taken without a meeting if consent in
writing, setting forth the action so taken, shall be given by all of the
shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE III. BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the Subsidiary
Holding Company shall be under the direction of its board of directors. The
board of directors shall annually elect a chairman of the board from among its
members and, when present, the chairman of the board shall preside at its
meetings. If the chairman of the board is not present, the board shall select
one of its members to preside at its meeting.

Section 2. Number and Term. The board of directors shall consist of
eight (8) members and shall be divided into three classes as nearly equal in
number as possible. The members of each class shall be elected for a term of
three years and until their successors are elected and qualified. One class
shall be elected by ballot annually.

Section 3. Regular Meetings. A regular meeting of the board of
directors shall be held without other notice than this bylaw following the
annual meeting of shareholders. The board of directors may provide, by
resolution, the time and place, for the holding of additional regular meetings
without other notice than such resolution. Directors may participate in a
meeting by means of a conference telephone

or similar communications device through which all persons participating can
hear each other at the same time. Participation by such means shall constitute
presence in person for all purposes.

Section 4. Qualification. Each director shall at all times be the
beneficial owner of not less than 100 shares of capital stock of the Subsidiary
Holding Company unless the Subsidiary Holding Company is a wholly owned
subsidiary of a holding company.

Section 5. Special Meetings. Special meetings of the board of directors
may be called by or at the request of the chairman of the board or by one-third
of the directors. The persons authorized to call special meetings of the board
of directors may fix any place as the place for holding any special meeting of
the board of directors called by such persons.

Members of the board of directors may participate in special meetings
by means of conference telephone or similar communications equipment by which
all persons participating in the meeting can hear and speak to each other. Such
participation shall constitute presence in person for all purposes.

Section 6. Notice. Written notice of any special meeting shall be given
to each director at least 24 hours prior thereto when delivered personally or by
telegram, or at least five days prior thereto when delivered by mail at the
address at which the director is most likely to be reached. Such notice shall be
deemed to be delivered when deposited in the mail so addressed, with postage
prepaid if mailed, when delivered to the telegraph company if sent by telegram
or when the Subsidiary Holding Company receives notice of delivery if
electronically transmitted. Any director may waive notice of any meeting by a
writing filed with the secretary. The attendance of a director at a meeting
shall constitute a waiver of notice of such meeting, except where a director
attends a meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any meeting of the board of
directors need be specified in the notice or waiver of notice of such meeting.

Section 7. Quorum. A majority of the number of directors fixed by
Section 2 of this Article III shall constitute a quorum for the transaction of
business at any meeting of the board of directors, but if less than such
majority is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time. Notice of any adjourned meeting shall be
given in the same manner as prescribed by Section 6 of this Article III.

Section 8. Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors, unless a greater number is prescribed by regulation of the OTS or
by these bylaws.

Section 9. Action Without a Meeting. Any action required or permitted
to be taken by the board of directors at a meeting may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the directors.

Section 10. Resignation. Any director may resign at any time by sending
a written notice of such resignation to the home office of the Subsidiary
Holding Company addressed to the chairman of the board. Unless otherwise
specified, such resignation shall take effect upon receipt by the chairman of
the board. More than three consecutive absences from regular meetings of the
board of directors, unless excused by resolution of the board of directors,
shall automatically constitute a resignation, effective when such resignation is
accepted by the board of directors.

Section 11. Vacancies. Any vacancy occurring in the board of directors
may be filled by the affirmative vote of a majority of the remaining directors,
although less than a quorum of the board of directors. A director elected to
fill a vacancy shall be elected to serve until the next election of directors by
the shareholders. Any directorship to be filled by reason of an increase in the
number of directors may be filled by election by the board of directors for a
term of office continuing only until the next election of directors by the
shareholders.

Section 12. Compensation. Directors, as such, may receive a stated fee
for their services. By resolution of the board of directors, a reasonable fixed
sum, and reasonable expenses of attendance, if any, may be allowed for actual
attendance at each regular or special meeting of the board of directors. Members
of either standing or special committees may be allowed such compensation for
actual attendance at committee meetings as the board of directors may determine.

Section 13. Presumption of Assent. A director of the Subsidiary Holding
Company who is present at a meeting of the board of directors at which action on
any Subsidiary Holding Company matter is taken shall be presumed to have
assented to the action taken unless his dissent or abstention shall be entered
in the minutes of the meeting or unless he or she shall file a written dissent
to such action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
secretary of the Subsidiary Holding Company within five days after the date a
copy of the minutes of the meeting is received. Such right to dissent shall not
apply to a director who voted in favor of such action.

Section 14. Removal of Directors. At a meeting of shareholders called
expressly for that purpose, any director may be removed only for cause by a vote
of the holders of a majority of the shares then entitled to vote at an election
of directors. Whenever the holders of the shares of any class are entitled to
elect one or more directors by the provisions of the Charter or supplemental
sections thereto, the provisions of this section shall apply, in respect to the
removal of a director or directors so elected, to the vote of the holders of the
outstanding shares of that class and not to the vote of the outstanding shares
as a whole.

Section 15. Integrity of Directors. A person is not qualified to serve
as a director if he or she: (1) is under indictment for, or has ever been
convicted of, a criminal offense involving dishonesty or breach of trust and the
penalty for such offense could be imprisonment for more than one year, or (2) is
a person against who a banking agency has, within the past ten years, issued a
cease and desist order

for conduct involving dishonesty or breach of trust and that order is final and
not subject to appeal, or (3) has been found either by a regulatory agency whose
decision is final and not subject to appeal or by a court to have (i) breached a
fiduciary duty involving personal profit or (ii) committed a willful violation
of any law, rule or regulation governing banking, securities, commodities or
insurance, or any final cease and desist order issued by a banking, securities,
commodities or insurance regulatory agency.

Section 16. Age Limitation. No person 70 years of age shall be eligible
for election, reelection, appointment, or reappointment to the board of the
Subsidiary Holding Company. No director shall serve as such beyond the annual
meeting of the Subsidiary Holding Company following the director becoming 70.
This age limitation does not apply to an advisory director.

ARTICLE IV. EXECUTIVE AND OTHER COMMITTEES

Section 1. Appointment. The board of directors, by resolution adopted
by a majority of the full board, may designate the chief executive officer and
two or more of the other directors to constitute an executive committee. The
designation of any committee pursuant to this Article IV and the delegation of
authority shall not operate to relieve the board of directors, or any director,
of any responsibility imposed by law or regulation.

Section 2. Authority. The executive committee, when the board of
directors is not in session, shall have and may exercise all of the authority of
the board of directors except to the extent, if any, that such authority shall
be limited by the resolution appointing the executive committee; and except also
that the executive committee shall not have the authority of the board of
directors with reference to: the declaration of dividends; the amendment of the
Charter or bylaws of the Subsidiary Holding Company, or recommending to the
shareholders a plan of merger, consolidation, or conversion; the sale, lease or
other disposition of all or substantially all of the property and assets of the
Subsidiary Holding Company otherwise than in the usual and regular course of its
business; a voluntary dissolution of the Subsidiary Holding Company; a
revocation of any of the foregoing; or the approval of a transaction in which
any member of the executive committee, directly or indirectly, has any material
beneficial interest.

Section 3. Tenure. Subject to the provisions of Section 8 of this
Article IV, each member of the executive committee shall hold office until the
next regular annual meeting of the board of directors following his or her
designation and until a successor is designated as a member of the executive
committee.

Section 4. Meetings. Regular meetings of the executive committee may be
held without notice at such times and places as the executive committee may fix
from time to time by resolution. Special meetings of the executive committee may
be called by any member thereof upon not less than one day's notice stating the
place, date and hour of the meeting, which notice may be written or oral. Any
member of the executive committee may waive notice of any meeting and no notice
of any meeting need

be given to any member thereof who attends in person. The notice of a meeting of
the executive committee need not state the business proposed to be transacted at
the meeting.

Section 5. Quorum. A majority of the members of the executive committee
shall constitute a quorum for the transaction of business at any meeting
thereof, and action of the executive committee must be authorized by the
affirmative vote of a majority of the members present at a meeting at which a
quorum is present.

Section 6. Action Without a Meeting. Any action required or permitted
to be taken by the executive committee at a meeting may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the members of the executive committee.

Section 7. Vacancies. Any vacancy in the executive committee may be
filled by a resolution adopted by a majority of the full board of directors.

Section 8. Resignations and Removal. Any member of the executive
committee may be removed at any time with or without cause by resolution adopted
by a majority of the full board of directors. Any member of the executive
committee may resign from the executive committee at any time by giving written
notice to the president or secretary of the Subsidiary Holding Company. Unless
otherwise specified, such resignation shall take effect upon its receipt; the
acceptance of such resignation shall not be necessary to make it effective.

Section 9. Procedure. The executive committee shall elect a presiding
officer from its members and may fix its own rules of procedure which shall not
be inconsistent with these bylaws. It shall keep regular minutes of its
proceedings and report the same to the board of directors for its information at
the meeting held next after the proceedings shall have occurred.

Section 10. Other Committees. The board of directors may by resolution
establish an audit, loan, or other committees composed of directors as they may
determine to be necessary or appropriate for the conduct of the business of the
Subsidiary Holding Company and may prescribe the duties, constitution and
procedures thereof.

ARTICLE V. OFFICERS

Section 1. Positions. The officers of the Subsidiary Holding Company
shall be a chief executive officer, a president, one or more vice presidents, a
secretary and a treasurer or comptroller, each of whom shall be elected by the
board of directors. The board of directors may also designate the chairman of
the board as an officer. The offices of the secretary and treasurer or
comptroller may be held by the same person and a vice president may also be
either the secretary or the treasurer or comptroller. The board of directors may
designate one or more vice presidents as executive vice president or senior vice
president. The board of directors may also elect or authorize the appointment

of such other officers as the business of the Subsidiary Holding Company may
require. The officers shall have such authority and perform such duties as the
board of directors may from time to time authorize or determine. In the absence
of action by the board of directors, the officers shall have such powers and
duties as generally pertain to their respective offices.

Section 2. Election and Term of Office. The officers of the Subsidiary
Holding Company shall be elected annually at the first meeting of the board of
directors held after each annual meeting of the shareholders. If the election of
officers is not held at such meeting, such election shall be held as soon
thereafter as possible. Each officer shall hold office until a successor has
been duly elected and qualified or until the officer's death, resignation or
removal in the manner hereinafter provided. Election or appointment of an
officer, employee or agent shall not of itself create contractual rights. The
board of directors may authorize the Subsidiary Holding Company to enter into an
employment contract with any officer in accordance with regulations of the OTS;
but no such contract shall impair the right of the board of directors to remove
any officer at any time in accordance with Section 3 of this Article V.

Section 3. Removal. Any officer may be removed by the board of
directors whenever in its judgment the best interests of the Subsidiary Holding
Company will be served thereby, but such removal, other than for cause, shall be
without prejudice to the contractual rights, if any, of the person so removed.

Section 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the board
of directors for the unexpired portion of the term.

Section 5. Remuneration. The remuneration of the officers shall be
fixed from time to time by the board of directors.

ARTICLE VI. CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. Contracts. To the extent permitted by regulations of the
OTS, and except as otherwise prescribed by these bylaws with respect to
certificates for shares, the board of directors may authorize any officer,
employee, or agent of the Subsidiary Holding Company to enter into any contract
or execute and deliver any instrument in the name of and on behalf of the
Subsidiary Holding Company. Such authority may be general or confined to
specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the
Subsidiary Holding Company and no evidence of indebtedness shall be issued in
its name unless authorized by the board of directors. Such authority may be
general or confined to specific instances.

Section 3. Checks, Drafts, Etc. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Subsidiary Holding Company shall be signed by one or more officers,
employees or agents of the Subsidiary Holding Company in such manner as shall
from time to time be determined by the board of directors.

Section 4. Deposits. All funds of the Subsidiary Holding Company not
otherwise employed shall be deposited from time to time to the credit of the
Subsidiary Holding Company in any duly authorized depositories as the board of
directors may select.

ARTICLE VII. CERTIFICATES FOR SHARES
AND THEIR TRANSFER

Section 1. Certificates for Shares. Certificates representing shares of
capital stock of the Subsidiary Holding Company shall be in such form as shall
be determined by the board of directors and approved by the OTS. Such
certificates shall be signed by the chief executive officer or by any other
officer of the Subsidiary Holding Company authorized by the board of directors,
attested by the secretary or an assistant secretary, and sealed with the
corporate seal or a facsimile thereof. The signatures of such officers upon a
certificate may be facsimiles if the certificate is manually signed on behalf of
a transfer agent or a registrar, other than the Subsidiary Holding Company
itself or one of its employees. Each certificate for shares of capital stock
shall be consecutively numbered or otherwise identified. The name and address of
the person to whom the shares are issued, with the number of shares and date of
issue, shall be entered on the stock transfer books of the Subsidiary Holding
Company. All certificates surrendered to the Subsidiary Holding Company for
transfer shall be cancelled and no new certificate shall be issued until the
former certificate for a like number of shares has been surrendered and
cancelled, except that in case of a lost or destroyed certificate, a new
certificate may be issued upon such terms and indemnity to the Subsidiary
Holding Company as the board of directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of capital stock of
the Subsidiary Holding Company shall be made only on its stock transfer books.
Authority for such transfer shall be given only by the holder of record or by
his or her legal representative, who shall furnish proper evidence of such
authority, or by his or her attorney authorized by a duly executed power of
attorney and filed with the Subsidiary Holding Company. Such transfer shall be
made only on surrender for cancellation of the certificate for such shares. The
person in whose name shares of capital stock stand on the books of the
Subsidiary Holding Company shall be deemed by the Subsidiary Holding Company to
be the owner for all purposes.

ARTICLE VIII. FISCAL YEAR

The fiscal year of the Subsidiary Holding Company shall end on December
31 of each year. The appointment of accountants shall be subject to annual
ratification by the shareholders.

ARTICLE IX. DIVIDENDS

Subject to the terms of the Subsidiary Holding Company's Charter and
the regulations and orders of the OTS, the board of directors may, from time to
time, declare, and the Subsidiary Holding Company may pay, dividends on its
outstanding shares of capital stock.

ARTICLE X. CORPORATE SEAL

The board of directors shall provide a Subsidiary Holding Company seal,
which shall be two concentric circles between which shall be the name of the
Subsidiary Holding Company. The year of incorporation or an emblem may appear in
the center.

ARTICLE XI. AMENDMENTS

These bylaws may be amended in a manner consistent with regulations of
the OTS and shall be effective after: (i) approval of the amendment by a
majority vote of the authorized board of directors, or by a majority vote of the
votes cast by the shareholders of the Subsidiary Holding Company at any legal
meeting, and (ii) receipt of any applicable regulatory approval. When the
Subsidiary Holding Company fails to meet its quorum requirements, solely due to
vacancies on the board, then the affirmative vote of a majority of the sitting
board will be required to amend the bylaws.

ARTICLE XII. INDEMNIFICATION

The Subsidiary Holding Company shall indemnify all officers, directors
and employees of the Subsidiary Holding Company, and their heirs, executors and
administrators, to the fullest extent permitted under federal law against all
expenses and liabilities reasonably incurred by them in connection with or
arising out of any action, suit or proceeding in which they may be involved by
reason of their having been a director or officer of the Subsidiary Holding
Company, whether or not they continue 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 and attorneys' fees and
the cost of reasonable settlements.

FEDERAL MUTUAL HOLDING COMPANY CHARTER
FOR
NAUGATUCK VALLEY MUTUAL HOLDING COMPANY

Section 1. Corporate title. The name of the mutual holding company
hereby chartered is Naugatuck Valley Mutual Holding Company (the "Mutual
Company").

Section 2. Duration. The duration of the Mutual Company is perpetual.

Section 3. Purpose and powers. The purpose of the Mutual Company is to
pursue any or all of the lawful objectives of a federal mutual savings and loan
holding company chartered under section 10(o) of the Home Owners' Loan Act, 12
U.S.C. 1467a(o), and to exercise all of the express, implied, and incidental
powers conferred thereby and all acts amendatory thereof and supplemental
thereto, subject to the Constitution and laws of the United States as they are
now in effect, or as they may hereafter be amended, and subject to all lawful
and applicable rules, regulations, and orders of the Office of Thrift
Supervision (the "OTS").

Section 4. Capital. The Mutual Company shall have no capital stock.

Section 5. Members. All holders of the savings, demand or other
authorized accounts of Naugatuck Valley Savings and Loan (the "Bank") are
members of the Mutual Company. With respect to all questions requiring action by
the members of the Mutual Company, each holder of an account in the Bank shall
be permitted to cast one vote for each $100, or fraction thereof, of the
withdrawal value of the member's account. No member, however, shall cast more
than 1,000 votes. All accounts shall be nonassessable.

Section 6. Directors. The Mutual Company shall be under the direction
of a board of directors. The authorized number of directors shall not be fewer
than five nor more than fifteen, as fixed in the Mutual Company's bylaws, except
that the number of directors may be decreased to a number less than five or
increased to a number greater than fifteen with the prior approval of the
Director of the OTS or his or her delegate.

Section 7. Capital, surplus, and distribution of earnings. The Mutual
Company shall distribute net earnings to account holders of the Bank on such
basis and in accordance with such terms and conditions as may from time to time
be authorized by the Director of the OTS; provided, however, that the Mutual
Company may establish minimum-balance requirements for account holders to be
eligible for distribution of earnings.

All holders of accounts of the Bank shall be entitled to equal
distribution of assets of the Mutual Company, pro rata to the value of their
accounts in the Bank, in the event of voluntary or involuntary liquidation,
dissolution, or winding up of the Mutual Company.

Section 8. Amendment of Charter. Adoption of any pre-approved charter
amendment shall be effective after such pre-approved amendment has been
submitted to and approved by the members at a legal meeting. Any other
amendment, addition, change or repeal of this charter must be approved by the
OTS prior to approval by the members at a legal meeting, and shall be effective
upon filing with the OTS in accordance with regulatory procedures.

Attest: NAUGATUCK VALLEY MUTUAL HOLDING COMPANY

________________________________ _____________________________________
Bernadette A. Mole John C. Roman
Corporate Secretary President and Chief Executive Officer

Attest: Office of Thrift Supervision

________________________________ By:__________________________________
Secretary
Office of Thrift Supervision

EFFECTIVE DATE:______________________

BYLAWS
OF
NAUGATUCK VALLEY MUTUAL HOLDING COMPANY

1. Annual meeting of members. The annual meeting of the members
of the Mutual Company for the election of directors and for the transaction of
any other business of the Mutual Company shall be held, as designated by the
board of directors, at a location within the state that constitutes the
principal place of business of the Mutual Company, or at any other convenient
place the board of directors may designate, on a day and time that is within 150
days after the end of the Mutual Company's fiscal year. At each annual meeting,
the officers shall make a full report of the financial condition of the Mutual
Company and of its progress for the preceding year and shall outline a program
for the succeeding year. Annual meetings shall be conducted by the chairman of
the annual meeting in accordance with the written procedures agreed to by the
board of directors.

2. Special meetings of members. Special meetings of the members
of the Mutual Company may be called at any time by the president or the majority
of the board of directors and shall be called by the president or the secretary
upon the written request of members of record, holding in the aggregate at least
10% or more of the voting capital of the Mutual Company. For purposes of this
Section 2, "voting capital" shall mean the maximum number of votes eligible to
be cast at a legal meeting of members as determined at the most recent
practicable date. Such written request shall state the purpose of the meeting
and shall be delivered at the principal place of business of the Mutual Company
addressed to the chairman of the board. The business which may be brought before
and acted upon at any special meeting shall be limited to those matters
specified by the board of directors or, in the case of a special meeting called
by the members pursuant to this Section 2, those matters specified by such
members in the written request delivered to the chairman of the board or the
secretary. Special meetings shall be conducted by the chairman of the special
meeting in accordance with written procedures agreed to by the board of
directors.

3. Notice of meeting of members. Notice of each annual or special
meeting shall be either published once a week for the two successive calendar
weeks (in each instance on any day of the week) immediately prior to the week in
which such meeting shall convene, in a newspaper printed in the English language
and of general circulation in the city or county in which the principal place of
business of the Mutual Company is located, or mailed postage-prepaid at least 15
days and not more than 45 days prior to the date on which such meeting shall
convene, to each of its members of record at the last address appearing on the
books of the Mutual Company. Such notice shall state the name of the Mutual
Company, the place of the meeting, the date and time when it shall convene, and
the matters to be considered. A similar notice shall be posted in a conspicuous
place in each of the offices of the Naugatuck Valley Savings and Loan (the
"Bank") during the 14 days immediately preceding the date on which such meeting
shall convene. If any member, in person or by authorized attorney, shall waive
in writing notice of any meeting of members, notice thereof need not be given to
such member. When any

meeting is adjourned for 30 days or more, notice of the adjournment and
reconvening of the meeting shall be given as in the case of the original
meeting.

4. Fixing of record date. For the purpose of determining members
entitled to notice of or to vote at any meeting of members or any adjournment
thereof, or in order to make a determination of members for any other proper
purpose, the board of directors shall fix in advance a record date for any such
determination of members. Such date shall be not more than 60 days nor fewer
than 10 days prior to the date on which the action, requiring such determination
of members, is to be taken. The member entitled to participate in any such
action shall be the member of record on the books of the Mutual Company on such
record date. The number of votes which each member shall be entitled to cast at
any meeting of the members shall be determined from the books of the Mutual
Company as of such record date. Any member of such record date who ceases to be
a member prior to such meeting shall not be entitled to vote at that meeting.
The same determination shall apply to any adjourned meeting.

5. Member quorum. Any number of members present and voting,
represented in person or by proxy, at a regular or special meeting of the
members shall constitute a quorum. A majority of all votes cast at any meeting
of the members shall determine any question, unless otherwise required by
regulation. Directors, however, are elected by a plurality of the votes cast at
an election of directors. At any adjourned meeting, any business may be
transacted which might have been transacted at the meeting as originally called.
Members present at a duly constituted meeting may continue to transact business
until adjournment.

6. Voting by proxy. Voting at any annual or special meeting of
the members may be by proxy pursuant to the rules and regulations of the Office
of Thrift Supervision (the "OTS"), provided, that no proxies shall be voted at
any meeting unless such proxies shall have been placed on file with the
secretary of the Mutual Company, for verification, prior to the convening of
such meeting. Proxies may be given telephonically or electronically as long as
the holder uses a procedure for verifying the identity of the member. All
proxies with a term greater than eleven months or solicited at the expense of
the Mutual Company must run to the board of directors as a whole, or to a
committee appointed by a majority of such board. Accounts held by an
administrator, executor, guardian, conservator or receiver may be voted in
person or by proxy by such person. Accounts held by a trustee may be voted by
such trustee either in person or by proxy, in accordance with the terms of the
trust agreement, but no trustee shall be entitled to vote accounts without a
transfer or such accounts into the trustee name. Accounts held in trust in an
IRA or Keogh Account, however, may be voted by the Mutual Company if no other
instructions are received. Joint accounts shall be entitled to no more than
1,000 votes, and any owner may cast all the votes unless the Mutual Company has
otherwise been notified in writing.

7. Communication between members. Communication between members
shall be subject to any applicable rules or regulations of the OTS. No member,
however, shall have the right to inspect or copy any portion of any books or
records of the Mutual Company or the Bank containing: (i) a list of

depositors in or borrowers from the Bank; (ii) their addresses; (iii) individual
deposit or loan balances or records; or (iv) any data from which such
information could reasonably be constructed.

8. Number of directors. The number of directors of the Mutual
Company shall be eight (8), except where authorized by the OTS. Each director
shall be a member of the Mutual Company. Directors shall be elected for periods
of one to three years and until their successors are elected and qualified, but
if a staggered board is chosen, provision shall be made for the election of
approximately one-third or one-half of the board each year, as appropriate.

9. Meetings of the board. The board of directors shall meet at
least annually at the principal place of business of the Mutual Company at an
hour and date fixed by resolution of the board, provided that the place of
meeting may be changed by the directors. Special meetings of the board may be
held at any place specified in a notice of such meeting and shall be called by
the secretary upon the written request of the chairman of the board or of three
directors. All special meetings shall be held upon at least 24 hours written
notice to each director unless notice is waived in writing before or after such
meeting. Such notice shall state the place, date, time, and purposes of such
meeting. A majority of the authorized directors shall constitute a quorum for
the transaction of business. The act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the board. Action may
be taken without a meeting if unanimous written consent is obtained for such
action.

Members of the board of directors may participate in meetings by means
of conference telephone or in similar communications equipment by which all
persons participating in the meeting can hear and speak to each other.

The meetings shall be under the direction of a chairman, appointed
annually by the board, or in the absence of the chairman, the meetings shall be
under the direction of another member designated by the Board. Regular and
special meetings of the board shall be conducted in accordance with the rules
determined by the chairman.

10. Officers, employees and agents. Annually at the meeting of the
board of directors of the Mutual Company following the annual meeting of the
members of the Mutual Company, the board of directors shall elect a president,
one or more vice presidents, a secretary, officer and a treasurer or
comptroller; Provided, that the offices of president and secretary may not be
held by the same person and a vice president may also be the treasurer or
comptroller. The board may appoint such additional officers, employees and
agents as it may from time to time determine, including a chief executive
officer. The board of directors may also designate the chairman of the board as
an officer. The term of office of all officers shall be one year or until their
respective successors are elected and qualified. Any officer may be removed at
any time by the board with or without cause, but such removal, other than for
cause, shall be without prejudice to the contractual rights, if any, of the
person so removed. In the absence of designation from time to time of powers and
duties by the board, the officers shall have such powers and duties as generally
pertain to their respective offices.

11. Vacancies, resignation or removal of directors. Members of the
Mutual Company shall elect directors by ballot; provided, that in the event of a
vacancy on the board between meetings of members, the board of directors may, by
their affirmative vote, fill such vacancy, even if the remaining directors
constitute less than a quorum. A director elected to fill a vacancy shall be
elected to serve only until the next election of directors by the members. Any
director may resign at any time by sending a written notice of such resignation
to the office of the Mutual Company delivered to the secretary. Unless otherwise
specified therein such resignation shall take effect upon receipt by the
secretary. More than three consecutive absences from regular meetings of the
board, unless excused by resolution of the board, shall automatically constitute
a resignation, effective when such resignation is accepted by the board.

At a meeting of members called expressly for that purpose, directors or
the entire board may be removed, only with cause, by a vote of the holders of a
majority of the shares then entitled to vote at an election of directors.

12. Integrity of Directors. A person is not qualified to serve as
a director if he or she: (1) is under indictment for, or has ever been convicted
of, a criminal offense involving dishonesty or breach of trust and the penalty
for such offense could be imprisonment for more than one year, or (2) is a
person against who a banking agency has, within the past ten years, issued a
cease and desist order for conduct involving dishonesty or breach of trust and
that order is final and not subject to appeal, or (3) has been found either by a
regulatory agency whose decision is final and not subject to appeal or by a
court to have (i) breached a fiduciary duty involving personal profit or (ii)
committed a willful violation of any law, rule or regulation governing banking,
securities, commodities or insurance, or any final cease and desist order issued
by a banking, securities, commodities or insurance regulatory agency.

13. Powers of the board. The board of directors shall have the
power:

(a) By resolution, to appoint from among its members and
remove an executive committee, which committee shall
have and may exercise the powers of the board between
the meetings of the board, but no such committee
shall have the authority of the board to amend the
charter or bylaws, adopt a plan of merger,
consolidation, dissolution, or provide for the
disposition of all or substantially all of the
property and assets of the Mutual Company. Such
committee shall not operate to relieve the board, or
any member thereof, of any responsibility imposed by
law;

(b) To appoint and remove by resolution the members of
such other committees as may be deemed necessary and
prescribe the duties thereof;

(c) To fix the compensation of directors, officers, and
employees; and to remove any officer or employee at
any time with or without cause;

(d) To extend leniency and indulgence to borrowing
members who are in distress and generally to
compromise and settle any debts and claims;

(e) To limit payments on capital which may be accepted;

(f) To reject an application for an account or
membership; and

(g) To exercise any and all of the powers of the Mutual
Company not expressly reserved by the charter to the
members.

14. Execution of instruments, generally. All documents and
instruments or writings of any nature shall be signed, executed, verified,
acknowledged, and delivered by such officers, agents, or employees of the Mutual
Company or any one of them and in such manner as from time to time may be
determined by resolution of the board. All notes, drafts, acceptances, checks,
endorsements, and all evidences of indebtedness of the Mutual Company whatsoever
shall be signed by such officer or officers or such agent or agents of the
Mutual Company and in such manner as the board may from time to time determine.
Endorsements for deposit to the credit of the Mutual Company in any of its duly
authorized depositories shall be made in such manner as the board may from time
to time determine. Proxies to vote with respect to shares or accounts of other
associations or stock of other corporations owned by, or standing in the name
of, the Mutual Company may be executed and delivered from time to time on behalf
of the Mutual Company by the president and the secretary of the Mutual Company
or by any other persons so authorized by the board.

15. Nominating committee. The chairman, at least 30 days prior to
the date of each annual meeting, shall appoint a nominating committee of three
persons who are members of the Mutual Company. Such committee shall make
nominations for directors in writing and deliver to the secretary such written
nominations at least 15 days prior to the date of the annual meeting, which
nominations shall then be posted in a prominent place in the principal place of
business for the 15-day period prior to the date of the annual meeting, except
in the case of a nominee substituted as a result of death or other incapacity.
Provided such committee is appointed and makes such nominations, no nominations
for directors except those made by the nominating committee shall be voted upon
at the annual meeting unless other nominations by members are made in writing
and delivered to the secretary of the Mutual Company at least 10 days prior to
the date of the annual meeting, which nominations shall then be posted in a
prominent place in the principal place of business for the 10-day period prior
to the date of the annual meeting, except in the case of a nominee substituted
as a result of death or other incapacity. Ballots bearing the names of all
persons nominated by the nominating committee and by other members prior to the
annual meeting shall be provided for use by the members at the annual meeting.
If at any time the chairman shall fail to appoint such nominating committee, or
the nominating committee shall fail or refuse to act at least 15 days prior to
the annual meeting, nominations for directors may be made at the annual meeting
by any member and shall be voted upon.

16. New business. Any new business to be taken up at the annual
meeting, including any proposal to increase or decrease the number of directors
of the Mutual Company, shall be stated in writing and filed with the secretary
of the Mutual Company at least 30 days before the date of the annual meeting,
and all business so stated, proposed, and filed shall be considered at the
annual meeting; but no other proposal shall be acted upon at the annual meeting.
Any member may make any other proposal at the annual meeting and the same may be
discussed and considered; but unless stated in writing and filed with the
secretary 30 days before the meeting, such proposal shall be laid over for
action at an adjourned, special, or regular meeting of the members taking place
at least 30 days thereafter. This provision shall not prevent the consideration
and approval or disapproval at the annual meeting of the reports of officers and
committees, but in connection with such reports no new business shall be acted
upon at such annual meeting unless stated and filed as herein provided.

17. Seal. The seal shall be two concentric circles between which
shall be the name of the Mutual Company. The year of incorporation, the word
"incorporated," or an emblem may appear in the center.

18. Indemnification. The Mutual Company shall indemnify all
officers, directors and employees of the Mutual Company, and their heirs,
executors and administrators, to the fullest extent permitted under federal law
against all expenses and liabilities reasonably incurred by them in connection
with or arising out of any action, suit or proceeding in which they may be
involved by reason of their having been a director or officer of the Mutual
Company, whether or not they continue 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 and attorneys' fees and
the cost of reasonable settlements.

19. Amendment. Adoption of any bylaw amendment pursuant to
Section 544.5 of the OTS's regulations, as long as consistent with applicable
law, rules and regulations, and which adequately addresses the subject and
purpose of the stated bylaw section, shall be effective after: (i) approval of
the amendment by a majority vote of the authorized board, or by a vote of the
members of the Mutual Company at a legal meeting, and (ii) receipt of any
applicable regulatory approval. When the Mutual Company fails to meet its quorum
requirement, solely due to vacancies on the board, the bylaws may be amended by
an affirmative vote of a majority of the sitting board.

20. Age Limitation. No person 70 years of age shall be eligible
for election, reelection, appointment, or reappointment to the board of the
Mutual Company. No director shall serve as such beyond the annual meeting of the
Mutual Company following the director becoming 70. This age limitation does not
apply to an advisory director.