10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

ýANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2017

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from           to           

Commission File Number: 000-54241

SI FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Maryland	80-0643149
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

803 Main Street, Willimantic, Connecticut	06226
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (860) 423-4581

Title of each class	Name of Exchange on which registered
Common stock, par value $0.01 per share	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o No ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ý No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ý No o

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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendment to this Form 10-K. ý

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.  (Check one)

Large Accelerated Filer o	Accelerated Filer ý
Non-Accelerated Filer o
Emerging Growth Company o	Smaller Reporting Company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes o No ý

The aggregate market value of the voting and non-voting common equity held by non-affiliates was $189.7 million, which was computed by reference to the closing price of $16.10 at which the common equity was sold as of June 30, 2017. Solely for the purposes of this calculation, the shares held by the directors and officers of the registrant are deemed to be shares held by affiliates.

As of March 12, 2018, there were 12,242,434 shares of the registrant's common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None

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EXPLANATORY NOTE

SI Financial Group, Inc. (the “Company”) is filing this Amendment No. 1 of Form 10-K/A (the “Amendment”) to amend its Annual Report on Form 10-K for the year ended December 31, 2017 (the “Form 10-K”), filed with the Securities and Exchange Commission on March 15, 2018. The purpose of this Amendment is solely to file a new Exhibit 10.3, which replaces and supersedes the former plan filed, and to correct and re-file Exhibit 10.8, each of which is identified below:

Exhibit 10.3 Form of Amended and Restated Director Retirement Agreement and Related Amendment

Exhibit 10.8 Savings institute Bank & Trust Company Deferred Fee Plan

Additionally, the description of the agreement in Exhibit 10.21 has been revised. The copy of that agreement remains unchanged. No other changes are being made to the Company’s Form 10-K. This Amendment speaks as of the original filing date and does not reflect events occurring after the filing of the Form 10-K. No other changes are being made to any other disclosure contained in the Form 10-K.

PART IV.

Item 15. Exhibits and Financial Statement Schedules.

(1) Financial Statements

The following consolidated financial statements of the Company and its subsidiaries are filed as part of this report:

• Reports of Independent Registered Public Accounting Firm

• Consolidated Balance Sheets as of December 31, 2017 and 2016

• Consolidated Statements of Income for the Years Ended December 31, 2017, 2016 and 2015

• Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2017, 2016 and 2015

• Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2017, 2016 and 2015

• Consolidated Statements of Cash Flows for the Years Ended December 31, 2017, 2016 and 2015

• Notes to Consolidated Financial Statements

Such financial statements are included in the Company’s consolidated financial statements and notes thereto contained in the Company’s Annual Report to Shareholders, attached hereto as Exhibit 13.

(2) Financial Statement Schedules

All financial statement schedules have been omitted because they are either not applicable or the required information is included in the consolidated financial statements or notes thereto included in the Company’s Annual Report to Shareholders.

(3) Exhibits

The exhibits listed below are filed as part of this report or are incorporated by reference herein.

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3.1	Articles of Incorporation of SI Financial Group, Inc. (1)
3.2	Amended and Restated Bylaws of SI Financial Group, Inc. (2)
4.0	Specimen Stock Certificate of SI Financial Group, Inc. (1)
10.1	*Employment Agreement between Rheo A. Brouillard, SI Financial Group, Inc. and Savings Institute Bank and Trust Company, as amended and restated (3)
10.2	*Amendment to the Employment Agreement between Rheo A. Brouillard, SI Financial Group, Inc. and Savings Institute Bank and Trust Company (4)
10.3	*Form of Amended and Restated Director Retirement Agreement and related amendment
10.4	*Amended and Restated Savings Institute Bank and Trust Company Supplemental Executive Retirement Plan (6)
10.5	*Savings Institute Group Term Replacement Plan (5)
10.6	*Form of Savings Institute Executive Supplemental Retirement Plan – Defined Benefit (5)
10.7	*Form of First Amendment to Savings Institute Executive Supplemental Retirement Plan – Defined Benefit (6)
10.8	*Savings Institute Bank & Trust Company Director Deferred Fee Plan
10.9	*SI Financial Group, Inc. 2005 Equity Incentive Plan (7)
10.10	*Change in Control Agreement between Laurie L. Gervais, SI Financial Group, Inc. and Savings Institute Bank and Trust Company (3)
10.11	*Form of Section 409A Amendment to the Change in Control Agreement (8)
10.12	*Form of Amendment to Supplemental Executive Retirement Plan (9)
10.13	*Amendment to Supplemental Executive Retirement Plan (4)
10.14	*SI Financial Group, Inc. 2012 Equity Incentive Plan (10)
10.15	*Change in Control Agreement between Jonathan S. Wood, SI Financial Group, Inc. and Savings Institute Bank and Trust Company (11)
10.16	*Change in Control Agreement between Paul R. Little, SI Financial Group, Inc. and Savings Institute Bank and Trust Company (3)
10.17	*Change in Control Agreement between Lauren L. Murphy, SI Financial Group, Inc. and Savings Institute Bank and Trust Company (3)
10.18	Agreement, dated February 25, 2015, by and among SI Financial Group, Inc., Savings Institute Bank and Trust Company, Seidman and Associates LLC, Seidman Investment Partnership, L.P., Seidman Investment Partnership II, L.P., LSBK06-08 LLC, Broad Park Investors LLC, CBPS, LLC, 2514 Multi-Strategy, L.P., Veteri Place Corporation, Lawrence B. Seidman, an individual, and Dennis Pollack, an individual (12)
10.19	*Amended and Restated Supplemental Executive Retirement Plan – between Savings Institute Bank and Trust Company and Laurie L. Gervais (13)
10.20	*Savings Institute Executive Supplemental Retirement Plan II – between Savings Institute Bank and Trust Company and Lauren L. Murphy (13)
10.21	* Split Dollar Agreement between Lauren L. Murphy, SI Financial Group, Inc. and Savings Institute Bank and Trust Company (13)
13.0	Annual Report to Shareholders (13)
21.0	List of Subsidiaries (13)
23.1	Consent of Wolf & Company, P.C. (13)
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.0	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101	The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements. (13)

*    Management contract or compensation plan or arrangement.

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⁽¹⁾  Incorporated by reference into this document from the Exhibits on the Registration Statement on Form S-1 (File No. 333-169302), and any amendments thereto, filed with the Securities and Exchange Commission on September 10, 2010.

⁽²⁾  Incorporated by reference into this document from the Exhibits to the Company’s Current Report on Form 8-K (File No. 000-54241) filed with the Securities and Exchange Commission on August 23, 2017.

⁽³⁾  Incorporated by reference into this document from the Exhibits on the Company’s Quarterly Report on Form 10-Q (File No. 000-54241) filed with the Securities and Exchange Commission on November 6, 2015.

⁽⁴⁾  Incorporated by reference into this document from the Exhibits on the Company’s Annual Report on Form 10-K (File No. 000-54241) filed with the Securities and Exchange Commission on March 11, 2016.

⁽⁵⁾  Incorporated by reference into this document from the Exhibits on the Registration Statement on Form S-1 (File No. 333-116381), and any amendments thereto, filed with the Securities and Exchange Commission on June 10, 2004.

⁽⁶⁾  Incorporated by reference into this document from the Exhibits on the Company’s Annual Report on Form 10-K (File No. 000-50801) filed with the Securities and Exchange Commission on March 27, 2009.

⁽⁷⁾  Incorporated by reference into this document from the Appendix to the Proxy Statement for the 2005 Annual Meeting of Shareholders (File No. 000-50801) filed with the Securities and Exchange Commission on April 6, 2005.

⁽⁸⁾  Incorporated by reference into this document from the Exhibits to the Company’s Current Report on Form 8-K (File No. 000-54241) filed with the Securities and Exchange Commission on February 17, 2011.

⁽⁹⁾  Incorporated by reference into this document from the Exhibits to the Company’s Annual Report on Form 10-K (File No. 000-54241) filed with the Securities and Exchange Commission on March 12, 2012.

⁽¹⁰⁾  Incorporated by reference into this document from the Appendix to the Proxy Statement for the 2012 Annual Meeting of Shareholders (File No. 000-54241) filed with the Securities and Exchange Commission on March 30, 2012.

⁽¹¹⁾  Incorporated by reference into this document from the Exhibits on the Company’s Annual Report on Form 10-K (File No. 000-54241) filed with the Securities and Exchange Commission on March 13, 2014.

⁽¹²⁾  Incorporated by reference into this document from the Exhibits on the Company’s Current Report on Form 8-K (File No. 000-54241) filed with the Securities and Exchange Commission on February 25, 2015.

⁽¹³⁾  Incorporated by reference into this document from the Exhibits to the Company’s Annual Report on Form 10-K (File No. 000-54241) filed with the Securities and Exchange Commission on March 15, 2018.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SI Financial Group, Inc.
Date: April 11, 2018	By:	/s/ Rheo A. Brouillard
		Rheo A. Brouillard
		President and Chief Executive Officer

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EX-10.3

Exhibit 10.3: Form of Amended and Restated Director Retirement Agreement and related amendment between Savings Institute Bank and Trust Company and each of Mark D. Alliod, Roger Engle, Donna M. Evan, Michael R. Garvey and Robert O. Gillard.

Savings Institute Bank and Trust Company entered into an Amended and Restated Director Retirement Agreement and related amendment with each of the directors listed above, which are substantially identical in all material respects as the attached Form of Amended and Restated Director Retirement Agreement and related amendment.

FORM OF

AMENDED AND RESTATED DIRECTOR RETIREMENT AGREEMENT

This Amended and Restated Director Retirement Agreement is entered into by and between ___________________ (the “Director”) and the Savings Institute Bank & Trust Company (“Bank”) effective ____________________, 2010. This Agreement is a restatement of the Savings Institute Director Retirement Plan.

1.PURPOSE. The purpose of this Agreement is to provide retirement benefits to the Director in recognition of [his/her] contributions to the growth and success of the Bank and its affiliates.

2.DEFINITIONS. For purposes of this Agreement, the following words and phrases shall have the meanings indicated, unless the context clearly indicates otherwise.

“Cause” means termination of employment because of the Director’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar infractions) or a final cease-and-desist order issued on such Director.

“Compensation” shall mean the total Board fees and retainer payable to the Director.

“Retirement Date” means the first day of the month following the month in which the Director attains age seventy-five (75).

“Early Retirement” the Director may retire prior to age 75 provided [he/she] has completed at least fifteen (15) Years of Service as a director of the Bank or an affiliate.

“Separation from Service”    is intended to have the same meaning as under Internal Revenue Code Section 409A and any regulations or guidance issued under such provision.

“Years of Service” means each twelve consecutive month period following the date of the Director’s election to the Board of Directors of the Bank or affiliate of the Bank; provided that the Director remained in continuous full time service for such period.

3.BENEFITS. The Directorshall receive an annual retirement benefit under this Agreement equal to 70% of [his/her] average Compensation received for services as a director of the Bank during the three calendar years preceding the date on which the Director has a Separation from Service (“Annual Retirement Benefit”). If the Directorretires on or after [his/her] Retirement Date, [he/she] shall be paid [his/her] vested Annual Retirement Benefit in equal monthly installments, commencing on the first business day of the month following his Retirement Date, and continuing to the 120^th month following commencement of such monthly payments. If the Director elects Early Retirement, [his/her] Annual Retirement Benefit shall be payable in monthly installments beginning with the first day of the month following the Director’s attainment of age 72 and ending on the 120^th month following commencement of such monthly payments.

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Notwithstanding anything herein to the contrary, no benefit shall be payable under this if the Director is terminated for Cause.

4.DEATH OF ADIRECTOR. If the Director dies after [his/her] Retirement Date, all remaining benefits payable hereunder shall be paid to the Director’s beneficiaries, heirs or assigns. If the Director dies prior to [his/her] Retirement Date, the benefit payable to [his/her] beneficiaries, heirs, or assigns shall be equal to the value of the accrued liability as of the date of the Director’s death.

5.UNFUNDED ARRANGEMENT. This Agreement shall be an unfunded arrangement, and shall not relate to any specific funds of the Bank. Payments of benefits due under the Agreement shall be made from the general assets of the Bank, and the Director shall have only the rights of an unsecured creditor of the Bank with respect thereto. Notwithstanding the foregoing, the Bank shall have the right in its sole discretion to provide for the funding of payments required to be made hereunder through a trust or otherwise.

6.AMENDMENT. The Board of Directors may amend, modify, suspend or terminate this Agreement at any time; provided, however, that any amendment, modification, suspension or termination shall not affect the rights of the Director to benefits which have accrued prior to the date of amendment.

7.NON-ALIENATION. The Director shall not have the power to transfer, assign, anticipate, mortgage or otherwise encumber any rights or any amounts payable hereunder; nor shall any such rights or payments be subject to seizure for the payment of any debts, judgments, alimony, or separate maintenance, or be transferable by operation of law in the event of bankruptcy, insolvency, or otherwise.

8.MERGER_OR_ACQUISITION. In the event of any merger, consolidation or acquisition where the Bank or its parent holding company, SI Financial Group, Inc., is not the surviving entity or resulting corporation, or upon transfer of all or substantially all of the assets of the Bank, this Agreement shall continue and be in full force and effect and shall be binding upon such surviving entity, resulting corporation, or transferee.

9.GOVERNING_LAW. Except to the extent preempted by federal law, this Agreement shall be governed by the laws of the State of Connecticut without reference to conflicts of law principles.

10.SECTION 409A COMPLIANCE. Despite any contrary provision of this Agreement if, when the Director’s service terminates, the Director is a “specified employee,” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and if any payments under this Agreement will result in additional tax or interest to the Director because of Section 409A, the Director shall not be entitled to payment until the earliest of (i) the date that is at least six months after termination of the Director’s service for reasons other than the Director’s death, (ii) the date of the Director’s death, or (iii) any earlier date that does not result in additional tax or interest to the Director under Section 409A. If any provision of this Agreement would subject

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the Director to additional tax or interest under Section 409A, the Bank shall reform the provision. However, the Bank shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Director to additional tax or interest.

IN WITNESS WHEREOF, the Director and a duly authorized Bank officer have signed this amended and restated Agreement.

Director                    Savings Institute Bank & Trust Company

By:

On behalf of the Compensation                                       Committee of the Board        

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FORM OF

AMENDMENT TO THE AMENDED AND RESTATED

DIRECTOR RETIREMENT AGREEMENT BY AND BETWEEN

_________________ AND THE SAVINGS INSTITUTE BANK AND TRUST COMPANY

WHEREAS, pursuant to Section 6 of the Amended and Restated Director Retirement Agreement by and between _______________ (the “Director”) and the Savings Institute Bank and Trust Company (the “Agreement”), the Board of Directors of the Savings Institute Bank and Trust Company (the “Bank”) may amend the Agreement at any time; provided that any amendment shall not affect the rights of the Executive to benefits which have accrued prior to the date of the amendment; and

WHEREAS, the Bank approved the following amendment to the Agreement at a duly held meeting of the Board on December 18, 2013:

FIRST CHANGE

Effective December 1, 2013, the following definition shall be added to Section 2 of the Agreement.

“Change in Control” meansthe occurrence ofany one of the following events:

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

(ii) Acquisition of Significant Share Ownership: The Bank files, or is required to file, a report on Schedule 13D or another form or schedule (other than Schedule 13G) required under Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, if the schedule discloses that the filing person or persons acting in concert has or have become the beneficial owner of 25% or more of a class of the Bank’s voting securities, but this clause (b) shall not apply to beneficial ownership of Bank voting shares held in a fiduciary capacity by an entity of which the Bank directly or indirectly beneficially owns 50% or more of its outstanding voting securities.

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

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

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SECOND CHANGE

Effective December 1, 2013, the following new paragraph shall be added to the end of Section 3 of the Agreement.

“Notwithstanding the foregoing, if a Director has a Separation from Service following a Change in Control (other than for Cause), the Director shall be entitled to the Annual Retirement Benefit set forth in this Section 3, regardless of the Director’s age or Years of Service. Said benefit shall be payable in monthly installments beginning on the first day of the month following the Director’s Separation from Service (for reasons other than Cause) and ending on the 120^th month following commencement of such monthly payments.”

APPROVED AND AGREED TO BY:

Savings Institute Bank and Trust Company

Laurie Gervais, Corporate Secretary

Signature of the Director

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EX-10.8

SAVINGS INSTITUTE BANK & TRUST COMPANY

DIRECTOR DEFERRED FEE PLAN

This Savings Institute Bank & Trust Company Director Deferred Fee Plan (the “Plan”) reflects the consolidation of all individual deferral agreements which Directors maintained with the Bank prior to the Effective Date and provides a vehicle for eligible Directors to defer the payment of future Fees to a later date in accordance with the terms of this Plan. The Plan is intended to be unfunded for tax purposes and to comply with the requirements of Section 409A of the Code, as amended and the Treasury regulations or any other authoritative guidance issues thereunder.

Article 1

Definitions

1.1    Definitions. Whenever used in this Plan, the following words and phrases shall have the meanings specified:

1.1.1     “Change in Control” means any one of the following events occur:

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

(ii) Acquisition of Significant Share Ownership: A report on Schedule 13D or another form or schedule (other than Schedule 13G) is filed or required to be filed under Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, if the schedule discloses that the filing person or persons acting in concert has or have become the beneficial owner of 25% or more of a class of the Company’s voting securities, but this clause (b) shall not apply to beneficial ownership of Company voting shares held in a fiduciary capacity by an entity of which the Company directly or indirectly beneficially owns 50% or more of its outstanding voting securities.

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

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

1.1.2     “Code” means the Internal Revenue Code of 1986, as amended.

1.1.3     “Deferral Account” means the Bank’s accounting of a Director’s accumulated Deferrals plus accrued interest.

1.1.4     “Deferrals” means the amount of a Director’s Fees, which a Director elects to defer according to this Plan.

1.1.5     “Disability” means a Director’s inability to perform substantially all normal duties of a Director, as determined by the Bank’s Board of Directors in its sole discretion. As a condition to any benefits, the Bank may require the Director to submit to such physical or mental evaluations and tests as the Board of Directors deems appropriate.

1.1.6     “Effective Date” means December 1, 2013.

1.1.7     “Election Form” means the Form attached as Exhibit A.

1.1.8    “Fees” means the total fees payable to a Director in cash.

1.1.9 “Plan Year” means the calendar year.

1.1.10     “Prime Rate” means the prime rate reported in the Wall Street Journal on the last business day of the preceding Plan Year.

1.1.11     “Termination of Service” shall mean a “Separation from Service” as defined under Section 409A of the Code. Section 409A defines a Separation of Service as a termination of a Director’s services (whether as director, employee or as an independent contractor) to the Company and the Bank for reasons other than death or disability. Whether a Separation from Service has occurred shall be determined in accordance with the requirements of Section 409A of the Code based on whether the facts and circumstances indicate that the Company, the Bank and the Director reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Director would perform after such date (whether as a director, employee or as an independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as a director, employee or an independent contractor) over the immediately preceding thirty-six (36) month period.

Article 2

Eligibility and Deferral Elections

2.1    Eligibility. All Directors are eligible to participate in the Plan.

2.2     Election. In order to participate in the Plan, a Director must file an Election Form for each Plan Year. Deferral elections for a given Plan Year must be made no later than December 31^st of the preceding Plan Year or, for new Directors, within thirty (30) days of initial eligibility to participate in the Plan.

2.3    Election Changes.

2.3.1     Generally. The Director may modify the amount of Fees to be deferred annually by filing a new Election Form with the Bank prior to the beginning of the Plan Year in which the Fees are

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to be deferred. The modified deferral election shall not be effective until the Plan Year following the year in which the subsequent Election Form is received and approved by the Bank. The new Election Form may be used to change the Director’s distribution option; however, the change: (i) may not accelerate the payment of the Director’s Deferral Account, (ii) must be made at least 12 months prior to the scheduled distribution date, and (iii) must postpone payment (or the commencement of payments) for at least 5 years from the scheduled distribution date

2.3.2     Hardship. Ifan unforeseeable financial emergency (as defined under Section 4.3 of this Plan) occurs, a Director, by written instructions to the Bank, may reduce future deferrals under this Plan in accordance with Section 409A of the Code.

Article 3

Deferral Account

3.1    Establishing and Crediting. The Bank shall establish a Deferral Account on its books for each participating Director and shall credit to the Deferral Account the following amounts:

3.1.1     Deferrals. The Fees deferred by a Director as of the time the Fees would have otherwise been paid to the Director.

3.1.2     Interest.

(a) Fees Deferred Prior to the Effective Date under Individual Agreements with the Bank. The Fees deferred (and interest earned) under each Director’s individual deferral agreement (if any) have been credited to each respective Director’s Deferral Account under this Plan as of the Effective Date. Interest is to be credited on these transferred funds at the Prime Rate (subject to the terms of this subparagraph (a) on the first business day of the Plan Year, compounded monthly. The interest rate determined as of the first business day of the Plan Year shall be used for the entirety of the Plan Year. Interest credited to Director Deferral Accounts with respect to any Plan Year under this subparagraph (a) shall not be less than six percent (6%) or greater than twelve percent (12%).

(b) Fees Deferred After the Effective Date of the Plan. Fees deferred after the Effective Date will earn Interest based on the Prime Rate, subject to the terms of this subparagraph (b). The interest rate shall be credited on the first business day of the Plan Year, compounded monthly. The interest rate determined as of the first business day of the Plan Year shall be used for the entirety of the Plan Year. The Board may alter the interest crediting formula under this subparagraph (b) prospectively with respect to any future Plan Year. Interest credited to Deferral Accounts with respect to any Plan Year under this subparagraph (b) shall not be less than four (4) percent or greater than twelve (12) percent.

3.2    Statement of Accounts. The Bank shall provide each participating Director, within one hundred twenty (120) days after the end of the Plan year, a statement setting forth the Deferral Account balance as of the end of such Plan Year.

3.3     Accounting Device Only. The Deferral Account is solely a device for measuring amounts to be paid under this Plan. The Deferral Account is not a trust fund of any kind. Each participating Director is a general unsecured creditor of the Bank for the payment of benefits. The benefits represent the mere

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promise by the Bank to pay such benefits. Director rights under this Plan are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by a participating Director’s creditors.

Article 4

Distribution of Benefits

4.1     Termination of Service Benefit. Upon Termination of Service, the Bank shall pay to a Director the benefit described in this Section 4.1 in lieu of any other benefit under this Plan.

4.1.1     Amount of Benefit. The benefit under this Section 4.1 is the Deferral Account balance as of a Director’s Termination of Service date.

4.1.2     Payment of Benefit. The Bank shall pay the benefit to the Director in the form elected by the Director on the Election Form. If the Director elected to receive his benefit in the form of installments, the Bank shall continue to credit interest on the remaining Deferral Account balance during any applicable installment period fixed at the rate in effect under Section 3.1.2 on the Director’s date of Termination of Service.

4.2     Change of Control Benefit. Upon Termination of Service within 12 months of a Change of Control, the Bank shall pay to the Director the benefit described in this Section 4.3 in lieu of any other benefit under this Plan.

4.2.1     Amount of Benefit. The benefit under this Section 4.3 shall be the balance of the Director’s Deferral Account on the date of the Director’s Termination of Service.

4.2.2     Payment of Benefit. The Bank shall pay the benefit to the Director in the form of a lump sum payment. This lump-sum payment shall occur within 30 days after the date of the Director’s Termination of Service.

4.3     Hardship Distribution. Upon the Board of Director’s determination (following petition by a Director) that a Director has suffered an unforeseeable financial emergency as described below, the Bank shall: (i) terminate the then effective deferral election of the Director to the extent permitted under Section 409A, and (ii) distribute to the Director all or a portion of the Deferral Account balance as determined by the Bank, but in no event shall the distribution be greater than the amount determined by the Bank that is necessary to satisfy the unforeseeable emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which the unforeseeable emergency is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Director’s assets (to the extent the liquidation of assets would not itself cause severe financial hardship); provided, however, that such distribution shall be permitted solely to the extent permitted under Section 409A. For purposes of this Plan, “unforeseeable emergency” means a severe financial hardship to a Director resulting from (a) an illness or accident of the Director, the Director’s spouse or a dependent (as defined in Code Section 152(a)) of the Director, (b) a loss of the Director’s property due to casualty, or (c) other

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similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Director, each as determined to exist by the Bank.

4.4     Entitlement to Benefits. Except to the extent provided in Section 5, a Director shall become entitled to receive a benefit under the Plan only if he or she experiences a Termination of Service for reasons other than Cause and only after the earlier of (i) the date he attained age 65 (or as otherwise indicated in Exhibit A); or (ii) the date that the sum of his or her age and Years of Service equals at least 80.

Article 5

Death Benefits

5.1     Death During Active Service. If the Director dies while in the active service of the Bank, the Bank shall pay to the Director’s beneficiary the benefit described in this Section 5.1 in lieu of any other benefit under this Plan.

5.1.1    Amount of Benefit. The benefit under Section 5.1 is the Deferral Account balance on the date of the Director’s death.

5.1.2     Payment of Benefit. The Bank shall pay the benefit to the beneficiary in the form elected by each Director on his or her Election Form. If a Director elected to receive his benefit in the form of installments, the Bank shall continue to credit interest on the remaining Deferral Account balance during any applicable installment period fixed at the rate in effect under Section 3.1.2 on the date of the Director’s death.

5.2     Death During Benefit Period. If a Director dies after benefit payments have commenced under this Plan but before receiving all such payments, the Bank shall pay the remaining benefits to the Director’s beneficiary at the same time and in the same amounts they would have been paid to the Director had the Director survived.

Article 6

Beneficiaries

6.1     Beneficiary Designations. The Director shall designate a beneficiary by filing a written designation with the Bank. The Director may revoke or modify the designation at any time by filing a new designation. However, designations will only be effective if signed by the Director and received and approved by the Bank during the Director’s lifetime. The Director’s beneficiary designation shall be deemed automatically revoked if the beneficiary predeceases the Director, or if the Director names a spouse as beneficiary and the marriage is subsequently dissolved. If the Director dies without a valid beneficiary designation, all payments shall be made to the Director’s estate.

6.2     Facility of Payment. If a benefit is payable to a minor, to a person declared incompetent, or to a person incapable of handling the disposition ofhis or her property (as determined by the Bank), the Bank may pay such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person or incapable person. The Bank may require proof of incompetence, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge the Bank from all liability with respect to such benefit.

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Article 7

Amendments and Termination

7.1    Termination. Although the Bank anticipates that it will continue the Plan for an indefinite period of time, there is no guarantee that the Bank will continue the Plan or will not terminate the Plan at any time in the future. Accordingly, the Bank reserves the right to discontinue its sponsorship of the Plan and/or to terminate the Plan at any time with respect to any or all of the Directors, by action of its full Board of Directors. The termination of the Plan shall not adversely affect any Director’s or beneficiary’s right to receive the payment of any benefits under the Plan as of the date of termination, including the right of the Director or beneficiary to be paid Plan benefits accrued through the date of termination in accordance with the Plan terms and the Director’s distribution elections in effect at the time of termination.

7.2    Amendment. The Bank may, at any time, amend or modify the Plan in whole or in part, by action of its full Board of Directors; provided, however, that no amendment or modification shall be effective to decrease or restrict the rights of a Director in his or her Deferral Account in existence at the time the amendment or modification is made, including the right to be paid Plan benefits accrued through the date of the amendment or modification in accordance with the Plan terms and the Director’s distribution elections in effect at the time of the amendment or modification.

Article 8

Miscellaneous

8.1    Binding Effect. This plan shall bind each Director and the Bank, and their beneficiaries, survivors, executors, administrators and transferees.

8.2     No Guarantee of Service. This Plan is not a contract for services. It does not give a Director the right to remain a Director of the Bank. It also does not require a Director to remain a Director nor interfere with the right of a Director to terminate service at any time.

8.3    Non-Transferability. Benefits under this Plan cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.

8.4    Tax Withholding. The Bank is authorized to withhold any taxes that it believes are required to be withheld from the benefits provided under this Plan.

8.5     Applicable Law. The Plan and all rights hereunder shall be governed by and construed according to the laws of the State of Connecticut, except to the extent preempted by the laws of the United States ofAmerica.

8.6     Recovery of Estate Taxes. Ifthe Director’s gross estate for federal estate tax purposes includes any amount determined by reference to and on account of this Plan, and if the beneficiary is other than the Director’s estate, then the Director’s estate shall be entitled to recover from the beneficiary receiving such benefit under the terms of the Plan, an amount by which the total estate tax due by the Director’s estate, exceeds the total estate tax which would have been payable if the value of such benefit had not been included in the Director’s gross estate. If there is more than one person receiving such benefit, the right of recovery shall be against each such person. In the event the beneficiary has a liability

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hereunder, the beneficiary may petition the Bank for a lump sum payment in an amount not to exceed the lesser of the beneficiary’s liability hereunder and the balance remaining in the Deferral Account.

8.7     Unfunded Arrangement. Each participating Director and beneficiary of such Director are general unsecured creditors of the Bank for the payment of benefits under this Plan. The benefits represent the mere promise by the Bank to pay such benefits. The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance which the Bank may have procured in connection with this Plan on a Director’s life is a general asset of the Bank to which a Director or beneficiary of the Director have no preferred or secured claim.

8.8     Reorganization. In the event of any merger, consolidation or acquisition where the Bank or Company is not the surviving entity or resulting corporation, or upon transfer of all or substantially all of the assets of the Bank, this Plan shall continue and be in full force and effect and shall be binding upon such surviving entity, resulting corporation, or transferee.

8.9 Entire Agreement. This Plan constitutes the entire agreement between the Bank and each participating Director as to the subject matter hereof. No rights are granted to a Director by virtue of this Plan other than those specifically set forth herein.

8.10     Administration. The Bank shall have powers which are necessary to administer this Plan, including but not limited to:

8.10.1    Interpreting the provisions of the Plan;

8.10.2    Establishing and revising the method of accounting for the Plan;

8.10.3    Maintaining a record of benefit payments; and

8.10.4    Establishing rules and prescribing any forms necessary or desirable to

administer the Plan.

8.11     Named Fiduciary. For purposes of the Employee Retirement Income Security Act of 1974, if applicable, the Bank shall be the named fiduciary and plan administrator under the Plan. The named fiduciary may delegate to others certain aspects of the management and operation responsibilities of the plan including the employment of advisors and the delegation of ministerial duties to qualified individuals.

8.12     Aggregation of Employers. To the extent required under Section 409A of the Code, if the Bank is a member of a controlled group of corporations or a group of trades or business under common control (as described in Section 414(b) or (c) of the Code), all members of the group shall be treated as a single employer for purposes of whether there has occurred a Separation from Service (as defined in Section 409A) and for any other purposes under the Plan as Section 409A of the Code shall require.

    8.13     Specified Employees. Notwithstanding any other provision of the Plan to the contrary, if when a Termination from Service occurs a Director is a Specified Employee, the Director’s benefit shall be paid to the Director in a single lump sum without interest on the first payroll date of the seventh month following the date on which the Termination from Service occurs.

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8.14     Section 409A. It is intended that this Plan be (a) an arrangement that is not qualified within the meaning of Section 401(a) of the Code, so as to prevent the inclusion in gross income of any benefits accrued hereunder in a taxable year prior to the taxable year or years in which such amount would otherwise be actually distributed or made available to the Directors. This Plan shall be administered and interpreted to the extent possible in a manner consistent with that intent.

As approved by the Savings Institute Bank & Trust Company on December 18, 2013 and effective as of December 1, 2013.

________________________________

Laurie Gervais

Corporate Secretary

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EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Rheo A. Brouillard, certify that:

1.               I have reviewed this annual report on Form 10-K/A of SI Financial Group, Inc.;

2.               Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.             Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.              The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant have:

a)              Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b)              Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)               Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)              Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.             The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)              All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)              Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 11, 2018	/s/ Rheo A. Brouillard
	Rheo A. Brouillard
	President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Lauren L. Murphy, certify that:

1.               I have reviewed this annual report on Form 10-K/A of SI Financial Group, Inc.;

2.               Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.             Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.              The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant have:

a)              Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b)              Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)               Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)              Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.             The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)              All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)              Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 11, 2018	/s/ Lauren L. Murphy
	Lauren L. Murphy
	Executive Vice President and Chief Financial Officer

EX-32.0

Exhibit 32.0

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of SI Financial Group, Inc. (the “Company”) on Form 10-K/A for the year ended December 31, 2017, as filed with the Securities and Exchange Commission (the “Report”), the undersigned hereby certify, pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.               The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.               The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

Date:	April 11, 2018	/s/ Rheo A. Brouillard
		Rheo A. Brouillard
		President and Chief Executive Officer

Date:	April 11, 2018	/s/ Lauren L. Murphy
		Lauren L. Murphy
		Executive Vice President and Chief Financial Officer