AGREEMENT

Exhibit 10.1

AGREEMENT

THIS AGREEMENT (the “Agreement”), dated this 6th day of April 2015, is by and among Naugatuck Valley Financial Corporation (the “Company”) and Naugatuck Valley Savings and Loan (the “Bank,” and collectively with the Company, “Naugatuck Valley”), Xxxxxxx and Associates, LLC, Xxxxxxx Investment Partnership, LP, Xxxxxxx Investment Partnership II, LP, LSBK06-08, LLC, Broad Park Investors, LLC, CBPS, LLC, 2514 Multi-Strategy Fund, LP, Veteri Place Corporation, Xxxxx Xxxxxxx, an individual, and Xxxxxxxx Xxxxxxx, an individual (the “Nominee” and collectively, the “Xxxxxxx Group,” and each individually, a “Xxxxxxx Group Member”).

RECITALS

WHEREAS, on March 21, 2014, Naugatuck Valley, the Xxxxxxx Group and the Nominee entered into an Agreement (the “2014 Agreement”) under which the Nominee was appointed to the Boards of Directors of Naugatuck Valley for a term ending at the 2015 Annual Meeting of the Company;

WHEREAS, Naugatuck Valley, the Xxxxxxx Group and the Nominee have agreed that it is in their mutual interests to extend the term of the 2014 Agreement for so long as the Nominee remains a director of the Company or the Bank; and

WHEREAS, Naugatuck Valley, the Xxxxxxx Group and the Nominee have agreed that it is in their mutual interests to into this Agreement.

NOW THEREFORE, in consideration of the Recitals and the extension of the representations, warranties, covenants and agreements contained in the 2014 Agreement and other good and valuable consideration, and intending to be legally bound hereby, the parties hereto agree as follows:

1.            Section 5 of the 2014 Agreement is hereby amended to read as follows:

“Term. This Agreement shall be effective upon the execution of the Agreement, and will remain in effect for a period expiring as of the close of business on the date on which the Nominee ceases to be a director of the Company and the Bank.”

2.            This Agreement may be executed in any number of counterparts and by the parties in separate counterparts, and signature pages may be delivered by facsimile, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

3.            Except to the extent expressly provided herein, the 2014 Agreement shall remain in full force and effect in accordance with its terms.

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IN WITNESS WHEREOF, this Agreement has been duly executed by the undersigned and is effective as of the day and year first above written.

	XXXXXXX AND ASSOCIATES, L.L.C.
	By:	/s/ Xxxxxxxx X. Xxxxxxx
		Xxxxxxxx X. Xxxxxxx
		Manager
	XXXXXXX INVESTMENT PARTNERSHIP, L.P.
	By:	Veteri Place Corporation, its General Partner
	By:	/s/ Xxxxxxxx X. Xxxxxxx
		Xxxxxxxx X. Xxxxxxx
		President
	XXXXXXX INVESTMENT PARTNERSHIP II, L.P.
	By:	Veteri Place Corporation, its General Partner
	By:	/s/ Xxxxxxxx X. Xxxxxxx
		Xxxxxxxx X. Xxxxxxx
		President
	LSBK06-08, L.L.C.
	By:	Veteri Place Corporation, its Trading Advisor
	By:	/s/ Xxxxxxxx X. Xxxxxxx
		Xxxxxxxx X. Xxxxxxx
		President

	BROAD PARK INVESTORS, L.L.C.
	By:	/s/ Xxxxxxxx X. Xxxxxxx
		Xxxxxxxx X. Xxxxxxx
		Investment Manager
	CBPS, L.L.C.
	By:	Veteri Place Corporation, its Trading Advisor
	By:	/s/ Xxxxxxxx X. Xxxxxxx
		Xxxxxxxx X. Xxxxxxx
		President
	2514 MULTI-STRATEGY FUND, L.P.
	By:	/s/ Xxxxxxxx X. Xxxxxxx
		Xxxxxxxx X. Xxxxxxx
		Investment Manager
	VETERI PLACE CORPORATION
	By:	/s/ Xxxxxxxx X. Xxxxxxx
		Xxxxxxxx X. Xxxxxxx
	XXXXXXXX X. XXXXXXX
	/s/ Xxxxxxxx X. Xxxxxxx
	Xxxxxxxx X. Xxxxxxx
	XXXXX XXXXXXX
	/s/ Xxxxx Xxxxxxx
	Xxxxx Xxxxxxx

	NAUGATUCK VALLEY FINANCIAL CORPORATION
	By:	/s/ Xxxxxxx X. Xxxxxxxxx
		Xxxxxxx X. Xxxxxxxxx
		President and Chief Executive Officer
	NAUGATUCK VALLEY SAVINGS AND LOAN
	By:	/s/ Xxxxxxx X. Xxxxxxxxx
		Xxxxxxx X. Xxxxxxxxx
		President and Chief Executive Officer