CHANGE IN CONTROL AGREEMENT

CHANGE IN CONTROL AGREEMENT

This Change in Control Agreement (this “Agreement”) is entered into as of this 20 ^th day of December, 2005 by and between NewMil Bancorp, Inc., a Delaware corporation (hereafter “NewMil Bancorp”), and B. Ian McMahon, Executive Vice President and Chief Financial Officer of NewMil Bank (the “Executive”).

Whereas , the Executive is employed by NewMil Bank, a Connecticut-chartered savings bank and subsidiary of NewMil Bancorp, and the Executive has made and is expected to continue to make major contributions to the profitability, growth, and financial strength of NewMil Bancorp and its subsidiaries,

Whereas , NewMil Bancorp desires to provide additional inducement for the Executive to continue to remain in the ongoing employ of NewMil Bancorp and subsidiary, and NewMil Bancorp desires to assure itself of the current and future continuity of management and establish minimum severance benefits for certain of its officers, including the Executive, if a Change in Control occurs,

Whereas , NewMil Bancorp wishes to ensure that officers and other key employees are not practically disabled from discharging their duties if a proposed or actual transaction involving a Change in Control arises,

Whereas , none of the conditions or events included in the definition of the term “golden parachute payment” contained in section 18(k)(4)(A)(ii) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)(4)(A)(ii)] and in Federal Deposit Insurance Corporation Rule 359.1(f)(1)(ii) [12 CFR 359.1(f)(1)(ii)] exists or, to the best knowledge of NewMil Bancorp, is contemplated insofar as either of NewMil Bancorp or any of its subsidiaries is concerned, and

Whereas , the Executive and NewMil Bancorp are parties to an Amended and Restated Change in Control Agreement dated as of October 6, 2004, but the Executive and NewMil Bancorp intend that this Agreement supersede and replace the previous agreement in its entirety.

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

1.   Change in Control . (a) Benefit . If a Change in Control occurs during the term of this Agreement, within five days after the Change in Control NewMil Bancorp shall make a lump sum payment to the Executive in an amount in cash equal to 2.99 times the Executive’s annual compensation. For purposes of this Agreement, annual compensation means (1) the Executive’s annual base salary on the date of the Change in Control plus (2) any bonuses or incentive compensation earned for the calendar year immediately before the year in which the Change in Control occurred, regardless of when the bonus or incentive compensation is or was paid. NewMil Bancorp recognizes that the bonus and incentive compensation earned by the Executive for a particular year’s service might be paid in the year after the calendar year in which the bonus or incentive compensation is earned. The amount payable to the Executive hereunder shall not be reduced to account for the time value of money or discounted to present value. In addition, NewMil Bancorp shall cause the Executive to become

fully vested in any qualified and non-qualified plans, programs or arrangements in which the Executive participates if the plan, program, or arrangement does not address the effect of a change in control. NewMil Bancorp also shall contribute or cause a Subsidiary to contribute to the Executive’s 401(k) plan account, if any, the matching and profit-sharing contributions, if any, that the Executive is entitled to based upon all W-2 income earned for the plan year. NewMil Bancorp also shall pay to the Executive reasonable outplacement expenses in an amount up to $25,000, and NewMil Bancorp shall provide the Executive with the use of office space and reasonable office support facilities, including secretarial assistance, for a period of one year after termination. Lastly, NewMil Bancorp shall continue or cause to be continued at NewMil Bancorp’s expense health insurance coverage for the Executive and his dependents that is at least as favorable as the coverage maintained on the Executive’s behalf at the time of employment termination. Such coverage shall cease when the Executive becomes employed by another employer or thirty six months after the Executive’s employment terminates, whichever occurs first.

(b)   Definition of Change in Control . For purposes of this Agreement, “Change in Control” shall mean any one of the following events occurs, provided the event constitutes a change in control within the meaning of Internal Revenue Code section 409A and rules, regulations, and guidance of general application thereunder issued by the Department of the Treasury, and provided the occurrence of the event is objectively determinable and does not require the exercise of judgment or discretion -

For purposes of paragraphs (1) through (3) of this Section 1(b), persons shall be considered to be acting as a group if they would be considered to be acting as a group under Internal Revenue Code section 409A and rules, regulations, and guidance of general application issued thereunder by the Department of the Treasury. References in this Agreement to Internal Revenue Code section 409A include rules, regulations, and guidance of general application issued by the Department of the Treasury under section 409A.

(c)   No mitigation required . NewMil Bancorp hereby acknowledges that its general severance pay plans do not provide for mitigation, offset, or reduction of any severance payment received thereunder. NewMil Bancorp further acknowledges that the payment of benefits by NewMil Bancorp under this Agreement is reasonable and will be liquidated damages, and the Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor will any profits, income, earnings, or other benefits from any source whatsoever create any mitigation, offset, reduction, or any other obligation on the part of the Executive hereunder or otherwise.

2.   Term of Agreement . The initial term of this Agreement shall be for a period of three years, commencing December 20, 2005. On the first anniversary of the effective date of this Agreement and on each anniversary thereafter this Agreement shall be extended automatically for one additional year unless NewMil Bancorp’s board of directors gives notice to the Executive in writing at least 90 days before the anniversary that the term of this Agreement will not be extende