FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
PACOCHA BETTY A

(Last) (First) (Middle)
P.O. BOX 600
19 MAIN STREET

(Street)
NEW MILFORD CT 067700600

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NEWMIL BANCORP INC [ NMIL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Vice President
3. Date of Earliest Transaction (Month/Day/Year)
10/06/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/06/2006 D 18,276 D (1) 0.00 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Incentive Stock Options $10.94 10/06/2006 D 4,000 08/19/1999 08/19/2009 Common Stock 4,000 $30.06(2) 0.00 D
Incentive Stock Options $29.91 10/06/2006 D 5,000 01/26/2005 01/26/2015 Common Stock 5,000 $11.09(2) 0.00 D
Incentive Stock Options $30.27 10/06/2006 D 1,750 12/30/2005 12/30/2015 Common Stock 1,750 $10.73(2) 0.00 D
Explanation of Responses:
1. Disposed of pursuant to the agreement and plan of merger between NewMil Bancorp, Inc. and Webster Financial Corporation (the "Merger Agreement") in exchange for .8736 share of Webster common stock with a value of $41.00 for each share of NewMil common stock, plus cash in lieu of any fractional shares.
2. Under the terms of the 2004 Amended and Restated Stock Option and Incentive Plan of NewMil Bancorp, Inc. ("NewMil"), following the approval of the agreement and plan of merger with Webster Financial Corporation by NewMil shareholders on September 21, 2006 this option was automatically purchased by NewMil and a cash payment was made to the reporting person equal to the difference between the exercise price of the option and the merger price for the underlying NewMil common stock, valued at $41 per share.
Remarks:
By: B. Ian McMahon by Power of Attorney 10/06/2006
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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